Form 4: 695,894 HESM Opco units repurchased and cancelled; large indirect stake remains

Rhea-AI Filing Summary

Chevron Corporation, Hess Corporation and Hess Investments North Dakota LLC filed a Form 4 reporting transactions in Hess Midstream LP (HESM) dated 08/08/2025. The filing states that 695,894 Opco Class B Units were repurchased by Hess Midstream Operations LP from HINDL and the related 695,894 Class B Shares were cancelled for no consideration.

Following the transaction, the filing reports 78,283,296 Class A share-equivalents held indirectly by HINDL and 449,000 Class A Shares reported as held indirectly. The filing notes the Opco Class B Units are convertible one-for-one into Class A Shares with no expiration, and that Chevron and Hess may be deemed to beneficially own securities held of record by HINDL but disclaim such ownership except to the extent of pecuniary interest. The transaction was reported as exempt under Rule 16a-13 where indicated.

Positive

• Transparency: Filing discloses the repurchase and cancellation transaction and detailed holdings, supporting regulatory transparency
• Convertibility clarity: Opco Class B Units are reported as convertible one-for-one into Class A Shares with no expiration, clarifying rights and mechanics

Negative

• Cancellation of units: 695,894 Class B Shares/Opco Class B Units were cancelled for no consideration, reducing that class of interests
• Indirect attribution: Chevron and Hess may be deemed to beneficially own the securities held by HINDL, which could affect perceived ownership concentration

Insights

Securities Analyst

TL;DR: Insider filing records repurchase and cancellation of 695,894 Opco/Class B units; large indirect stake of 78,283,296 Class A-equivalents remains.

The Form 4 documents a repurchase by the issuer of 695,894 Opco Class B Units from HINDL and the consequent cancellation of the same number of Class B Shares for no consideration on 08/08/2025. It also reports indirect beneficial holdings of 78,283,296 Class A-equivalents and 449,000 Class A Shares attributable to HINDL. The filing cites Rule 16a-13 for an exempt reporting treatment for certain holdings. For investors, this is a portfolio/ownership detail and not an earnings or operational disclosure; its primary relevance is to ownership structure and convertibility mechanics.

Corporate Governance Expert

TL;DR: Transaction alters limited partner unit counts via repurchase and cancellation; substantial indirect ownership by an affiliate is explicitly disclosed.

The disclosure clarifies that the Opco Class B Units are convertible on a one-for-one basis into Class A Shares with no expiration, which affects governance alignment between unit classes. The filing explicitly states Chevron and Hess "may be deemed" to beneficially own securities held by HINDL but disclaim such ownership beyond pecuniary interest, a standard governance disclosure addressing attribution. This is a governance/ownership update rather than a material operational event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CHEVRON CORP

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hess Midstream LP [ HESM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Shares	08/08/2025		J(1)		695,894	D	$0	78,283,296(2)	I	See footnote(3)
Class A Shares								449,000	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Opco Class B Units	(4)	08/08/2025		D			695,894	(4)	(4)	Class A Shares	695,894	$43.11	78,283,296	I	See footnote(3)

1. Name and Address of Reporting Person^*

CHEVRON CORP

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HESS CORP

(Last) (First) (Middle)

1185 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hess Investments North Dakota LLC

(Last) (First) (Middle)

1185 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the cancellation for no consideration of 695,894 Class B Shares in connection with Hess Midstream Operations LP's repurchase of 695,894 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and the subsequent cancellation of such Opco Class B Units.

2. Reflects holdings following a transaction exempt from reporting pursuant to Rule 16a-13.

3. Represents securities held by HINDL. HINDL is an indirect, wholly owned subsidiary of Hess Corporation ("Hess"), which is a direct, wholly owned subsidiary of Chevron Corporation ("Chevron"). As a result, Chevron and Hess may be deemed to beneficially own the securities held of record by HINDL. Chevron and Hess disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.

	Chevron Corporation By: /s/ Christine L. Cavallo, Assistant Secretary	08/08/2025
	Hess Corporation By: /s/ Kari H. Endries, Assistant Secretary	08/08/2025
	Hess Investments North Dakota LLC By: /s/ Kari H. Endries, Assistant Secretary	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Chevron/Hess report for HESM on 08/08/2025?

The Form 4 reports the repurchase by Hess Midstream Operations LP of 695,894 Opco Class B Units from HINDL and the subsequent cancellation of 695,894 Class B Shares for no consideration.

How many Class A-equivalent shares are reported as beneficially owned following the transaction?

The filing reports 78,283,296 Class A share-equivalents held indirectly by HINDL following the transaction.

Are any Class A Shares specifically reported as held indirectly?

Yes. The Form 4 shows 449,000 Class A Shares reported as held indirectly by HINDL.

Were these holdings exempt from reporting under any rule?

The filing states certain holdings are reported following a transaction exempt from reporting pursuant to Rule 16a-13.

Can Opco Class B Units be converted into Class A Shares?

Yes. The filing notes the Opco Class B Units may be converted at any time into Class A Shares on a one-to-one basis and have no expiration date.