Hess Midstream (HESM) CEO settles phantom shares and nets Class A stock

Rhea-AI Filing Summary

Hess Midstream LP Chief Executive Officer Jonathan C. Stein reported a routine equity compensation event involving 2025 phantom shares. On March 8, 2026, he exercised 2,066 2025 phantom shares, which settled into 2,066 Class A shares at a conversion price of $0.00 per share under the 2017 Long Term Incentive Plan.

To cover required tax obligations at settlement, 1,048 Class A shares were withheld at $38.92 per share, leaving him with 60,963 Class A shares held directly after these transactions. Following the exercise, he also holds 4,133 2025 phantom shares, which the filing states will vest ratably on March 8, 2027 and March 8, 2028 and have 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^*

Stein Jonathan C.

(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)
	Chief Executive Officer

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)		2,066	A	$0	62,011	D
Class A Shares	03/08/2026		F(2)		1,048	D	$38.92	60,963	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
2025 Phantom Shares	$0	03/08/2026		M			2,066	(3)	(3)	Class A Shares	2,066	$0	4,133	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 remaining 2025 phantom shares vest ratably on March 8, 2027 and March 8, 2028 and have no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jessica Cauley, Attorney-in-Fact for Jonathan C. Stein	03/10/2026
	** 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 insider transaction did Hess Midstream (HESM) CEO Jonathan C. Stein report?

Jonathan C. Stein reported settlement of equity awards, not an open-market trade. He exercised 2,066 2025 phantom shares into 2,066 Class A shares and had 1,048 Class A shares withheld to satisfy tax obligations associated with that settlement, leaving 60,963 Class A shares directly held.

How many Hess Midstream (HESM) phantom shares did the CEO convert, and into what?

He converted 2,066 2025 phantom shares into 2,066 Class A shares. The filing describes this as an exercise or conversion of a derivative security under Hess Midstream’s 2017 Long Term Incentive Plan, with a conversion price of $0.00 per share for the phantom shares settled.

How many Hess Midstream (HESM) shares were withheld for taxes and at what price?

To cover tax obligations on settlement, 1,048 Class A shares were withheld. The withholding price disclosed was $38.92 per share. This F-code transaction is a tax-withholding disposition to the issuer, not an open-market sale or discretionary trading activity by the CEO.

How many Hess Midstream (HESM) Class A shares does the CEO hold after this Form 4?

After the transactions, Jonathan C. Stein directly holds 60,963 Class A shares. This figure reflects the 2,066 Class A shares acquired from phantom share settlement, net of the 1,048 Class A shares withheld to satisfy required tax obligations at the time of settlement.

What remains of the Hess Midstream (HESM) 2025 phantom shares after this transaction?

Following the exercise of 2,066 2025 phantom shares, 4,133 2025 phantom shares remain outstanding. The filing states these remaining phantom shares vest ratably on March 8, 2027 and March 8, 2028 and do not have an expiration date associated with them.

Is the Hess Midstream (HESM) CEO’s Form 4 a buy or a routine equity vesting event?

This Form 4 reflects routine equity compensation activity, not an open-market purchase or sale. It shows a derivative exercise of 2,066 2025 phantom shares into Class A shares and 1,048 shares withheld for taxes, typical of long-term incentive plan settlements.