Hess Midstream (NYSE: HESM) COO settles phantom shares, updates holdings

Rhea-AI Filing Summary

Hess Midstream LP President and COO Michael Scott Bast reported the cashless settlement of phantom share awards into Class A shares. He exercised derivative awards covering 3,445 Class A shares granted under the 2017 Long Term Incentive Plan, with 893 shares withheld at $38.9200 per share to cover required tax obligations. Following these compensation-related transactions, he holds 3,352 Class A shares directly. Footnotes note that 2023 phantom shares vested on March 8, 2026, and remaining 2024 and 2025 phantom shares are scheduled to vest in 2027 and 2028 with no expiration date.

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^*

Bast Michael Scott

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2026

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	03/08/2026		M(1)		1,327	A	$0	2,127	D
Class A Shares	03/08/2026		F(2)		344	D	$38.92	1,783	D
Class A Shares	03/08/2026		M(1)		1,189	A	$0	2,972	D
Class A Shares	03/08/2026		F(2)		308	D	$38.92	2,664	D
Class A Shares	03/08/2026		M(1)		929	A	$0	3,593	D
Class A Shares	03/08/2026		F(2)		241	D	$38.92	3,352	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	03/08/2026		M			1,327	(3)	(3)	Class A Shares	1,327	$0	0	D
2024 Phantom Shares	$0	03/08/2026		M			1,189	(4)	(4)	Class A Shares	1,189	$0	1,189	D
2025 Phantom Shares	$0	03/08/2026		M			929	(5)	(5)	Class A Shares	929	$0	1,860	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. Shares withheld to cover required tax obligations upon settlement of phantom shares.

3. The 2023 phantom shares vested on March 8, 2026.

4. The remaining 2024 phantom shares will vest on March 8, 2027 and have no expiration date.

5. The remaining 2025 phantom shares vest ratably on March 8, 2027 and March 8, 2028 and have no expiration date.

	/s/ Jessica Cauley, Attorney-in-Fact for Michael Scott Bast	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Hess Midstream (HESM) report for Michael Scott Bast?

Hess Midstream reported that President and COO Michael Scott Bast settled phantom share awards into Class A shares. He exercised derivative awards for 3,445 shares, with 893 shares withheld for taxes, resulting in 3,352 Class A shares held directly after the transactions.

Were Michael Scott Bast’s Hess Midstream (HESM) transactions open-market buys or sells?

The transactions were not open-market buys or sells. They reflect the cashless exercise and settlement of phantom share awards, plus tax withholding dispositions. Code M entries show derivative exercises, while code F entries indicate shares withheld to satisfy required tax obligations.

How many Hess Midstream (HESM) shares did Michael Scott Bast receive from phantom awards?

Michael Scott Bast exercised phantom share awards tied to 3,445 Class A shares. These awards were granted under Hess Midstream’s 2017 Long Term Incentive Plan and were settled into shares on March 8, 2026, according to the Form 4 data and accompanying footnotes.

How many Hess Midstream (HESM) shares were withheld for Michael Scott Bast’s taxes?

A total of 893 Class A shares were withheld to cover Michael Scott Bast’s tax obligations. These tax-related dispositions occurred at a per-share value of $38.9200, as indicated by transaction code F for payment of required tax liabilities on the phantom share settlement.

What is Michael Scott Bast’s Hess Midstream (HESM) shareholding after these transactions?

After the reported exercises and tax withholdings, Michael Scott Bast directly holds 3,352 Hess Midstream Class A shares. This figure reflects his updated ownership following settlement of phantom share awards and the associated share withholding for tax obligations on March 8, 2026.

When do Michael Scott Bast’s remaining Hess Midstream (HESM) phantom shares vest?

Footnotes state that remaining 2024 phantom shares vest on March 8, 2027, with no expiration date. Remaining 2025 phantom shares vest ratably on March 8, 2027 and March 8, 2028, also without expiration, indicating additional future equity deliveries.