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Those risk factors have not materially changed.
−Removed: U nregistered Sales of Equity Securities and Use of Proceeds
−Removed: Issuer Purchases of Equity Securities
−Removed: Our Class A Share repurchase activities for the three months ended March 31, 2026 were as follows:
−Removed: Total Number of Shares Purchased
−Removed: Average Price Paid per Share
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
−Removed: Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
−Removed: (In millions)
−Removed: January 1-31, 2026
−Removed: February 1-28, 2026
−Removed: March 1-31, 2026
−Removed: In March 2026, we entered into an ASR agreement with a financial institution to repurchase $42.0 million of our publicly traded Class A Shares.
−Removed: See Note 2, Equity Transactions in the Notes to Consolidated Financial Statements for additional information.
O ther Information
−Removed: During the three months ended March 31, 2026 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: On May 5, 2026, our general partner, Hess Midstream GP LLC, Hess, Hess Trading Corporation (“HTC”) and Chevron entered into a First Amendment (the “Amendment”) to the Amended and Restated Employee Secondment Agreement, dated as of December 16, 2019 (the “employee secondment agreement”), pursuant to which Hess and HTC agreed to second certain personnel to our general partner in support of our operations.
−Removed: Pursuant to the Amendment, effective as of January 1, 2026, Hess and HTC assigned, and Chevron assumed, all of their respective rights and obligations under the employee secondment agreement, including the obligation to second personnel to our general partner.
−Removed: The Amendment also amends certain references and other terms of the employee secondment agreement to reflect the assignment.
−Removed: All other terms of the employee secondment agreement remain in full force and effect.
−Removed: The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
+Added: During the three months ended June 30, 2026 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
PART II – OTHER INFORMATION (CONT’D)
−Removed: Unit Repurchase Agreement, dated as of March 2, 2026, by and among Hess Midstream LP, Hess Midstream Operations LP and Hess Investments North Dakota LLC (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2026)
First Amendment to Amended and Restated Employee Secondment Agreement, entered into as of May 5, 2026, by and among Hess Corporation, Hess Trading Corporation, Chevron U.S.A.
−Removed: and Chevron Corporation, Hess Midstream GP LP and Hess Midstream GP LLC
+Added: and Chevron Corporation, Hess Midstream GP LP and Hess Midstream GP LLC (incorporated by reference herein to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2026)
Certification required by Rule 13a‑14(a) (17 CFR 240.13a‑14(a)) or Rule 15d‑14(a) (17 CFR 240.15d‑14(a))
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Chief Financial Officer
+Added: August 6, 2026
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.