What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 122 added, 52 removed, 352 unchanged (33% of the section changed)

25 unchanged sentences

Class A shares ( 128,350,881 shares issued and outstanding as of

March 31, 2026;

June 30, 2026;

129,403,244 shares issued and outstanding

1 unchanged sentence

Class B shares ( 77,827,485 shares issued and outstanding as of

March 31, 2026;

June 30, 2026;

78,283,296 shares issued and outstanding as of

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions, except per share data)

32 unchanged sentences

Balance at March 31, 2026

Equity-based compensation

Distributions - $ 0.7792 per share

Balance at June 30, 2026

Balance at December 31, 2024

6 unchanged sentences

Balance at March 31, 2025

Equity-based compensation

Distributions - $ 0.7098 per share

Deferred tax asset

Sale of shares held by Sponsors

Share and unit repurchases

Transaction costs

Balance at June 30, 2025

(1) Includes excise tax on Class A Share repurchases.

3 unchanged sentences

CONSOLIDATED S TATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions)

29 unchanged sentences

Net cash used in financing activities

Increase (decrease) in cash and cash equivalents

Increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

13 unchanged sentences

All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at March 31, 2026 and December 31, 2025, the consolidated results of operations and cash flows for the three months ended March 31, 2026 and 2025.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at June 30, 2026 and December 31, 2025, the consolidated results of operations for the three and six months ended June 30, 2026 and 2025, and the consolidated cash flows for the six months ended June 30, 2026 and 2025.

The Company has no items of other comprehensive income (loss);

10 unchanged sentences

We currently do not have any independent assets or operations other than our interest in the Partnership.

At March 31, 2026, our noncontrolling interest represented an approxim ate 37.7 % interest in the Partnership retained by our Sponsor (December 31, 2025:

At June 30, 2026, our noncontrolling interest represented an approximate 37.7 % interest in the Partnership retained by our Sponsor (December 31, 2025:

See Note 2, Equity Transactions for more details.

10 unchanged sentences

GIP received net proceeds from the offering of approximately $ 494.7 million, after deducting underwriting discounts.

On May 30, 2025, GIP sold an aggregate of 15,022,517 of our Class A Shares in an underwritten public offering at a price of $ 37.25 per Class A Share, less underwriting discounts.

GIP received net proceeds from the offering of approximately $ 553.7 million, after deducting underwriting discounts.

As of the closing of this offering, GIP no longer held a direct or indirect ownership interest in any of the Company, the Partnership or our general partner.

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company did no t receive any proceeds in the above equity offering transaction.

The above equity offering transaction was conducted pursuant to a registration rights agreement among us and the Sponsors.

The Class A Shares sold in the offering were obtained by GIP by exchanging to us a corresponding number of Class B units representing limited partner interests in the Partnership (the “Class B Units”) held by GIP, together with an equal number of Class B shares representing limited partner interests in the Company (the “Class B Shares”) held by the Company’s general partner at the time.

The Company did no t receive any proceeds in the equity offering transactions described above.

The above equity offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors.

The Class A Shares sold in the offerings were obtained by GIP by exchanging to us a corresponding number of Class B units representing limited partner interests in the Partnership (the “Class B Units”) held by GIP, together with an equal number of Class B shares representing limited partner interests in the Company (the “Class B Shares”) held by the Company’s general partner at the time.

As a result, the total number of the Company’s Class A Shares and Class B Shares did not change.

The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation .

As a result of the equity offering transaction described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 16.9 million during the three months ended March 31, 2025 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 44.9 million during the six months ended June 30, 2025 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

Class B Unit Repurchases

2 unchanged sentences

The purchase price per Class B Unit was $ 38.87 , the closing price of the Class A Shares on January 13, 2025.

On May 5, 2025, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsors 5,151,842 Class B Units for an aggregate purchase price of approximately $ 190.0 million.

The repurchase transaction was consummated on May 9, 2025.

The purchase price per Class B Unit was $ 36.88 , the closing price of the Class A Shares on May 5, 2025.

On March 2, 2026, the Company, the Partnership and our Sponsor entered into a unit repurchase agreement, pursuant to which the Partnership agreed to purchase from the Sponsor 455,811 Class B Units for an aggregate purchase price of approximately $ 18.0 million.

3 unchanged sentences

Accelerated Share Repurchases

In the first quarter of 2026 , we repurchased $ 42.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

In the second quarter of 2025, we repurchased $ 10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution.

Under the terms of the ASR, we paid $ 10.0 million in cash to the financial institution and received 267,532 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Following the settlement of the ASR transaction, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units representing limited partner interests in the Partnership.

The Class B Unit repurchase and ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility (see Note 5, Debt and Interest Expense ).

The Class B Unit repurchase and ASR transactions were accounted for in accordance with Accounting Standards Codification 810, whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

In the first quarter of 2026 , we repurchased $ 42.0 million of our publicly traded Class A Shares through an ASR transaction with a financial institution.

Under the terms of the ASR, we paid $ 42.0 million in cash to the financial institution and received 1,065,724 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Following the settlement of the ASR transactions described above, the Company cancelled the repurchased Class A Shares, and the Partnership cancelled, for no consideration, an equal number of its Class A units representing limited partner interests in the Partnership.

The Class B Unit repurchase and the ASR transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility (see Note 5, Debt and Interest Expense ).

The Class B Unit repurchase and the ASR transactions were accounted for in accordance with Accounting Standards Codification 810, whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

The carrying amounts of the noncontrolling interest were adjusted to reflect the changes in the ownership interest with the difference between the amounts of consideration paid and the amounts by which the noncontrolling interest were adjusted recognized as a reduction in equity attributable to Class A shareholders.

As a result of the transactions described above, we recognized a direct reduction to deferred tax asset of $ 1.1 million (three months ended March 31, 2025:

an addition to deferred tax asset of $ 137.8 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership.

The effect of recognizing the changes in deferred tax asset was included in Class A shareholders’ equity balance in the accompanying unaudited consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.

As a result of the transactions described above, we recognized a direct reduction to deferred tax asset of $ 1.1 million (six months ended June 30, 2025:

an addition to deferred tax asset of $ 306.7 million) related to the change in the temporary

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

difference between the carrying amount and the tax basis of our investment in the Partnership.

Related Party Transactions

23 unchanged sentences

The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are initially recorded as deferred revenue and recognized as revenue as the credits are utilized, expire, or when the likelihood of Chevron utilizing its remaining credits becomes remote .

At March 31, 2026, deferred revenue included in Accrued liabilities in the accompanying unaudited consolidated balance sheet was $ 15.7 million (December 31, 2025:

$ 6.4 million ).

For the three months ended March 31, 2026 and 2025 , approximately 96 % and 98 % , respectively, of our revenues were attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes contracted with Chevron and delivered to us under these agreements.

The following table presents a summary of contract liability activity related to MVC shortfall fees:

(in millions)

Balance, January 1

MVC shortfall fees received

MVC shortfall fees recognized in revenue that were previously deferred

Balance, June 30

Revenues attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes contracted with Chevron and delivered to us under these agreements, were 95 % for both the three and six months ended June 30, 2026 , compared with 98 % for both the three and six months ended June 30, 2025.

Together with Chevron, we are pursuing strategic relationships with third‑party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Revenues from contracts with customers, including affiliate services and third-party services, on a disaggregated basis are as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

8 unchanged sentences

Total revenues

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents third-party pass-through costs for which we recognize revenues in an amount equal to the costs.

These pass-through revenues are included in Affiliate services, and the related pass-through costs are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

1 unchanged sentence

Produced water trucking and disposal costs

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Omnibus and Employee Secondment Agreements

Under our omnibus and employee secondment agreements, Chevron provides substantial operational and administrative services to us in support of our assets and operations.

For the three months ended March 31, 2026 and 2025, we had the following charges from Chevron included in Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statements of operations.

For the three and six months ended June 30, 2026 and 2025, we had the following charges from Chevron included in Operating and maintenance expenses and General and administrative expenses in the accompanying unaudited consolidated statements of operations.

The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

5 unchanged sentences

In addition, we share profits and losses and receive distributions from LM4 under the LM4 amended and restated limited liability company agreement based on our ownership interest.

For the three months ended March 31, 2026 and 2025, we had the following activity related to our agreements with LM4:

Three Months Ended March 31,

For the three and six months ended June 30, 2026 and 2025, we had the following activity related to our agreements with LM4:

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

4 unchanged sentences

Accrued liabilities are as follows:

March 31, 2026

June 30, 2026

December 31, 2025

8 unchanged sentences

Debt and Interest Expense

At March 31, 2026, the carrying value of our total debt was $ 3,772.0 million.

Excluding deferred issuance costs, our total borrowings at March 31, 2026 consisted of $ 3,100.0 million outstanding under our fixed-rate senior unsecured notes, $ 343.0 million drawn and outstanding under our $ 1.0 billion five-year revolving credit facility and $ 355.0 milli on outstanding under our $ 400.0 million five-year Term Loan A facility.

The revolving credit facility and the Term Loan A facility mature in July 2027 .

At March 31, 2026, the fair value of our total debt was approximately $ 3,789.0 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and the revolving credit facility at March 31, 2026 , approximated their fair value.

At June 30, 2026, the carrying value of our total debt was $ 3,680.0 million.

Excluding deferred issuance costs, our total borrowings at June 30, 2026 consisted of $ 3,100.0 million outstanding under our fixed-rate senior unsecured notes, $ 256.0 million drawn and outstanding under our $ 1.0 billion five-year revolving credit facility and $ 347.5 million outstanding under our $ 400.0 million five-year Term Loan A facility.

The revolving credit facility and the Term Loan A facility (together the “Credit Facilities”) mature in July 2027 .

At June 30, 2026, the fair value of our total debt was approximately $ 3,694.8 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and the revolving credit facility at June 30, 2026 , approximated their fair value.

Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

16 unchanged sentences

First Quarter 2026

Second Quarter 2026 (1)

August 6, 2026

August 14, 2026

(1) For more information, see Note 11, Subsequent Events.

5 unchanged sentences

Diluted earnings per Class A Share are calculated using the “treasury stock method” or “if-converted method,” whichever is more dilutive.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions, except per share amounts)

4 unchanged sentences

Weighted average Class A shares outstanding:

For the three months ended March 31, 2026 and 2025 , we did not have any material dilutive restricted shares.

For the three and six months ended June 30, 2026 and 2025 , we did not have any material dilutive restricted shares.

Concentration of Credit Risk

As of both March 31, 2026 and December 31, 2025, Chevron and its affiliates represented approximately 96 % of accounts receivable from contracts with customers.

Total revenues attributable to Chevron for the three months ended March 31, 2026 and 2025 were 96 % and 98 % , respectively .

As of June 30, 2026 and December 31, 2025, Chevron and its affiliates represen ted approximately 94 % and 96 %, respectively, of accounts receivable from contracts with customers.

Total revenues attributable to Chevron for both the three and six months ended June 30, 2026 were 95 % , compared with 98 % for both the three and six months ended June 30, 2025 .

PART I – FINANCIAL INFORMATION (CONT’D)

4 unchanged sentences

The Company is subject to federal, state and local laws and regulations relating to the environment.

As of March 31, 2026 our reserves for all estimated remediation liabilities were $ 2.0 million in Accrued liabilities and $ 0.9 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.4 million and $ 0.9 million, respectively, as of December 31, 2025.

As of June 30, 2026 our reserves for all estimated remediation liabilities were $ 3.4 million in Accrued liabilities and $ 0.3 millio n in Other noncurrent li abilities , each in the accompanying unaudited consolidated balance sheet, compared with $ 1.4 million and $ 0.9 million, respectively, as of December 31, 2025.

Legal Proceedings

4 unchanged sentences

Based on currently available information, we believe it is remote that the outcome of known matters would have a material adverse impact on our financial condition, results of operations or cash flows.

Accordingly, as of March 31, 2026 and December 31, 2025 , we did no t have material accrued liabilities for legal contingencies.

Accordingly, as of June 30, 2026 and December 31, 2025 , we did no t have material accrued liabilities for legal contingencies.

Our operations are located in the United States and are organized into three reportable segments:

15 unchanged sentences

(in millions)

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

Revenues and other income

14 unchanged sentences

(in millions)

For the Three Months Ended March 31, 2025

For the Three Months Ended June 30, 2025

Revenues and other income

9 unchanged sentences

Capital expenditures

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Processing and Storage

Terminaling and Export

Total Reportable Segments

Interest and Other

(in millions)

For the Six Months Ended June 30, 2026

Revenues and other income

Operating and maintenance expenses

(exclusive of depreciation shown

separately below)

Depreciation expense

General and administrative expenses

Income from equity investments

Interest expense, net

Income tax expense

Adjusted EBITDA

Capital expenditures

Processing and Storage

Terminaling and Export

Total Reportable Segments

Interest and Other

(in millions)

For the Six Months Ended June 30, 2025

Revenues and other income

Operating and maintenance expenses

(exclusive of depreciation shown

separately below)

Depreciation expense

General and administrative expenses

Income from equity investments

Interest expense, net

Income tax expense

Adjusted EBITDA

Capital expenditures

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

Reconciliation of reportable segment Adjusted

EBITDA to income before income tax expense:

EBITDA to income before income tax

Total reportable segment Adjusted EBITDA

Depreciation expense

Unallocated general and administrative expenses

Unallocated general and administrative

Interest expense, net

4 unchanged sentences

Total assets for the reportable segments are as follows:

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Total consolidated assets

(1) Includes investment in equity investees of $ 80.0 million as of March 31, 2026 and $ 81.5 million as of December 31, 2025 .

(1) Includes investment in equity investees of $ 83.2 million as of June 30, 2026 and $ 81.5 million as of December 31, 2025 .

Subsequent Events

On April 27, 2026 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7792 per Class A Share for the quarter ended March 31, 2026.

The distribution represents an increase of $ 0.0151 per Class A Share for the first quarter of 2026 as compared with the fourth quarter of 2025.

The distribution will be payable on May 14, 2026 , to shareholders of record as of the close of business on May 7, 2026 .

On July 27, 2026 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.7888 per Class A Share for the quarter ended June 30, 2026.

The distribution represents an increase of $ 0.0096 per Class A Share for the second quarter of 2026 as compared with the first quarter of 2026.

The distribution will be payable on August 14, 2026 , to shareholders of record as of the close of business on August 6, 2026 .

Simultaneously, the Partnership will make a distribution of $ 0.7888 per Class B Unit of the Partnership to our Sponsor.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements