Hess Midstream LP

Current report

Due to the Transaction announced on October 6, 2026, there have been material changes to the risk factors included under Part I, Item 1A. Risk Factors in our 2025 Annual Report. For a complete discussion of the Company’s risk factors, refer to the section entitled “Risk Factors” in Part I, Item 1A. Risk Factorsin our 2025 Annual Report and the following risk factors:

Current report

Risks Related to the Transaction

Current report

Completion of the Transaction is subject to a number of conditions, and if these conditions are not satisfied or waived, the Transaction will not be completed. Failure to complete, significant delays in completing, or significant or unexpected costs and expenses or tax consequences relating to the Transaction could negatively affect the trading prices of our Class A Shares and our future business and financial results.

Current report

Completion of the Transaction is subject to satisfaction or waiver of certain closing conditions, including (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of any other required approvals of governmental authorities, (ii) the absence of any order, injunction or law prohibiting consummation of the Transaction, (iii) the receipt of the required consent under the Purchase Agreement, (iv) with respect to our obligation to consummate the Transaction, the consummation of certain pre-closing restructuring transactions by Chevron and (v) the absence of any material adverse effect since the date of the Purchase Agreement. The obligation of each party to consummate the Transaction is also conditioned upon the other party having performed in all material respects its obligations under the Purchase Agreement and the other party’s representations and warranties in the Purchase Agreement being true and correct (subject to certain materiality qualifiers). Either we or Chevron may terminate the Purchase Agreement if the closing has not occurred by October 6, 2027, which date will automatically be extended to April 6, 2028 if the regulatory and no-injunction conditions have not been satisfied, provided that the terminating party is not then in default under the Purchase Agreement. There can be no assurance that the conditions to the completion of the Transaction will be satisfied or waived or that the Transaction will be completed.

Current report

Failure to complete, significant delays in completing, or significant or unexpected costs and expenses or tax consequences relating to the Transaction could negatively affect the trading prices of our Class A Shares and our future business and financial results. We may be subject to several risks, including the following:

Current report

negative reactions from financial markets, including declines in the prices of our Class A Shares;

Current report

having to pay certain significant or unexpected costs and expenses relating to the Transaction or realizing significant unexpected tax consequences associated with the Transaction; and

Current report

the diversion of our management’s attention to the Transaction rather than our own operations and pursuit of other opportunities that could have been beneficial to us.

Current report

We may not realize the anticipated benefits of the Transaction.

Current report

Under the terms of the Purchase Agreement, in exchange for the interests to be acquired, we will pay Chevron approximately $200 million in cash and will amend the existing Bakken Commercial Agreements to, among other things, reduce crude oil and gas gathering and processing tariffs and fees payable by Chevron under the agreements, which is expected to reduce our annual revenues or cash flows under those agreements.

Current report

Our ability to realize the anticipated benefits of the Transaction will depend on, among other things, our ability to integrate and operate the DJ Basin assets, the performance of our new and amended Bakken Commercial Agreements as well as the commercial agreements related to the DJ Basin assets, and our ability to transition into an independent midstream company. If we are unable to realize the anticipated benefits of the Transaction, or if we incur unanticipated liabilities, our business, financial condition, results of operations and ability to make distributions could be adversely affected.

Current report

PART II – OTHER INFORMATION (CONT’D)

Current report

We will be subject to business uncertainties while the Transaction is pending, and we will have limited ability to control the businesses to be acquired prior to closing, which could adversely affect our business.

Current report

Uncertainty about the effect of the Transaction, including with respect to employees, customers, suppliers and others that do business with us or with the businesses to be acquired and our go-forward status as a standalone, independent midstream company, may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel, including the Chevron employees seconded to us and the employees expected to transfer to us in connection with or following the closing of the Transaction, and could cause those that transact with us or with such businesses to seek to change their existing business relationships. Although the Purchase Agreement requires Chevron to cause such businesses to operate in the ordinary course and restricts Chevron from taking certain specified actions without our consent and the consent of the conflicts committee of the board of directors of our general partner, these restrictions are subject to exceptions, including for actions required by law, actions taken pursuant to approved budgets and actions taken in emergencies. The Purchase Agreement also requires us to devote resources to obtaining regulatory clearances and any required third-party consents and to taking other actions necessary to complete the Transaction, which, together with the substantial time and other resources our management will devote to the Transaction, may prevent us from pursuing attractive business opportunities prior to the completion of the Transaction.

Current report

Following the closing, we will rely on Chevron for transition services and seconded employees, and our separation from Chevron may have a material adverse effect on our business, financial condition, results of operations or cash available for distribution to our shareholders.

Current report

Following the closing, certain Chevron affiliates will provide administrative and operational services to us, including accounting and finance, treasury, human resources, information technology, land, procurement and health, safety and environment support, under a transition services agreement at cost for a transition period of up to 24 months, and Chevron will continue to provide seconded employees to us for up to a 24-month transition period under an amended and restated secondment agreement. Creating a standalone structure will require us to, among other things, separate our technology systems and data from those of Chevron, hire or retain qualified personnel to replace services and employees previously provided by Chevron, and transition away from the “Hess” name, all of which may divert management’s attention from our existing business. If we are unable to replace these services and personnel on a timely basis or on comparable terms, or if other unanticipated liabilities or costs materialize, the desired benefits from our efforts to operate independently from Chevron may not be realized, which could have a material adverse effect on our business, financial condition, results of operations or cash available for distribution to our shareholders.

Current report

Following the closing, Chevron will no longer hold an ownership interest in us, which may reduce its incentive to support our operations.

Current report

We believe that Chevron, through its significant economic interest in us, has been motivated to promote and support the successful execution of our business plan. As a result of the Transaction, we will acquire all of Chevron’s ownership interests in us and our general partner, and such interests (other than the interests in our general partner) will be cancelled. Following the closing, although Chevron will remain our principal customer, Chevron may be less incentivized to support the continued growth of our business, which could have a material adverse effect on our business, results of operations, financial position and ability to grow or make cash distributions to our shareholders.

Current report

We may become subject to lawsuits relating to the Transaction, which could adversely affect our business, financial condition and operating results.

Current report

We, our general partner and/or our respective directors and officers may become subject to lawsuits relating to the Transaction. Such litigation is common in connection with transactions between publicly traded partnerships and their sponsors or other affiliates, regardless of the merits of the underlying transaction. While we will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our business, financial condition and operating results. In addition, if a lawsuit results in an injunction or order prohibiting the consummation of the Transaction, the Transaction may be delayed or may not be completed.

Previous report

Part I, Item 1A. Risk Factors in our 2025 Annual Report includes certain risk factors that could materially affect our business, financial condition, or future results. Those risk factors have not materially changed.