Schedule 13D/A: Hess/Chevron report 37.8% stake; $30M Opco unit buyback

Rhea-AI Filing Summary

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

Positive

• Unit Repurchase executed: HESM Opco agreed to buy 695,894 Opco Class B Units for ~$30 million ($43.11/unit)
• Cancellation mechanism: Repurchased units and an equal number of Class B Shares will be cancelled for no consideration
• Clear ownership disclosure: Reporting persons beneficially own 79,428,190 Class A shares (37.8%)
• Agreement filed as exhibit: Unit Repurchase Agreement incorporated by reference (Exhibit 25/Exhibit 10.1 to current report filed Aug 6, 2025)

Negative

• None.

Insights

Financial Analyst

TL;DR Amendment reports a ~$30M Opco unit repurchase and continued ~37.8% beneficial ownership by Hess-related reporting persons.

The filing discloses a specific corporate action: a Unit Repurchase Agreement dated August 4, 2025 in which HESM Opco will buy 695,894 Opco Class B Units for ~ $30 million ($43.11/unit) and cancel those units along with an equal number of Class B Shares for no consideration. The Schedule 13D/A confirms the reporting persons collectively hold 79,428,190 Class A shares, representing 37.8% of the class. The agreement is attached as an exhibit and incorporated by reference, and signatures are dated August 6, 2025.

Corporate Governance Expert

TL;DR Amendment documents a targeted repurchase and formal cancellation process; reporting persons retain a large, disclosed stake.

The amendment amends Items 4 and 6 to disclose the August 4, 2025 Unit Repurchase Agreement and clarifies that the Repurchased Units will be canceled and corresponding Class B Shares will be canceled by the Issuer for no consideration, per the Amended Opco Partnership Agreement. The reporting persons' shared voting and dispositive power are disclosed as 79,428,190 shares. The repurchase agreement is filed as an exhibit (Exhibit 25) and incorporated by reference to the issuer's current report filed August 6, 2025.

08/06/2025 - 05:05 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)

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)

08/04/2025

(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 79,428,190.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,428,190.00

11

Aggregate amount beneficially owned by each reporting person

79,428,190.00

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 79,428,190.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,428,190.00

11

Aggregate amount beneficially owned by each reporting person

79,428,190.00

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 79,428,190.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 79,428,190.00

11

Aggregate amount beneficially owned by each reporting person

79,428,190.00

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. 24 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 4, 2025, the Issuer, HESM Opco and Hess Investments entered into a Unit Repurchase Agreement (the "August 2025 Repurchase Agreement"), pursuant to which HESM Opco agreed to purchase from Hess Investments 695,894 Opco Class B Units (the "Repurchased Units"), for an aggregate purchase price of approximately $30 million, or $43.11 per unit (the "August 2025 Repurchase Transaction"). Pursuant to the terms of the August 2025 Repurchase Agreement, immediately following the closing of the August 2025 Repurchase Transaction, HESM Opco will cancel the Repurchased Units, and the Issuer will cancel, 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. The above description of the August 2025 Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Statement is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the August 2025 Repurchase Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 25: Unit Repurchase Agreement, dated as of August 4, 2025, by and among Hess Midstream Operations LP, Hess Midstream LP and Hess Investments North Dakota LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 6, 2025)

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:	08/06/2025

Hess Corporation

Signature:	/s/ Kari H. Endries
Name/Title:	Kari H. Endries, Assistant Secretary
Date:	08/06/2025

Chevron Corporation

Signature:	/s/ Christine L. Cavallo
Name/Title:	Christine L. Cavallo, Assistant Secretary
Date:	08/06/2025

FAQ

What did the HESM Schedule 13D/A amendment filed Aug 6, 2025 disclose?

The amendment discloses an August 4, 2025 Unit Repurchase Agreement and reports aggregate beneficial ownership of 79,428,190 Class A shares (37.8%) by the reporting persons.

How many Opco units were repurchased and for what price?

HESM Opco agreed to purchase 695,894 Opco Class B Units for an aggregate purchase price of approximately $30 million, or about $43.11 per unit.

What happens to the repurchased units according to the filing?

Immediately following closing, HESM Opco will cancel the Repurchased Units and the Issuer will cancel an equal number of Class B Shares held by Hess Investments for no consideration.

Is the repurchase agreement available in the filing?

Yes. The Unit Repurchase Agreement is filed as Exhibit 25 and incorporated by reference to Exhibit 10.1 of the issuer's current report filed Aug 6, 2025.

Who signed the Schedule 13D/A amendment and when?

Signatures are by Kari H. Endries (Assistant Secretary) for Hess Investments North Dakota LLC and Hess Corporation and by Christine L. Cavallo (Assistant Secretary) for Chevron Corporation, dated 08/06/2025.