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Chevron Corporation, Hess Corporation and Hess Investments North Dakota LLC filed a Form 4 reporting transactions in Hess Midstream LP (HESM) dated 08/08/2025. The filing states that 695,894 Opco Class B Units were repurchased by Hess Midstream Operations LP from HINDL and the related 695,894 Class B Shares were cancelled for no consideration.
Following the transaction, the filing reports 78,283,296 Class A share-equivalents held indirectly by HINDL and 449,000 Class A Shares reported as held indirectly. The filing notes the Opco Class B Units are convertible one-for-one into Class A Shares with no expiration, and that Chevron and Hess may be deemed to beneficially own securities held of record by HINDL but disclaim such ownership except to the extent of pecuniary interest. The transaction was reported as exempt under Rule 16a-13 where indicated.
Hess Investments North Dakota LLC, Hess Corporation and Chevron Corporation report they collectively beneficially own 78,732,296 Class A-equivalent interests in Hess Midstream LP, representing 37.8% of the 129,947,965 Class A Shares outstanding. The filing amends prior Schedule 13D disclosures to reflect a recently completed repurchase by HESM Opco under the previously disclosed August 2025 Repurchase Agreement.
Under that transaction, HESM Opco purchased 695,894 Opco Class B Units from Hess Investments for approximately $30 million ($43.11 per unit). The repurchased Opco units were cancelled and the issuer cancelled an equal number of Class B Shares held by Hess Investments for no consideration. Hess Investments remains the record holder of 449,000 Class A Shares and 78,283,296 Opco Class B Units that are redeemable one-for-one for Class A Shares at the holder’s option.
Filing: This is Amendment No. 24 to a Schedule 13D/A reporting relationships among Hess Investments North Dakota LLC, Hess Corporation and Chevron Corporation regarding Hess Midstream LP (Class A Shares).
Key disclosures: The reporting persons state aggregate beneficial ownership of 79,428,190 Class A shares (37.8% of the class). The amendment reports an August 4, 2025 Unit Repurchase Agreement under which HESM Opco agreed to purchase 695,894 Opco Class B Units for approximately $30 million (approximately $43.11 per unit and thereafter cancel the Repurchased Units and an equal number of Class B Shares for no consideration. The repurchase agreement is filed as an exhibit and incorporated by reference.
Hess Midstream LP (HESM) has filed a Form 144 indicating the proposed sale of up to 12,500 Class A limited partner units. The shares were originally acquired on 04/05/2017 through an open-market purchase for cash. The filer plans to execute the sale through Fidelity Brokerage Services on or about 08/06/2025.
The prospective sale carries an aggregate market value of $528,296.65, based on the market price at the time of filing. Compared with the issuer’s total outstanding units of 116,778,607, the contemplated sale represents roughly 0.01 % of total float, suggesting a limited impact on overall supply. No other sales by the same person have been reported during the past three months.
Form 144 signals that the seller may be an affiliate or insider subject to Rule 144 resale restrictions. The filer affirms no undisclosed material adverse information and acknowledges potential penalties for misstatements under 18 U.S.C. 1001.