Hess Midstream Amendment: 695,894 Opco units repurchased for ~$30M, 37.8% stake noted

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of aggregate beneficial ownership: reporting persons beneficially own 78,732,296 interests (37.8%) of Class A-equivalents.
• Completed Opco repurchase disclosed: HESM Opco purchased 695,894 Opco Class B Units for approximately $30 million ($43.11/unit), with cancellation executed.
• Transparency on unit convertibility: Hess Investments holds 78,283,296 Opco Class B Units redeemable one-for-one for Class A Shares, clarifying potential future dilution.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Reporting parties disclose a large, concentrated 37.8% stake and a small repurchase/cancellation of Opco units.

The amendment clarifies ownership and corporate actions affecting voteable and economic interests. A combined beneficial position equal to 37.8% of Class A Shares is material from a governance perspective because it signals concentrated influence over limited partner decisions. The repurchase and cancellation of 695,894 Opco Class B Units (and matching cancellation of Class B Shares) slightly reduces the pool of convertible units but does not materially change the reported aggregate ownership percentage. Disclosure is routine and increases transparency about the chain of ownership through Hess Investments, Hess Corporation and Chevron Corporation.

Financial Analyst

TL;DR: The filing records a modest $30M Opco unit repurchase and confirms significant Class A economic exposure via redeemable B units.

The repurchase for approximately $30 million ($43.11 per unit) reduced Opco Class B Units by 695,894 and resulted in corresponding cancellation of Class B Shares held by Hess Investments. Hess Investments still holds 78,283,296 Opco Class B Units redeemable one-for-one for Class A Shares, plus 449,000 Class A Shares, yielding the reported 78,732,296 Class A-equivalent beneficial interests. The transaction appears tidily executed under the disclosed agreement and the schedule amendment provides investors clear numeric reconciliation of outstanding Class A equivalents.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)

Hess Midstream LP

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

428103105

(CUSIP Number)

Mary A. Francis
c/o Chevron Corporation, 5001 Executive Parkway, Suite 200
San Ramon, CA, 94583
(925) 842-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 428103105

1

Name of reporting person

Hess Investments North Dakota LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,732,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,732,296.00

11

Aggregate amount beneficially owned by each reporting person

78,732,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.8 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Delaware Limited Liability Company

SCHEDULE 13D

CUSIP No. 428103105

1

Name of reporting person

Hess Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,732,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,732,296.00

11

Aggregate amount beneficially owned by each reporting person

78,732,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 428103105

1

Name of reporting person

Chevron Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 78,732,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 78,732,296.00

11

Aggregate amount beneficially owned by each reporting person

78,732,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

37.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Shares
(b)	Name of Issuer: Hess Midstream LP
(c)	Address of Issuer's Principal Executive Offices: 1501 MCKINNEY STREET, HOUSTON, TEXAS , 77010.
Item 1 Comment: This Amendment No. 25 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on December 17, 2019 (as amended, the "Statement"), relating to the Class A Shares representing limited partner interests (the "Class A Shares") of Hess Midstream LP, a Delaware limited partnership (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: August 2025 Repurchase Agreement On August 8, 2025, pursuant to the previously disclosed August 2025 Repurchase Agreement, the August 2025 Repurchase Transaction closed, pursuant to which HESM Opco purchased from Hess Investments 695,894 Opco Class B Units for an aggregate purchase price of approximately $30 million, or $43.11 per unit. Pursuant to the terms of the August 2025 Repurchase Agreement, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by Hess Investments in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference to this Item 5. The information on the cover pages sets forth the aggregate number of Class A Shares and percentage of Class A Shares outstanding beneficially owned by each of the Reporting Persons, based on 129,947,965 Class A Shares outstanding as of August 8, 2025.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5. Hess Investments is the record holder of (i) 449,000 Class A Shares and (ii) 78,283,296 Opco Class B Units, which may be redeemed for Class A Shares on a one-for-one basis at the option of the holder. Hess Investments is an indirect, wholly owned subsidiary of Hess Corporation. Hess Corporation is a direct, wholly owned subsidiary of Chevron Corporation. As a result, Chevron Corporation and Hess Corporation may be deemed to share beneficial ownership of the securities held of record by Hess Investments.
(c)	Except as described in Item 4, none of the Reporting Persons nor Related Persons has effected any transactions in the Class A Shares or Opco Class B Units since Amendment No. 24.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hess Investments North Dakota LLC

Signature:	/s/ Kari H. Endries
Name/Title:	Kari H. Endries, Assistant Secretary
Date:	08/08/2025

Hess Corporation

Signature:	/s/ Kari H. Endries
Name/Title:	Kari H. Endries, Assistant Secretary
Date:	08/08/2025

Chevron Corporation

Signature:	/s/ Christine L. Cavallo
Name/Title:	Christine L. Cavallo, Assistant Secretary
Date:	08/08/2025

FAQ

What stake do Hess and Chevron report in HESM (HESM)?

The reporting persons collectively beneficially own 78,732,296 Class A-equivalent interests, equal to 37.8% of the 129,947,965 Class A Shares outstanding.

What was repurchased under the August 2025 Repurchase Agreement?

HESM Opco purchased 695,894 Opco Class B Units from Hess Investments for approximately $30 million (about $43.11 per unit), and those units were cancelled.

Did the issuer cancel any Class B Shares as part of the transaction?

Yes. Pursuant to the agreement, the Issuer cancelled an equal number of Class B Shares held by Hess Investments for no consideration in connection with the Opco unit cancellation.

How many Class A Shares does Hess Investments directly hold?

Hess Investments is 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.

Does this amendment report any other transactions since the prior amendment?

Except for the August 2025 Repurchase Transaction described, the filing states no other transactions in the Class A Shares or Opco Class B Units since Amendment No. 24.