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Hess Midstream LP director Stephen J J Letwin reported routine equity compensation activity. He exercised 1,612 2025 phantom shares into 1,612 Class A shares at an effective price of $0.00 per share, increasing his direct Class A holdings to 32,423 shares. He also received a new grant of 1,656 2026 phantom shares, each economically equivalent to one Class A share and scheduled to vest on March 8, 2027.
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.
Hess Midstream LP director David W. Niemiec reported routine equity compensation activity. He exercised 1,612 2025 phantom shares, receiving 1,612 Class A shares, with each phantom share economically equivalent to one Class A share. The 2025 phantom shares vested on March 8, 2026.
On the same date, he was granted 1,656 2026 phantom shares for his service as director. These phantom shares will vest on March 8, 2027 and have no expiration date. Following these transactions, Niemiec directly holds 50,527 Class A shares and 1,656 phantom shares.
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.
Chevron Corporation, Hess Corporation and Hess Investments North Dakota LLC updated their Schedule 13D for Hess Midstream LP to reflect current ownership and a recent unit repurchase. The reporting group beneficially owns 78,276,485 Class A Shares, representing 37.8% of Hess Midstream’s Class A Shares outstanding as of March 2, 2026.
Hess Midstream Operations LP agreed to repurchase 455,811 Opco Class B Units from Hess Investments North Dakota LLC for approximately $18 million, or $39.49 per unit, under a March 2, 2026 Unit Repurchase Agreement. The transaction closed on March 4, 2026, and the repurchased units and an equal number of associated Class B Shares were cancelled.
Hess Midstream LP approved a combined $60 million equity repurchase, split between sponsor-held units and publicly traded Class A shares. Its subsidiary agreed to buy 455,811 Class B units from a Chevron affiliate for approximately $18 million at $39.49 per unit, with those units then cancelled.
The company also entered into a $42 million accelerated share repurchase with JPMorgan, initially receiving 744,492 Class A shares, with the final share count set by volume-weighted average prices through March 2026. Management states these actions support its framework for at least 5% annual distribution growth through 2028 and about $1 billion of expected financial flexibility over that period.
Hess Midstream LP filed a Form S-3 shelf registration to offer Class A Shares representing limited partner interests and Preferred Shares, permitting one or more offerings from time to time after the registration becomes effective.
The prospectus describes general terms and states that specific offering terms and any underwriters will be disclosed in a prospectus supplement. The prospectus incorporates ongoing SEC reports by reference and notes Chevron became the Sponsor following a merger on July 18, 2025. As of February 18, 2026, the company reported 129,403,244 Class A Shares outstanding and 78,283,296 Class B Shares outstanding. The last reported NYSE price for Class A Shares was $38.07 per share on February 24, 2026.
Hess Midstream LP outlines in its annual report how it operates a fee-based, growth‑oriented midstream business serving Chevron and third parties in the Bakken shale. The partnership owns extensive gathering, gas processing, storage, terminaling, rail and water‑handling assets under long‑term, minimum‑volume contracts with Chevron.
At December 31, 2025, Hess Midstream held a 62.3% controlling interest in its operating partnership, while Chevron held a 37.7% noncontrolling economic interest and was also its primary customer. The company emphasizes stable cash flows from minimum volume commitments and details extensive environmental, safety, regulatory and concentration‑of‑customer risks tied to Chevron’s Bakken operations.
Hess Midstream LP reported beneficial ownership disclosures from ALPS Advisors, Inc. and the Alerian MLP ETF. As of December 31, 2025, ALPS Advisors may be deemed to beneficially own 30,303,091 Class A Shares (reported 23.42%) and Alerian MLP ETF holds 29,908,345 Class A Shares (reported 23.11%). The percentage calculations use 129,392,378 Class A Shares outstanding as of October 31, 2025, per the issuer's Form 10-Q, and this amendment updates prior calculations that used the consolidated total (approximately 207 million on an as-exchanged basis).
Harvest Fund Advisors and affiliated Blackstone entities report owning 6,528,473 Hess Midstream LP Class A shares, or 5.1% of the class. These Class A units represent limited partner interests in Hess Midstream.
The shares are held in funds and accounts managed by Harvest Fund Advisors LLC, with a chain of control running through multiple Blackstone holding and management entities up to Blackstone Inc. and Blackstone Group Management L.L.C., which is controlled by founder Stephen A. Schwarzman. All reporting persons state that they may be deemed beneficial owners through these control relationships but expressly disclaim beneficial ownership.
The ownership percentage is calculated using 129,392,378 Class A shares outstanding as of October 31, 2025, as disclosed in Hess Midstream’s Form 10-Q. The group also certifies that the securities were not acquired to change or influence control of Hess Midstream, other than activities solely in connection with a nomination under the specified proxy rule.