Hess Midstream (NYSE: HESM) affiliate units repurchased and Class B shares canceled

Rhea-AI Filing Summary

CHEVRON CORP reported disposition transactions in this Form 4 filing.

Hess Midstream LP reported an internal equity adjustment involving affiliated holders. Hess Midstream Operations LP repurchased 455,811 Opco Class B Units from Hess Investments North Dakota LLC (HINDL), followed by the cancellation of those units and the related cancellation for no consideration of 455,811 Class B Shares.

The securities are held of record by HINDL, a wholly owned subsidiary of Hess Corporation, which is itself wholly owned by Chevron Corporation. Chevron and Hess state they may be deemed to beneficially own these securities through HINDL but disclaim beneficial ownership except to the extent of any pecuniary interest.

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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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)
03/04/2026

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	03/04/2026		J(1)		455,811	D	$0	77,827,485	I	See footnote(2)
Class A Shares								449,000	I	See footnote(2)

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	(3)	03/04/2026		D			455,811	(3)	(3)	Class A Shares	455,811	$39.49	77,827,485	I	See footnote(2)

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)

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 Investments North Dakota LLC

(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)

Explanation of Responses:

1. Reflects the cancellation for no consideration of 455,811 Class B Shares in connection with Hess Midstream Operations LP's repurchase of 455,811 Opco Class B Units from Hess Investments North Dakota LLC ("HINDL") and the subsequent cancellation of such Opco Class B Units.

2. Represents securities held by HINDL. HINDL is a direct, 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.

3. 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.

	Hess Investments North Dakota LLC, By: /s/ Kari H. Endries, Assistant Secretary	03/04/2026
	Hess Corporation, By: /s/ Kari H. Endries, Vice President and Assistant Secretary	03/04/2026
	Chevron Corporation, By: /s/ Jessica G. Cauley, Assistant Secretary	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Hess Midstream LP (HESM) disclose?

Hess Midstream LP disclosed that Hess Midstream Operations LP repurchased 455,811 Opco Class B Units from Hess Investments North Dakota LLC and those units were subsequently canceled. In connection with this, 455,811 Class B Shares were also canceled for no consideration, reflecting an internal equity adjustment.

Who actually holds the Hess Midstream (HESM) securities involved in this Form 4?

The securities are held by Hess Investments North Dakota LLC (HINDL). HINDL is a direct, wholly owned subsidiary of Hess Corporation, which is wholly owned by Chevron Corporation. Chevron and Hess may be deemed to beneficially own these securities but disclaim beneficial ownership beyond their pecuniary interest.

How many Hess Midstream Class B securities were affected in the reported transaction?

A total of 455,811 Opco Class B Units were repurchased from Hess Investments North Dakota LLC and canceled. In connection with this transaction, 455,811 Class B Shares were also canceled for no consideration, aligning the equity structure with the repurchased partnership units.

What does the Form 4 say about conversion rights of Opco Class B Units at Hess Midstream?

The Opco Class B Units may be converted into Class A Shares on a one-to-one basis and have no expiration date. This means each Opco Class B Unit is exchangeable for one Class A Share, providing ongoing flexibility for holders without a stated maturity.

How are Chevron and Hess related to the Hess Midstream (HESM) securities in this filing?

Hess Investments North Dakota LLC holds the securities and is wholly owned by Hess Corporation, which is wholly owned by Chevron Corporation. Chevron and Hess therefore may be deemed to beneficially own the securities through HINDL, but they disclaim beneficial ownership beyond any pecuniary interest.

Was there any consideration paid for the cancellation of Hess Midstream Class B Shares?

The filing states that 455,811 Class B Shares were canceled for no consideration. This cancellation occurred in connection with the repurchase and cancellation of 455,811 Opco Class B Units held by Hess Investments North Dakota LLC, indicating an internal capital structure adjustment.