Hess Midstream COO Reports 13,904 Class A Shares Vested

Rhea-AI Filing Summary

John A. Gatling, President and Chief Operating Officer of Hess Midstream LP (HESM), reported acquisitions on 09/26/2025 when phantom share awards settled into 13,904 Class A shares held directly. The Form 4 shows three settlements of phantom share grants: 2,948, 4,757 and 6,199 Class A shares, each recorded with a transaction code M and price listed as $0. The filing states the phantom shares vested on 09/26/2025 and have no expiration date. All shares are reported as direct beneficial ownership following settlement.

Positive

• Increased direct ownership: The reporting person acquired a total of 13,904 Class A shares, consolidating direct holdings.
• Clear disclosure: The Form 4 specifies vesting date (09/26/2025), number of shares per grant, and that phantom shares have no expiration date.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider share settlement added 13,904 direct Class A shares to the COO's holdings.

The Form 4 documents non-derivative acquisitions resulting from settlement of long-term incentive phantom shares under the company's 2017 plan. The transactions are recorded with code M, indicating the shares were acquired upon conversion/settlement, and the price is $0 because these were compensation-settled awards. The net increase of 13,904 Class A shares is a compensation event rather than an open-market purchase and does not indicate additional cash outflow by the reporting person.

Corporate Governance Expert

TL;DR: Routine executive compensation vesting converted phantom shares to direct ownership; disclosures are complete.

The filing specifies the awards vested on 09/26/2025 and that the phantom shares have no expiration date, and it reports direct ownership post-settlement. This is a standard disclosure for equity compensation settlements. The report names the applicable long-term incentive plan and provides precise share counts for each tranche, supporting transparency in insider holdings.

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

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X

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

1. Name and Address of Reporting Person^*

Gatling John A.

(Last) (First) (Middle)

1501 MCKINNEY STREET

(Street)

HOUSTON TX 77010

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

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

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

X	Form filed by One Reporting Person
	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 A Shares	09/26/2025		M(1)		2,948	A	$0	2,948	D
Class A Shares	09/26/2025		M(1)		4,757	A	$0	7,705	D
Class A Shares	09/26/2025		M(1)		6,199	A	$0	13,904	D

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
2023 Phantom Shares	$0	09/26/2025		M			2,948	(2)	(2)	Class A Shares	2,948	$0	0	D
2024 Phantom Shares	$0	09/26/2025		M			4,757	(2)	(2)	Class A Shares	4,757	$0	0	D
2025 Phantom Shares	$0	09/26/2025		M			6,199	(2)	(2)	Class A Shares	6,199	$0	0	D

Explanation of Responses:

1. Class A shares acquired upon settlement of phantom shares granted under Hess Midstream's 2017 Long Term Incentive Plan.

2. The phantom shares vested on September 26, 2025 and have no expiration date.

	Barry Schachter for John A. Gatling	09/26/2025
	** 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 did John A. Gatling (HESM) report on Form 4?

He reported settlement of phantom shares into 13,904 Class A shares on 09/26/2025, held directly.

How many Class A shares were acquired in each settlement?

The filings show three settlements of 2,948, 4,757 and 6,199 Class A shares respectively.

What was the reported price for the acquired shares?

Each settlement is reported with a price of $0, reflecting conversion/settlement of compensation awards.

What does transaction code 'M' mean on this Form 4?

Code M is used here to indicate shares were acquired upon settlement/conversion of derivative or phantom awards, as shown in the filing.

Do the phantom shares have an expiration date?

The Form 4 states the phantom shares vested on 09/26/2025 and have no expiration date.