Hess Midstream LP

Previous wording

Unless otherwise stated or the context otherwise indicates, references in this report to “Hess Midstream LP,” “the Company,” “us,” “our,” “we” or similar terms refer to Hess Midstream LP, including its consolidated subsidiaries. References to “Partnership” refer to Hess Midstream Operations LP. References to “Sponsor” or “Sponsors” refer to Hess Corporation (“Hess”) and GIP II Blue Holding, L.P. (“GIP”) when referring to periods prior to May 30, 2025, Hess from May 30, 2025 to July 17, 2025, and Chevron Corporation (“Chevron”) from July 18, 2025 to present.

Current wording

Unless otherwise stated or the context otherwise indicates, references in this report to “Hess Midstream LP,” “the Company,” “us,” “our,” “we” or similar terms refer to Hess Midstream LP, including its consolidated subsidiaries. References to “Partnership” refer to Hess Midstream Operations LP. References to “Sponsor” or “Sponsors” refer to (a) Hess Corporation (“Hess”) and GIP II Blue Holding, L.P. (“GIP”) when referring to periods prior to May 30, 2025, (b) Hess from May 30, 2025 to July 17, 2025, and (c) Chevron from July 18, 2025 to present.

Previous wording

This discussion contains forward‑looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in our 2024 Annual Report.

Current wording

This discussion contains forward‑looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those risk factors discussed in our 2024 Annual Report and risk factors included in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Previous wording

We are managed and controlled by Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner. Prior to May 30, 2025, the general partner of our general partner was owned 50/50 by affiliates of Hess and GIP. As described below, as of the closing of the May 2025 GIP equity offering transaction, GIP no longer holds any Class A Shares of the Company or any Class B Units of the Partnership and no longer holds a direct or indirect ownership interest in GP LLC, our general partner, the Company, or the Partnership. From May 30, 2025 to July 17, 2025, the general partner of our general partner was wholly owned by Hess.

Current wording

We are managed and controlled by Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner. Prior to May 30, 2025, GP LLC was owned 50/50 by affiliates of Hess and GIP. As described below, as of the closing of the May 2025 GIP equity offering transaction, GIP no longer holds any Class A Shares of the Company or any Class B Units of the Partnership and no longer holds a direct or indirect ownership interest in GP LLC, our general partner, the Company, or the Partnership. From May 30, 2025 to July 17, 2025, GP LLC was wholly owned by Hess.

Previous wording

Chevron Merger. On July 18, 2025, Hess and Chevron completed the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger”). As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns 100% of the limited liability company interests in GP LLC, 100% of the partnership interests in our general partner, and an approximate 37.8% interest in the Company on a consolidated basis.

Current wording

Chevron Merger. On July 18, 2025, Hess and Chevron completed the previously announced merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger”). As a result of the Merger, Chevron is the direct parent of Hess and, therefore, indirectly owns 100% of the limited liability company interests in GP LLC, 100% of the partnership interests in our general partner, and an approximate 37.9% interest in the Company on a consolidated basis.

Previous wording

On May 9, 2025, the Partnership purchased directly from the Sponsors 5,151,842 Class B Units for an aggregate purchase price of approximately $190.0 million. The purchase price per Class B Unit was $36.88, the closing price of the Class A Shares on May 5, 2025. The repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility.

Current wording

On May 9, 2025, the Partnership purchased directly from the Sponsors 5,151,842 Class B Units for an aggregate purchase price of approximately $190.0 million. The purchase price per Class B Unit was $36.88, the closing price of the Class A Shares on May 5, 2025.

Previous wording

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares representing limited partner interests (the “Class A Shares”) in an underwritten public offering at a price of $39.45 per Class A Share, less underwriting discounts. GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025. GIP received net proceeds from the offering of approximately $494.7 million, after deducting underwriting discounts. On May 30, 2025, GIP sold an aggregate of 15,022,517 of our Class A Shares in an underwritten public offering at a price of $37.25 per Class A Share, less underwriting discounts. GIP received net proceeds from the offering of approximately $553.7 million, after deducting underwriting discounts. The Company did not receive any proceeds from the offering transactions. The offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors.

Current wording

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares representing limited partner interests (the “Class A Shares”) in an underwritten public offering at a price of $39.45 per Class A Share, less underwriting discounts. GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025. GIP received net proceeds from the offering of approximately $494.7 million, after deducting underwriting discounts.

Previous wording

In May 2025, we repurchased $10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution. Under the terms of the ASR, we paid $10.0 million in cash to the financial institution and received 267,532 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction. The ASR transaction was funded using borrowings under the Partnership’s existing revolving credit facility.

Current wording

In the second quarter of 2025, we repurchased $10.0 million of our publicly traded Class A Shares through an accelerated share repurchase (“ASR”) transaction with a financial institution. Under the terms of the ASR, we paid $10.0 million in cash to the financial institution and received 267,532 Class A Shares as determined by the average of the daily volume-weighted average prices of Class A Shares during the term of the transaction.

Previous wording

As a result of the equity offering and unit and share repurchase transactions described above, our public ownership increased from approximately 47.3% at December 31, 2024, to approximately 62.2% at June 30, 2025, on a consolidated basis.

Current wording

As a result of the equity offering and unit and share repurchase transactions described above, our public ownership increased from approximately 47.3% at December 31, 2024, to approximately 62.1% at September 30, 2025, on a consolidated basis.

Previous wording

Investment Grade Rating. On July 24, 2025, the Partnership received an investment grade rating from S&P Global Ratings (“S&P”). S&P assigned a rating of ‘BBB-’ to the Partnership’s unsecured debt and raised the Partnership’s issuer level credit rating to ‘BBB-’, with a stable outlook. As a result of this investment grade rating and subject to the satisfaction of certain customary conditions, the Partnership is not expected to be required to comply with certain restrictive covenants set forth in the unsecured notes indentures. Additionally, as a result of the investment grade rating, certain restrictive covenants on the Partnership’s Credit Facilities fall away and become more permissive. See Note 12, Subsequent Events for additional description.

Current wording

Credit Ratings. On July 24, 2025, the Partnership received an investment grade rating from S&P. S&P assigned a rating of ‘BBB-’ to the Partnership’s unsecured debt and raised the Partnership’s issuer level credit rating to ‘BBB-’, with a stable outlook. As a result of this investment grade rating, the Partnership is not required to comply with certain restrictive covenants set forth in the unsecured notes indentures. Additionally, as a result of the investment grade rating, certain restrictive covenants on the Partnership’s Credit Facilities fell away and became more permissive. At September 30, 2025, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P, BB+ by Fitch Ratings, and Ba2 by Moody’s Investors Service.

Previous wording

Significant financial and operating highlights for the second quarter of 2025 included:

Current wording

Significant financial and operating highlights for the third quarter of 2025 included:

Previous wording

Consolidated net income of $179.7 million;

Current wording

Consolidated net income of $175.5 million;

Previous wording

Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $90.3 million, or $0.74 basic earnings per Class A Share;

Current wording

Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $97.7 million, or $0.75 basic earnings per Class A Share;

Previous wording

Cash distribution of $0.7370 per Class A Share declared on July 28, 2025, an increase of $0.0272 per Class A Share for the second quarter of 2025 as compared with the first quarter of 2025.

Current wording

Cash distribution of $0.7548 per Class A Share declared on October 27, 2025, an increase of $0.0178 per Class A Share for the third quarter of 2025 as compared with the second quarter of 2025.

Previous wording

Revenues and other income in the second quarter of 2025 were $414.2 million, up from $365.5 million in the prior‑year quarter, primarily due to higher physical volumes and higher tariff rates. Total operating costs and expenses in the second quarter of 2025 were $154.0 million, up from $143.2 million in the prior-year quarter, primarily due to higher pass-through electricity and produced water trucking and disposal costs, higher employee costs and depreciation expense for additional assets placed in service. Interest expense, net of interest income, in the second quarter of 2025 was $55.4 million, up from $49.7 million in the prior-year quarter, primarily due to $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024. Income tax expense was $29.1 million, up from $16.0 million in the prior-year quarter, primarily resulting from ownership changes following GIP secondary equity offering and Class B Unit repurchase transactions. As a result, consolidated net income increased $19.4 million and Adjusted EBITDA increased $39.5 million for the second quarter of 2025 compared with the second quarter of 2024.

Current wording

Revenues and other income in the third quarter of 2025 were $420.9 million, up from $378.5 million in the prior‑year quarter, primarily due to higher physical volumes and higher tariff rates. Total operating costs and expenses in the third quarter of 2025 were $162.0 million, up from $146.8 million in the prior-year quarter, primarily due to higher employee costs, depreciation and pass-through electricity and produced water trucking and disposal costs. Interest expense, net of interest income, in the third quarter of 2025 was $57.1 million, up from $51.8 million in the prior-year quarter, primarily due to higher borrowings under the Company’s revolving credit facility. Income tax expense was $31.5 million, up from $18.9 million in the prior-year quarter, primarily resulting from ownership changes following the GIP secondary equity offering and Class A Share and Class B Unit repurchase transactions. As a result, consolidated net income increased $10.8 million and Adjusted EBITDA increased $33.8 million for the third quarter of 2025 compared with the third quarter of 2024.

Previous wording

Throughput volumes increased 7% for gas processing, 9% for oil terminaling and 11% for water gathering in the second quarter of 2025 compared with the second quarter of 2024, primarily due to higher production.

Current wording

Throughput volumes increased 10% for gas processing, 7% for oil terminaling and 7% for water gathering in the third quarter of 2025 compared with the third quarter of 2024, primarily due to higher production and higher third-party gas volumes.

Previous wording

We generate substantially all of our revenues by charging fees for gathering, compressing and processing natural gas and fractionating natural gas liquids (“NGLs”); gathering, terminaling, loading and transporting crude oil and NGLs; storing and terminaling propane; and gathering and disposing of produced water. We have entered into long‑term, fee‑based commercial agreements with Hess effective January 1, 2014, for oil and gas services agreements, and effective January 1, 2019, for water services agreements.

Current wording

We generate substantially all of our revenues by charging fees for gathering, compressing and processing natural gas and fractionating natural gas liquids (“NGLs”); gathering, terminaling, loading and transporting crude oil and NGLs; storing and terminaling propane; and gathering and disposing of produced water. We have entered into long‑term, fee‑based commercial agreements with Chevron effective January 1, 2014, for oil and gas services agreements, and effective January 1, 2019, for water services agreements.

Previous wording

Except for the water services agreements and except for a certain gathering sub-system, as described below, each of our commercial agreements with Hess had an initial 10-year term. We exercised our renewal options to extend each of these commercial agreements for one additional 10-year term (“Secondary Term”) effective January 1, 2024, through December 31, 2033. There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options. For this gathering sub-system, the initial term is 15 years effective January 1, 2014, and the Secondary Term is 5 years. For the water services agreements the initial term is 14 years effective January 1, 2019, and the Secondary Term is 10 years. We have the sole option to renew these remaining agreements for their Secondary Term that is exercisable at a later date. Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

Current wording

Except for the water services agreements and except for a certain gathering sub-system, as described below, each of our commercial agreements with Chevron had an initial 10-year term. We exercised our renewal options to extend each of these commercial agreements for one additional 10-year term (“Secondary Term”) effective January 1, 2024, through December 31, 2033. There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options. For this gathering sub-system, the initial term is 15 years effective January 1, 2014, and the Secondary Term is 5 years. For the water services agreements the initial term is 14 years effective January 1, 2019, and the Secondary Term is 10 years. We have the sole option to renew these remaining agreements for their Secondary Term that is exercisable at a later date. Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

Previous wording

These agreements include dedications covering substantially all of Hess’ existing and future owned or controlled production in the Bakken, minimum volume commitments, inflation escalators and fee recalculation mechanisms, all of which are intended to provide us with cash flow stability and growth, as well as downside risk protection. In particular, Hess’ minimum volume commitments under our commercial agreements provide minimum levels of cash flows and the fee recalculation mechanisms under the agreements allow fees to be adjusted annually to provide us with cash flow stability during the initial term of the agreements. During the Secondary Term of the agreements, the fee recalculation model is replaced by an inflation-based fee structure. See Note 3, Related Party Transactions for additional description of our commercial agreements.

Current wording

These agreements include dedications covering substantially all of Chevron’s existing and future owned or controlled production in the Bakken, minimum volume commitments, inflation escalators and fee recalculation mechanisms, all of which are intended to provide us with cash flow stability and growth, as well as downside risk protection. In particular, Chevron’s minimum volume commitments under our commercial agreements provide minimum levels of cash flows and the fee recalculation mechanisms under the agreements allow fees to be adjusted annually to provide us with cash flow stability during the initial term of the agreements. During the Secondary Term of the agreements, the fee recalculation model is replaced by an inflation-based fee structure. See Note 3, Related Party Transactions for additional description of our commercial agreements.

Previous wording

Our revenues also include revenues from (i) third-party volumes contracted directly with us, (ii) third-party volumes contracted with Hess and delivered to us under the commercial agreements with Hess described above, and (iii) pass-through third-party rail transportation costs, third-party produced water trucking and disposal costs, electricity fees and certain other third-party fees, for which we recognize revenues in an amount equal to the costs. Together with our Sponsor, we are pursuing strategic relationships with third-party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Current wording

Our revenues also include revenues from (i) third-party volumes contracted directly with us, (ii) third-party volumes contracted with Chevron and delivered to us under the commercial agreements with Chevron described above, and (iii) pass-through third-party rail transportation costs, third-party produced water trucking and disposal costs, electricity fees and certain other third-party fees, for which we recognize revenues in an amount equal to the costs. Together with our Sponsor, we are pursuing strategic relationships with third-party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Previous wording

Volumes. The amount of revenues we generate primarily depends on the volumes of crude oil, natural gas, NGLs and produced water that we handle at our gathering, processing, terminaling, storage facilities and disposal facilities. These volumes are affected primarily by the supply of and demand for crude oil, natural gas and NGLs in the markets served directly or indirectly by our assets, including changes in crude oil prices, which may further affect volumes delivered by Hess. Although Hess has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to:

Current wording

Volumes. The amount of revenues we generate primarily depends on the volumes of crude oil, natural gas, NGLs and produced water that we handle at our gathering, processing, terminaling, storage facilities and disposal facilities. These volumes are affected primarily by the supply of and demand for crude oil, natural gas and NGLs in the markets served directly or indirectly by our assets, including changes in crude oil prices, which may further affect volumes delivered by Chevron. Although Chevron has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to:

Previous wording

identify and execute expansion projects, and capture incremental throughput volumes from Hess and third parties for these expanded facilities;

Current wording

identify and execute expansion projects, and capture incremental throughput volumes from Chevron and third parties for these expanded facilities;

Previous wording

Revenues and other income increased $26.9 million in the second quarter of 2025 compared to the second quarter of 2024, of which $9.0 million is attributable to higher tariff rates, $6.9 million is attributable to higher gas gathering physical volumes, and $3.9 million is attributable to higher water gathering and disposal revenue. Additionally, $3.9 million of the increase is attributable to higher pass‑through revenue, $2.9 million is attributable to higher crude oil gathering physical volumes, and $0.3 million is attributable to services provided directly to third parties.

Current wording

Revenues and other income increased $23.8 million in the third quarter of 2025 compared to the third quarter of 2024, of which $6.5 million is attributable to higher tariff rates, $5.4 million is attributable to higher gas gathering physical volumes and $3.6 million is attributable to higher pass‑through revenue. Additionally, $3.4 million is attributable to services provided directly to third parties, $2.5 million is attributable to higher water gathering and disposal revenue and $2.4 million is attributable to higher crude oil gathering physical volumes.

Previous wording

Operating and maintenance expenses (exclusive of depreciation) increased $3.9 million, of which $3.9 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, and $2.9 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, offset by $2.9 million primarily attributable to lower maintenance activities. Depreciation expense increased $1.2 million due to new gathering assets brought into service.

Current wording

Operating and maintenance expenses (exclusive of depreciation) increased $7.3 million, of which $3.7 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $3.6 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees. Depreciation expense increased $2.3 million due to new gathering assets brought into service.

Previous wording

Revenues and other income increased $18.4 million in the second quarter of 2025 compared to the second quarter of 2024, of which $9.2 million is attributable to higher gas processing physical volumes, $7.3 million is attributable to higher tariff rates, $1.0 million is attributable to higher pass‑through revenue, and $0.9 million is attributable to services provided directly to third parties.

Current wording

Revenues and other income increased $14.5 million in the third quarter of 2025 compared to the third quarter of 2024, of which $7.9 million is attributable to higher gas processing physical volumes, $3.6 million is attributable to higher tariff rates and $3.5 million is attributable to services provided directly to third parties, slightly offset by $0.5 million attributable to lower pass‑through revenue.

Previous wording

Interest expense, net of interest income, increased $5.7 million in the second quarter of 2025 compared to the second quarter of 2024, of which $5.3 million is attributable to interest on senior unsecured notes primarily related to the $600.0 million 6.500% fixed-rate senior unsecured note issued in May 2024, $0.9 million is attributable to higher amortization of deferred finance costs and $0.7 million is attributable to lower interest income. These increases were partially offset by $1.2 million attributable to lower interest on lower borrowings under our Credit Facilities.

Current wording

Interest expense, net of interest income, increased $5.3 million in the third quarter of 2025 compared to the third quarter of 2024, of which $3.9 million is attributable to higher interest on higher borrowings under our Credit Facilities, $0.8 million is attributable to higher interest on senior unsecured notes, including amortization of deferred finance costs, and $0.6 million is attributable to lower interest income.

Previous wording

Income tax expense increased $13.1 million in the second quarter of 2025 compared to the second quarter of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2024 and 2025.

Current wording

Income tax expense increased $12.6 million in the third quarter of 2025 compared to the third quarter of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

Previous wording

Results of operations for the six months ended June 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

Current wording

Results of operations for the nine months ended September 30, 2025 and 2024 are presented below (in millions, unless otherwise noted).

Previous wording

Revenues and other income increased $42.4 million in the first six months of 2025 compared to the first six months of 2024, of which $13.5 million is attributable to higher gas gathering physical volumes, $11.2 million is attributable to higher tariff rates, $5.5 million is attributable to higher water gathering and disposal revenue, and $5.3 million is attributable to higher crude oil gathering physical volumes. Additionally, $4.8 million of the increase is attributable to higher pass‑through revenue, $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits and $0.8 million is attributable to services provided directly to third parties.

Current wording

Revenues and other income increased $66.2 million in the first nine months of 2025 compared to the first nine months of 2024, of which $18.9 million is attributable to higher gas gathering physical volumes, $17.7 million is attributable to higher tariff rates, $8.4 million is attributable to higher pass‑through revenue and $8.0 million is attributable to higher water gathering and disposal revenue. Additionally, $7.7 million is attributable to higher crude oil gathering physical volumes, $4.2 million is attributable to services provided directly to third parties and $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits.

Previous wording

Operating and maintenance expenses (exclusive of depreciation) increased $8.0 million in the first six months of 2025 compared to the first six months of 2024, of which $7.3 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $4.8 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, partially offset by $4.1 million primarily attributable to lower compressor stations overhauls and other maintenance activities. Depreciation expense increased $2.8 million due to new compressors and other new gathering assets brought into service.

Current wording

Operating and maintenance expenses (exclusive of depreciation) increased $15.3 million in the first nine months of 2025 compared to the first nine months of 2024, of which $10.9 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements and $8.4 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, partially offset by $4.0 million attributable to lower maintenance activities. Depreciation expense increased $5.1 million due to new compressors and other new gathering assets brought into service. General and administrative expenses increased $2.1 million due to higher employee costs charged to us under our omnibus and employee secondment agreements.

Previous wording

Revenues and other income increased $27.1 million in the first six months of 2025 compared to the first six months of 2024, of which $18.3 million is attributable to higher gas processing physical volumes, $5.5 million is attributable to higher tariff rates, $2.4 million is attributable to higher pass-through revenue and $0.9 million is attributable to services provided directly to third parties.

Current wording

Revenues and other income increased $41.6 million in the first nine months of 2025 compared to the first nine months of 2024, of which $26.2 million is attributable to higher gas processing physical volumes, $9.1 million is attributable to higher tariff rates, $4.4 million is attributable to services provided directly to third parties and $1.9 million is attributable to higher pass-through revenue.

Previous wording

Interest expense, net of interest income, increased $13.6 million in the first six months of 2025 compared to the first six months of 2024, of which $18.1 million is attributable to interest on $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, $14.7 million is attributable to interest on $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $2.0 million is attributable to extinguishment loss related to early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes and $1.8 million is attributable to higher amortization of deferred finance costs. These increases were partially offset by $14.5 million attributable to lower interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025, $7.9 million attributable to lower interest on lower borrowings under our Credit Facilities and $0.6 million higher interest income.

Current wording

Interest expense, net of interest income, increased $18.9 million in the first nine months of 2025 compared to the first nine months of 2024, of which $29.8 million is attributable to interest on $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, $14.7 million is attributable to interest on $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $2.2 million is attributable to higher amortization of deferred finance costs and $2.0 million is attributable to extinguishment loss related to early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes. These increases were partially offset by $25.8 million attributable to lower interest on $800.0 million 5.625% fixed-rate senior unsecured notes that were redeemed in March 2025 and $4.0 million attributable to lower interest on lower borrowings under our Credit Facilities.

Previous wording

Income tax expense increased $21.8 million in the first six months of 2025 compared to the first six months of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2024 and 2025.

Current wording

Income tax expense increased $34.4 million in the first nine months of 2025 compared to the first nine months of 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2024 and 2025.

Previous wording

We currently generate substantially all of our revenues under fee‑based commercial agreements with Hess, including third parties contracted with affiliates of Hess. These contracts provide cash flow stability and minimize our direct exposure to commodity price fluctuations, since we generally do not own any of the crude oil, natural gas, or NGLs that we handle and do not engage in the trading of crude oil, natural gas, or NGLs. However, commodity price fluctuations indirectly influence our activities and results of operations over the long-term, since they can affect production rates and investments by our Sponsor and third parties in the development of new crude oil and natural gas reserves. The markets for oil and natural gas are volatile and will likely continue to be volatile in the future.

Current wording

We currently generate substantially all of our revenues under fee‑based commercial agreements with Chevron, including third parties contracted with affiliates of Chevron. These contracts provide cash flow stability and minimize our direct exposure to commodity price fluctuations, since we generally do not own any of the crude oil, natural gas, or NGLs that we handle and do not engage in the trading of crude oil, natural gas, or NGLs. However, commodity price fluctuations indirectly influence our activities and results of operations over the long-term, since they can affect production rates and investments by our Sponsor and third parties in the development of new crude oil and natural gas reserves. The markets for oil and natural gas are volatile and will likely continue to be volatile in the future.

Previous wording

The majority of our systems entered the Secondary Term of our commercial agreements, which includes a fixed fee structure based on the average fees paid by Hess during 2021-2023 adjusted annually for inflation up to 3% a year. Such a fee structure may provide less downside risk protection in the future compared to the fee structure we had during the initial term of the commercial agreements. For our terminaling and water gathering systems, the rates will continue to be reset through our annual rate redetermination process through 2033. For all of our systems, MVCs will continue to provide downside risk protection through 2033. Generally, all of our volumes are expected to be above currently established MVC levels in 2025, 2026 and 2027.

Current wording

The majority of our systems entered the Secondary Term of our commercial agreements, which includes a fixed fee structure based on the average fees paid by Chevron during 2021-2023 adjusted annually for inflation up to 3% a year. Such a fee structure may provide less downside risk protection in the future compared to the fee structure we had during the initial term of the commercial agreements. For our terminaling and water gathering systems, the rates will continue to be reset through our annual rate redetermination process through 2033. For all of our systems, MVCs will continue to provide downside risk protection through 2033. Generally, all of our volumes are expected to be above currently established MVC levels in 2025, 2026 and 2027.

Previous wording

Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders. On July 28, 2025, we declared a quarterly cash distribution of $0.7370 per Class A Share, to be paid on August 14, 2025 to shareholders of record on August 7, 2025. Simultaneously, the Partnership will make a distribution of $0.7370 per Class B Unit of the Partnership to the Sponsors.

Current wording

Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders. On October 27, 2025, we declared a quarterly cash distribution of $0.7548 per Class A Share, to be paid on November 14, 2025 to shareholders of record on November 6, 2025. Simultaneously, the Partnership will make a distribution of $0.7548 per Class B Unit of the Partnership to our Sponsor.

Previous wording

As of June 30, 2025, the Partnership had $1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion five-year revolving credit facility and a $400.0 million five‑year Term Loan A facility. The Credit Facilities mature in July 2027. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the five-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin that ranged from 1.65% to 2.55%, while the applicable margin for the five‑year syndicated revolving credit facility ranged from 1.375% to 2.050%. Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). As of June 30, 2025, borrowings of $273.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $375.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

Current wording

As of September 30, 2025, the Partnership had $1.4 billion senior unsecured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion five-year revolving credit facility and a $400.0 million five‑year Term Loan A facility. The Credit Facilities mature in July 2027. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the five-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin that, prior to the Investment Grade Rating Date, ranged from 1.65% to 2.55%, while the applicable margin for the five‑year syndicated revolving credit facility ranged from 1.375% to 2.050%. As a result of the investment grade rating, on and after the Investment Grade Rating Date, borrowings under the Partnership’s five-year Term Loan A facility bear interest at SOFR plus the applicable margin ranging from 1.10% to 1.85%, while the applicable margin for the five-year syndicated revolving credit facility ranges from 1.00% to 1.60%. On and after the Investment Grade Rating Date, pricing levels for the facility fee and interest rate margins are based on the Partnership’s Designated Rating (as defined in the Credit Facilities). As of September 30, 2025, borrowings of $356.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $370.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

Previous wording

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes. The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions. The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions) and a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter. As of June 30, 2025, the Partnership was in compliance with these financial covenants.

Current wording

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes. After the Investment Grade Rating Date, each of the guarantors was released from its obligations under the guarantee agreement, each of the loan parties was released from its obligations under the security documents to which it was a party and all liens granted to the administrative agent by the loan parties on any collateral were released. Additionally, after the Investment Grade Rating Date, the covenant that requires the Partnership to maintain a ratio of secured debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter fell away. The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to Consolidated EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter (5.50 to 1.00 during the specified period following certain acquisitions). As of September 30, 2025, the Partnership was in compliance with this financial covenant.

Previous wording

Operating Activities. Net cash provided by operating activities increased $22.4 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily due to an increase in revenues and other income of $75.1 million, an increase in distributions received from equity investments of $2.2 million, partially offset by an increase in expenses, other than depreciation, equity-based compensation and other non-cash gains and losses of $28.6 million and an increase in cash used by changes in working capital of $26.3 million.

Current wording

Operating Activities. Net cash provided by operating activities increased $56.4 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to an increase in revenues and other income of $117.5 million and an increase in distributions received from equity investments of $3.3 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $43.2 million and an increase in cash used by changes in working capital of $21.2 million.

Previous wording

Investing Activities. Net cash used in investing activities decreased $9.8 million for the six months ended June 30, 2025, compared to the same period in 2024, primarily driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and associated pipeline infrastructure expansion program.

Current wording

Investing Activities. Net cash used in investing activities decreased $22.1 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily driven by the timing of payments for additions to property, plant, and equipment predominantly related to our compression capacity and associated pipeline infrastructure expansion program.

Previous wording

Financing Activities. Net cash used in financing activities increased $126.2 million for the six months ended June 30, 2025, compared to the same period in 2024. In the first six months of 2025, we received proceeds of $787.5 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028, compared to $591.1 million in proceeds, net of financing costs, from our issuance of the 6.500% fixed-rate senior unsecured notes in 2024. In addition, we received $258.0 million net proceeds from borrowings under our Credit Facilities compared to repayments of $340.0 million from borrowings under our Credit Facilities in 2024. We used the net proceeds from the issuance of the new 5.875% fixed-rate senior unsecured notes, along with borrowings under our revolving credit facility, to redeem the $800.0 million notes due 2026. Our repayments of the term loan facility were $5.0 million higher in the first six months of 2025 compared to the same period in 2024. In addition, in the first six months of 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $14.8 million, as well as paid higher transaction costs of $0.8 million compared to the same period in 2024.

Current wording

Financing Activities. Net cash used in financing activities increased $82.2 million for the nine months ended September 30, 2025, compared to the same period in 2024. In the first nine months of 2025, we received proceeds of $787.5 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028, compared to $590.5 million in proceeds, net of financing costs, from our issuance of the 6.500% fixed-rate senior unsecured notes in 2024. In addition, we received $341.0 million net proceeds from borrowings under our Credit Facilities compared to $310.0 million of repayments of borrowings under our Credit Facilities in 2024. We used the net proceeds from the issuance of the new 5.875% fixed-rate senior unsecured notes, along with borrowings under our revolving credit facility, to redeem the $800.0 million notes due 2026. Our repayments of the term loan facility were $7.5 million higher in the first nine months of 2025 compared to the same period in 2024. In addition, in the first nine months of 2025, we spent $100.0 million more for share and unit repurchases, paid higher distributions to shareholders and noncontrolling interests of $22.1 million, as well as paid higher transaction costs of $0.6 million compared to the same period in 2024.