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What changed in Hess Midstream LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Hess Midstream LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+413 added−721 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-27)

Top changes in Hess Midstream LP's 2025 10-K

413 paragraphs added · 721 removed · 155 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

42 edited+7 added−286 removed31 unchanged
Biggest changeAccordingly, we are indirectly subject to the operational and business risks of Hess, the most significant of which include the following: • the effects of changing commodity prices and production margins; • Hess’ ability to successfully increase its Bakken production; • the inherent uncertainties in estimating quantities of proved reserves and the possibility that actual Bakken production may be lower than estimated; • Hess’ ability to control decisions made under joint operating agreements and failure of the parties under such agreements to meet their obligations; 25 Table of Contents • changing laws and regulations and other governmental actions; • substantial capital requirements and Hess’ ability to obtain needed financing on satisfactory terms, if at all; • political instability in areas where Hess operates that can adversely affect Hess’ business; • environmental risks and environmental laws and regulations that can result in significant costs and liabilities; • climate change and sustainability initiatives and changes in laws and regulations may adversely affect Hess’ business including significant operational changes and expenditures, reduce demand for Hess’ products or increase cost of capital for Hess; • highly competitive environment where many of Hess’ competitors are larger and have greater resources and a more diverse portfolio than Hess; • catastrophic and other events, whether naturally occurring or man-made, may materially affect Hess’ operations and financial condition; • significant time delays between the estimated and actual occurrence of critical events associated with Hess’ development projects may result in material negative economic consequences; • departure of key members from Hess’ senior management team, and/or difficulty in recruiting and retaining adequate numbers of experienced technical personnel, could negatively impact Hess’ ability to deliver on its strategic goals; • Hess’ dependency on oilfield service companies for items including drilling rigs, equipment, supplies and skilled labor and its ability to secure these services, or a high cost thereof, may result in material negative economic consequences; • Hess’ involvement in six claims in federal and state courts in North Dakota related to post-production deductions from royalty and working interest payments for various oil and gas processing and transportation related costs and expenses; and • disruption, failure or cybersecurity attacks affecting or targeting information technology systems and infrastructure used by Hess or its business partners may materially impact Hess’ business and operations.
Biggest changeAccordingly, we are indirectly subject to the risks of Chevron’s business and operations in the Bakken, the most significant of which include, but are not limited to, the following: • Changes in Chevron’s ability to successfully achieve anticipated long-term production levels in the Bakken, including due to inherent uncertainties with respect to estimated quantities of proved reserves such that changes in estimates and assumptions would result in actual Bakken production being lower than estimated; • Changes in Chevron’s ability to control decisions made under joint operating agreements in the Bakken and failure of the parties under such agreements to meet their obligations; and • Chevron’s involvement in certain claims in federal and state courts in North Dakota related to post-production deductions from royalty and working interest payments for various oil and gas processing and transportation related costs and expenses. 24 Table of Contents Chevron may suspend, reduce or terminate its obligations under our commercial agreements in certain circumstances, which could have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our shareholders.
For example, a change in the rules and regulations governing operations in or around the Bakken could cause Hess or other producers to reduce or cease drilling or to permanently or temporarily shut‑in their production within the area, which could lead to a decrease in the volumes of natural gas and crude oil that we handle and have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our shareholders.
For example, a change in the rules and regulations governing operations in or around the Bakken could cause Chevron or other producers to reduce or cease drilling or to permanently or temporarily shut‑in their production within the area, which could lead to a decrease in the volumes of natural gas and crude oil that we handle and have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our shareholders.
Risks Inherent in an Investment in Us • We may not generate sufficient available cash to support the payment of the minimum quarterly distribution to our shareholders. • Our general partner and its affiliates, including our Sponsors, have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to our detriment. • Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow. • Our partnership agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions by our shareholders for disputes with us or our general partner’s directors, officers or other employees. • Our partnership agreement provides that our shareholders irrevocably waive the right to trial by jury. • Our general partner and its affiliates, including our Sponsors, may compete with us and have no obligation to present business opportunities to us. • Our partnership agreement replaces our general partner’s fiduciary duties to holders of the Company’s shares with contractual standards governing its duties. • Holders of our Class A Shares have very limited voting rights. • Our general partner can transfer its interests and may require our shareholders to sell their Class A Shares at an undesirable time or price. • Our partnership agreement restricts the remedies available to shareholders for actions taken by our general partner. • Our Sponsors may sell Class A Shares in the public or private markets, and such sales could have an adverse impact on the trading price of the Class A Shares. • We may issue an unlimited number of additional equity interests without shareholder approval, including equity interests with preferences senior to the Class A Shares. • The NYSE does not require us to comply with certain of its corporate governance requirements. • We are treated as a corporation for U.S. federal and state income tax purposes.
Risks Inherent in an Investment in Us • We may not generate sufficient available cash to support the payment of the minimum quarterly distribution to our shareholders. • Our general partner and its affiliates, including our Sponsor, have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to our detriment. • Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow. 23 Table of Contents • Our partnership agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions by our shareholders for disputes with us or our general partner’s directors, officers or other employees. • Our partnership agreement provides that our shareholders irrevocably waive the right to trial by jury. • Our general partner and its affiliates, including our Sponsor, may compete with us and have no obligation to present business opportunities to us. • Our partnership agreement replaces our general partner’s fiduciary duties to holders of the Company’s shares with contractual standards governing its duties. • Holders of our Class A Shares have limited voting rights. • Our general partner can transfer its interests and may require our shareholders to sell their Class A Shares at an undesirable time or price. • Our partnership agreement restricts the remedies available to shareholders for actions taken by our general partner. • Our Sponsor may sell Class A Shares in the public or private markets, and such sales could have an adverse impact on the trading price of the Class A Shares. • We may issue an unlimited number of additional equity interests without shareholder approval, including equity interests with preferences senior to the Class A Shares. • The NYSE does not require us to comply with certain of its corporate governance requirements. • We are treated as a corporation for U.S. federal and state income tax purposes.
We have historically provided midstream services to third parties on only a limited basis, and we can provide no assurance that we will be able to attract any material third‑party service opportunities. Our efforts to attract new unaffiliated customers may be adversely affected by our relationship with Hess and our desire to provide services pursuant to fee‑based contracts.
We have historically provided midstream services to third parties on only a limited basis, and we can provide no assurance that we will be able to attract any material third‑party service opportunities. Our efforts to attract new unaffiliated customers may be adversely affected by our relationship with Chevron and our desire to provide services pursuant to fee‑based contracts.
Severe winter weather conditions limit and may reduce or temporarily halt our customers’ ability to operate during such conditions, leading to the decrease in drilling activity and the potential shut‑in of producing wells which the producers are unable to service. This could result in a decrease in the volumes of crude oil, natural gas and NGLs supplied to our assets.
Severe winter weather conditions limit and may reduce or temporarily halt our customers’ ability to operate during such conditions, leading to the decrease in drilling activity and the potential shutin of producing wells which the producers are unable to service. This could result in a decrease in the volumes of crude oil, natural gas and NGLs supplied to our assets.
If reductions in drilling activity result in our inability to maintain the current levels of throughput on our systems, those reductions could reduce our revenues and cash flow and adversely affect our ability to make cash distributions to our shareholders. Furthermore, produced water disposal services that we provide to Hess and any other customers assist in their drilling activities.
If reductions in drilling activity result in our inability to maintain the current levels of throughput on our systems, those reductions could reduce our revenues and cash flow and adversely affect our ability to make cash distributions to our shareholders. Furthermore, produced water disposal services that we provide to Chevron and any other customers assist in their drilling activities.
Our operations are subject to all of the risks and operational hazards inherent in gathering, compressing, processing, fractionating, terminaling, storing, loading and transporting crude oil, natural gas and NGLs and gathering and disposing of produced water, including: • damages to pipelines, terminals and facilities, related equipment and surrounding properties caused by earthquakes, tornados, floods, fires, severe weather, explosions and other natural disasters, the frequency and severity of which may be impacted by climate change, and acts of terrorism; • maintenance, repairs, mechanical or structural failures at our or Hess’ facilities or at third‑party facilities on which our or Hess’ operations are dependent, including electrical shortages, power disruptions and power grid failures; • damages to and loss of availability of interconnecting third‑party pipelines, railroads, terminals and other means of delivering crude oil, natural gas and NGLs; • crude oil rail car derailments, fires, explosions and spills; • disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized 30 Table of Contents access or attack; • curtailments of operations due to severe seasonal weather; • protests, riots, strikes, lockouts or other industrial disturbances; and • other hazards.
Our operations are subject to the risks and operational hazards inherent in gathering, compressing, processing, fractionating, terminaling, storing, loading and transporting crude oil, natural gas and NGLs and gathering and disposing of produced water, including: • damages to pipelines, terminals and facilities, related equipment and surrounding properties caused by earthquakes, tornados, floods, fires, severe weather, explosions and other natural disasters, the frequency and severity of which may be impacted by climate change, and acts of terrorism; • maintenance, repairs, mechanical or structural failures at our facilities or at third‑party facilities on which our operations are dependent, including electrical shortages, power disruptions and power grid failures; • damages to and loss of availability of interconnecting third‑party pipelines, railroads, terminals and other means of delivering crude oil, natural gas and NGLs; • crude oil rail car derailments, fires, explosions and spills; • disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack; • curtailments of operations due to severe seasonal weather; • protests, riots, strikes, lockouts or other industrial disturbances; and • other hazards.
Under the terms of the agreement, third‑party contract personnel supervised by Hess employees control, monitor, record and report on the operation of the Tioga Rail Terminal. Contract personnel also provide inspection, crude oil loading, railroad consulting, inventory management, repair, data reporting, general maintenance and technical support and safety compliance services.
Under the terms of the agreement, third‑party contract personnel supervised by Chevron employees control, monitor, record and report on the operation of the Tioga Rail Terminal. Contract personnel also provide inspection, crude oil loading, railroad consulting, inventory management, repair, data reporting, general maintenance and technical support and safety compliance services.
Any such event or unplanned shutdown could have a material adverse effect on our business, financial condition and results of operations. In addition, Hess’ Bakken production operations, on which our operations are substantially dependent, are subject to similar operational hazards and risks inherent in producing crude oil and natural gas.
Any such event or unplanned shutdown could have a material adverse effect on our business, financial condition and results of operations. In addition, Chevron’s Bakken production operations, on which our operations are substantially dependent, are subject to similar operational hazards and risks inherent in producing crude oil and natural gas.
Substantially all of our assets are located in the Bakken, and we intend to focus our future capital expenditures largely on developing our business in that area. As a result, our financial condition, results of operations and cash flows are significantly dependent upon the demand for our services in that area.
Substantially all of our assets are located in the Bakken, and we continue to focus our future capital expenditures largely on developing our business in that area. As a result, our financial condition, results of operations and cash flows are significantly dependent upon the demand for our services in that area.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full, and the holders of our shares could experience a partial or total loss of their investment. Please read “ Item 7.
If the payment of our debt is accelerated, defaults under our other debt instruments, if any, may be triggered, and our assets may be insufficient to repay such debt in full, and the holders of our shares could experience a partial or total loss of their investment. Please read “
Our commercial agreements with Hess include provisions that permit Hess to suspend or terminate its obligations under the applicable agreement if certain events occur. These events include our failure to perform or comply with a material warranty, covenant or obligation under the applicable commercial agreement following the expiration of a specified cure period.
Our commercial agreements with Chevron include provisions that permit Chevron to suspend or terminate its obligations under the applicable agreement if certain events occur. These events include our failure to perform or comply with a material warranty, covenant or obligation under the applicable commercial agreement following the expiration of a specified cure period.
In order to maintain or increase throughput levels at our facilities, Hess and other producers for which we currently or in the future may handle volumes at our facilities must replace declining production, or we must obtain new sources of natural gas and crude oil.
In order to maintain or increase throughput levels at our facilities, Chevron and other producers for which we currently or in the future may handle volumes at our facilities must replace declining production, or we must obtain new sources of natural gas and crude oil.
We generate substantially all of our revenues under fee‑based commercial agreements with Hess under which we are paid based on the volumes of crude oil, natural gas and NGLs that we handle and the ancillary services we provide, rather than the value of the commodities themselves.
We generate substantially all of our revenues under fee‑based commercial agreements with Chevron under which we are paid based on the volumes of crude oil, natural gas and NGLs that we handle and the ancillary services we provide, rather than the value of the commodities themselves.
Because of the natural decline in production from existing wells in our areas of operation, our success depends, in part, on Hess and other producers replacing declining production and also on our ability to secure new sources of natural gas and crude oil.
Because of the natural decline in production from existing wells in our areas of operation, our success depends, in part, on Chevron and other producers replacing declining production and also on our ability to secure new sources of natural gas and crude oil.
Any such reduction or suspension or termination of Hess’ obligations would have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our shareholders.
Any such reduction or suspension or termination of Chevron’s obligations would have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our shareholders.
Part of our growth strategy includes diversifying our customer base by identifying opportunities to offer services to third parties with our existing assets or by constructing or acquiring new assets independently from Hess.
Part of our growth strategy includes diversifying our customer base by identifying opportunities to offer services to third parties with our existing assets or by constructing or acquiring new assets independently from Chevron.
If Hess changes its business strategy, is unable for any reason, including financial or other limitations, to satisfy its obligations under our commercial agreements, our revenues would decline and our financial condition, results of operations, cash flows and ability to make distributions to our shareholders could be materially and adversely affected.
If Chevron changes its strategy or portfolio, or is unable for any reason, including financial or other limitations, to satisfy its obligations under our commercial agreements, our revenues would decline and our financial condition, results of operations, cash flows and ability to make distributions to our shareholders could be materially and adversely affected.
A decrease in energy use due to weather changes may affect our financial condition through decreased revenues. To the extent the frequency of extreme weather events increases, this could among other things, cause damage to our facilities, interrupt our services or supply chain, or increase our cost of providing service.
A decrease in energy use due to weather changes may affect our financial condition through decreased revenues. To the extent the frequency of severe weather conditions increases, this could, among other things, cause damage to our facilities, interrupt our services or supply chain, or increase our cost of providing service.
Risks Related to Our Relationship with Hess Hess currently accounts for substantially all of our revenues.
Risks Related to Our Relationship with Chevron Chevron currently accounts for substantially all of our revenues.
In addition, we have no control over Hess or other producers or their drilling or production decisions, which are affected by, among other things: • the availability and cost of capital; • prevailing and projected crude oil, natural gas and NGL prices; • demand for crude oil, natural gas and NGLs; • levels of reserves; • geological considerations; 26 Table of Contents • environmental or other governmental regulations, including the timely availability of drilling permits and the regulation of hydraulic fracturing and flaring; and • the availability of drilling rigs and other costs of production and equipment.
In addition, we have no control over Chevron or other producers or their drilling or production decisions, which are affected by, among other things: • availability and cost of capital; • demand for crude oil, natural gas and NGLs; • levels of reserves; • geological considerations; • environmental or other governmental regulations, including the timely availability of drilling permits and the regulation of hydraulic fracturing and flaring; and • availability of drilling rigs and the costs of production and equipment.
To the extent any of these events were to occur, the resulting impacts could have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our shareholders. Our success depends on our ability to attract and maintain customers in a limited number of geographic areas.
To the extent any of these events were to occur, the resulting impacts could have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our shareholders. Our success depends on activities in a limited geographic area.
These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage, as well as business interruptions or shutdowns of our facilities.
These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage, all of which can result in legal liability, as well as business interruptions or shutdowns of our facilities and reputational consequences.
Our operations and Hess’ Bakken production operations are subject to many risks and operational hazards, some of which may result in business interruptions and shutdowns of our or Hess’ operations and damages for which may not be fully covered by insurance.
Our operations are subject to inherent risks and operational hazards, some of which may result in business interruptions and shutdowns of our operations and damages for which we may not be fully covered by insurance.
For the year ended December 31, 2024, substantially all of our revenues were attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes delivered under these agreements. We expect that we will continue to derive substantially all of our revenues in the near term under multiple commercial agreements with Hess.
Following the closing of the Merger through December 31, 2025, substantially all of our revenues were attributable to our fee‑based commercial agreements with Chevron, including revenues from third‑party volumes delivered under these agreements. We expect that we will continue to derive substantially all of our revenues in the near term under multiple commercial agreements with Chevron.
Risk Factors Summary Risks Related to Our Relationship with Hess • We are substantially dependent on Hess and subject to many of the same risks facing Hess. • Hess may suspend, reduce or terminate its obligations under our commercial agreements if we fail to perform or if a force majeure event prevents us from performing required services under the applicable agreement. • Our success depends, in part, on Hess replacing declining production, and if Hess does not maintain its drilling activities, the demand for our services could be reduced. • We may not be able to significantly increase our third-party revenues, which could limit our ability to grow and extend our dependence on Hess. • The level and terms of Hess’ indebtedness and any reduction in Hess’ credit ratings could adversely affect our business and our ability to obtain credit in the future.
Risk Factors Summary Risks Related to Our Relationship with Chevron • We are substantially dependent on Chevron and subject to many of the same risks facing Chevron. • Chevron may suspend, reduce or terminate its obligations under our commercial agreements if we fail to perform or if a force majeure event prevents us from performing required services under the applicable agreement. • Our success depends, in part, on Chevron replacing declining production, and if Chevron does not maintain its drilling activities, the demand for our services could be reduced. • We may not be able to significantly increase our third-party revenues, which could limit our ability to grow and extend our dependence on Chevron. • Failure of Chevron to realize anticipated synergies of the Merger in the expected timeframe, operational challenges, the diversion of management’s attention from ongoing business concerns, or unforeseen expenses associated with the Merger may have an adverse impact on Chevron’s financial results and, consequently, may adversely affect our business results.
Increased exposure to the volatility of crude oil, natural gas and NGL prices in the future could have a material adverse effect on our revenues and cash flow and our ability to make distributions to our shareholders.
Increased exposure to the volatility of crude oil, natural gas and NGL prices in the future could have a material adverse effect on our revenues and cash flow and our ability to make distributions to our shareholders. We utilize contract operator services at certain of our assets, and we may face higher costs associated with terminal services in the future.
Risks Related to Our Business and Industry • Any decrease in the volumes of natural gas or crude oil that we handle, including due to competition and seasonal weather conditions in our limited geographic areas as well as natural disasters, local and global public health emergencies, political crises, and other catastrophic events or other events outside of our control, could adversely affect our business. • Our operations and Hess’ Bakken production operations are subject to many risks and operational hazards as well as commodity price risks. • We do not own all of the land on which certain of the pipelines connecting our facilities are located and utilize contract operator services, which may result in disruptions and increased costs in the future. • We have a significant amount of consolidated indebtedness with terms that may restrict our business. • We may be unable to make acquisitions on economically acceptable terms from third parties and the completion of capital projects by us are subject to risks and may not result in revenue increases. • Terrorist attacks and threats could have a material adverse effect on us. • Disruption, failure or cybersecurity attacks affecting or targeting information technology systems and infrastructure used by us, Hess or our business partners may materially impact our business and operations.
Risks Related to Our Business and Industry • Any decrease in the volumes of natural gas or crude oil that we handle, including due to competition and seasonal weather conditions in our limited geographic area as well as any other natural or human causes beyond our control could adversely affect our business. • Our operations and Chevron’s Bakken production operations are subject to many risks and operational hazards as well as commodity price risks. • We utilize contract operator services, which may result in disruptions and increased costs in the future. • We have a significant amount of consolidated indebtedness with terms that may restrict our business. • We may be unable to make acquisitions on economically acceptable terms from third parties and the completion of capital projects by us are subject to risks and may not result in revenue increases. • Cyberattacks and events affecting our operational technology networks or other digital infrastructure and artificial intelligence technologies by us, Chevron or our business partners may materially impact our business and operations.
Regulatory, Legal and Environmental Risks • Our assets and operations are subject to federal, state, and local laws and regulations relating to environmental protection and health and safety, including those relating to pipeline integrity, and may become subject to additional FERC regulation. • Evolving environmental laws and regulations, including on crude oil stabilization, transportation, hydraulic fracturing and climate change, could have an adverse effect on our business. 24 Table of Contents • Climate change and sustainability initiatives may adversely affect our business, including significant operational changes and expenditures, reduce demand for our services and an increase in our cost of capital. • We or Hess may be unable to obtain or renew permits or approvals necessary for our respective operations, including our produced water facilities. • Certain plant or animal species could be designated as endangered or threatened, which could limit our ability to expand or limit our customers’ ability to develop new crude oil and natural gas wells.
Regulatory, Legal and Environmental Risks • Our assets and operations are subject to federal, state, and local laws and regulations relating to environmental protection and health and safety, including those relating to pipeline integrity, and may become subject to additional FERC regulation. • Evolving environmental laws and regulations, including crude oil stabilization, transportation, hydraulic fracturing and emissions and climate change, could have an adverse effect on our business. • Consumer preferences, attention to environmental, social and governance (“ESG”) matters and our ESG disclosures may adversely affect our business, including significant operational changes and expenditures, reducing demand for our services and increasing our cost of capital. • We or Chevron may be unable to obtain or renew permits or approvals necessary for our respective operations, including our produced water facilities.
In July 2022, we amended and restated our existing credit agreement for our senior secured credit facilities consisting of a $1.0 billion 5-year revolving credit facility and a fully drawn $400.0 million 5-year Term Loan A facility, which contain various operating and financial restrictions and covenants.
Our existing credit agreement for our senior unsecured credit facilities (the “Credit Facilities”) consisting of a $1.0 billion five-year revolving credit facility and a fully drawn $400.0 million five-year Term Loan A facility contains various operating and financial restrictions and covenants.
We are dependent upon the earnings and cash flow generated by our operations in order to meet any debt service obligations and to allow us to make cash distributions to our shareholders.
Restrictions in our credit facilities could adversely affect our business, financial condition, results of operations and the value of our Class A Shares. We are dependent upon the earnings and cash flow generated by our operations in order to meet any debt service obligations and to allow us to make cash distributions to our shareholders.
In addition, seasonal weather conditions during the winter months may adversely impact the operations of our assets and our ability to construct additional facilities, by causing temporary delays and shutdowns.
In addition, seasonal weather conditions during the winter months may adversely impact the operations of our assets and our ability to construct additional facilities, by causing temporary delays and shutdowns. Further, increased energy use due to weather changes may require us to invest in order to serve increased demand or create operational challenges.
If Hess does not maintain its drilling activities, its demand for our produced water disposal services will be reduced regardless of whether we continue to provide other midstream services for their production, and our financial condition and results of operations could be adversely affected.
If Chevron does not maintain its drilling activities, its demand for our produced water disposal services will be reduced regardless of whether we continue to provide other midstream services for their production, and our financial condition and results of operations could be adversely affected. 25 Table of Contents We may not be able to significantly increase our third‑party revenues due to competition and other factors, which could limit our ability to grow and extend our dependence on Chevron.
In addition, Hess may suspend or reduce its obligations under our commercial agreements if a force majeure event prevents us from performing required services under the applicable agreement. Hess has the ability to make such decisions notwithstanding the fact that they may significantly and adversely affect us.
In particular, Chevron may suspend or reduce its obligations under our commercial agreements if a force majeure event prevents us from performing required services under the applicable agreement.
Additionally, natural disasters, local and global public health emergencies, political crises, and other catastrophic events or other events outside of our control may affect our facilities or the facilities of third parties on which we depend and could impact our business and our results of operations and financial condition.
Seasonal weather conditions and other natural or human causes beyond our control may affect our facilities or the facilities of third parties on which we depend and could impact our business and our results of operations and financial condition.
Our potential customers may prefer to obtain services under other forms of contractual arrangements under which we would be required to assume direct commodity exposure. The level and terms of our and Hess’ indebtedness and any reduction in Hess’ credit ratings could adversely affect our ability to grow our business and our ability to make cash distributions to our shareholders.
Our potential customers may prefer to obtain services under other forms of contractual arrangements under which we would be required to assume direct commodity exposure.
Terrorist attacks and threats, or escalation of military activity in response to these attacks, could have a material adverse effect on our business, financial condition or results of operations.
All of these competitive pressures could have a material adverse effect on our business, results of operations, financial condition and our ability to make cash distributions to our shareholders.
We do not maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. We carry insurance coverage for certain property damage and third-party liabilities, which includes sudden and accidental pollution liabilities.
We have no control over Chevron’s Bakken production operations and their associated facilities. 27 Table of Contents We do not maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.
Crude oil and natural gas operations in North Dakota are adversely affected by seasonal weather conditions. In the Bakken, drilling and other crude oil and natural gas activities can be adversely affected during the winter months.
In the Bakken, we have experienced and may continue to experience adverse effects of weather conditions on drilling and other crude oil and natural gas activities during the winter months.
Chevron’s ownership of Hess may result in conflicts of interest. • We will be subject to business uncertainties while the Chevron Merger is pending, which could adversely affect our business. • Hess has and may become subject to lawsuits relating to the Chevron Merger, which, because we are substantially dependent on Hess, could adversely affect our business, financial condition and operating results. • Failure to complete, or significant delays in completing, the Chevron Merger could negatively affect the trading prices of our Class A Shares and our future business and financial results.
Because we are substantially dependent on Chevron, if the anticipated benefits of the Merger are not realized fully, or at all, or if they take longer to realize than expected, our business, financial condition and operating results could be adversely affected and could negatively affect the trading prices of our Class A Shares.
ITEM 1A. R ISK FACTORS Our business activities and the value of our securities are subject to significant risks, including the risk factors described below. These risk factors could negatively affect our operations, financial condition, liquidity and results of operations, and as a result, holders and purchasers of our securities could lose part or all of their investments.
ITEM 1A. R ISK FACTORS Our business activities and the value of our securities are subject to a variety of risks. The following disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
Failure to complete, or significant delays in completing, the Chevron Merger could negatively affect the trading prices of our Class A Shares and our future business and financial results.
The Merger may cause Chevron’s financial results to differ from Chevron’s expectations or the expectations of the investment community, Chevron may not achieve the anticipated benefits of the Merger, and the Merger may disrupt Chevron’s current plans or operations, any of which may adversely affect our business results and negatively affect the trading price of our Class A Shares.
Removed
It is possible that additional risks relating to our securities may be described in a prospectus if we issue securities in the future.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Removed
Risks Related to the Hess and Chevron Merger • If the Chevron Merger is completed, Chevron will own and control Hess.
Added
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”).
Removed
Any event, whether in our areas of operation or elsewhere, that materially and adversely affects Hess’ financial condition, results of operations or cash flows may adversely affect its ability to deliver its nominated volumes to us and our ability to sustain or increase cash distributions to our shareholders.
Added
If Chevron changes its strategy or portfolio, or if business and operational risks or other factors result in changes to Chevron’s financial condition, results of operations or cash flows, the trading price of our Class A Shares may be adversely affected and we may not be able to sustain or increase cash distributions to our shareholders over the longer term.
Removed
Hess may suspend, reduce or terminate its obligations under our commercial agreements in certain circumstances, which could have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our shareholders.
Added
The success of the Merger, which closed in July 2025, will depend, in part, on Chevron’s ability to realize the anticipated benefits, including the anticipated run-rate cost synergies, estimated five-year production and free cash flow growth rates, and anticipated higher returns to shareholders over the long-term.
Removed
We may not be able to significantly increase our third‑party revenues due to competition and other factors, which could limit our ability to grow and extend our dependence on Hess.
Added
Failure of Chevron to realize anticipated synergies in the expected timeframe, operational challenges for Chevron’s and our ongoing businesses, and diversion of Chevron’s and our management’s attention from ongoing business concerns and unforeseen expenses associated with the Merger may have an adverse impact on Chevron’s financial results.
Removed
Our ability to obtain credit in the future may also be adversely affected by the credit ratings of Hess. We and Hess must devote a portion of our cash flows from operating activities to service our respective indebtedness, and therefore cash flows may not be available for use in pursuing our and Hess’ growth strategy.
Added
Our facilities and operations, as well as the facilities and operations of our suppliers, third-party service providers and customers, including Chevron, are subject to disruption from natural or human causes beyond our control, including risks from hurricanes, severe storms, floods, heat waves, and other forms of severe weather; wildfires; ambient temperature increases; sea level rise; war or other military conflicts such as the conflict between Russia and Ukraine and in the Middle East; accidents; civil unrest; political events such as current geopolitical tensions in Venezuela; fires; earthquakes; system failures; cyber threats; terrorist acts; and epidemic or pandemic diseases, some of which may be impacted by climate change and any of which could result in suspension of operations or harm to people or the natural environment. 26 Table of Contents Crude oil and natural gas operations in North Dakota are adversely affected by seasonal weather conditions.
Removed
Furthermore, a higher level of indebtedness at Hess in the future would increase the risk that it may default on its obligations to us under our commercial agreements. As of December 31, 2024, Hess had total consolidated indebtedness of approximately $8.6 billion, including our indebtedness of $3.5 billion, which is non‑recourse to Hess.
Added
We carry insurance coverage for certain property damage, business interruptions, and third-party liabilities, which includes sudden and accidental pollution liabilities.
Removed
All three major credit rating agencies that rate Hess’ debt have assigned Hess an investment grade credit rating. If these credit ratings are lowered in the future, the interest rate and fees Hess pays on its credit facilities may increase.
Removed
Credit rating agencies may consider Hess’ debt ratings when assigning ours because of its ownership interest in us, the significant commercial relationships between Hess and us, and our reliance on commercial agreements with Hess for substantially all of our revenues.
Removed
If one or more credit rating agencies were to downgrade the outstanding indebtedness of Hess, we could experience an increase in our borrowing costs or difficulty accessing the capital markets.
Removed
Such a development could adversely affect our ability to grow our business and to make cash distributions to our shareholders. 27 Table of Contents Risks Related to the Hess and Chevron Merger If the Chevron Merger is completed, Chevron will own and control Hess. Chevron’s ownership of Hess may result in conflicts of interest.
Removed
The directors and officers of our general partner have duties to manage our general partner in the best interest of its owner, Hess Infrastructure Partners GP LLC (“HIP GP LLC”), which has the right to nominate individuals to serve on the Company’s board of directors.
Removed
Upon consummation of the Chevron Merger, Chevron will acquire Hess’ 50% ownership in HIP GP LLC, including its right to appoint four directors to serve on the Company’s board of directors, in addition to Hess’ 37.8% ownership in the Company.
Removed
At the same time, our general partner will have duties to manage us in a manner that is beneficial to our shareholders. Therefore, following the completion of the Chevron Merger, our general partner’s duties to our shareholders may conflict with the duties of certain of its officers and directors to Chevron in the future.
Removed
As a result of these conflicts of interest following the Chevron Merger, our general partner may favor its own interest or the interests of Chevron, GIP or its or their respective owners or affiliates over the interest of our shareholders.
Removed
Furthermore, for the years ended December 31, 2024, 2023 and 2022, substantially all of our revenues were attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes delivered under these agreements. Following the completion of the Chevron Merger, our future prospects will depend upon Chevron’s business strategy for Hess.
Removed
Additional conflicts may also arise in the future following the Chevron Merger associated with (i) the allocation of capital and the allocation of costs between legacy Chevron and legacy Hess, (ii) the relationship between Chevron and GIP and their respective affiliates, (iii) the amount of time devoted by the officers and directors of Chevron to its business in relation to us, (iv) future business opportunities that are pursued by Chevron, GIP and us, and (v) potential discrepancies between Chevron’s approach towards handling sustainability initiatives and Hess’ current approach.
Removed
We will be subject to business uncertainties while the Chevron Merger is pending, which could adversely affect our business. Uncertainty about the effect of the Chevron Merger on employees and customers may have an adverse effect on us.
Removed
These uncertainties may impair Hess’ ability to attract, retain and motivate key personnel involved in our operations until the Chevron Merger is completed and for a period of time thereafter and could cause customers and others that deal with us to seek to change their existing business relationships with us.
Removed
We have entered into an employee secondment agreement with Hess and certain of its subsidiaries pursuant to which Hess and its subsidiaries make available the services of their employees in exchange for a fee.
Removed
Employee retention at Hess may be challenging during the pendency of the Chevron Merger, as employees may experience uncertainty about their roles, which may impact services to us under the employee secondment agreement.
Removed
In addition, the Chevron Merger Agreement restricts Hess from entering into certain corporate transactions, entering into certain material contracts, making certain changes to its capital budget, incurring certain indebtedness and taking other specified actions without the consent of Chevron, and generally requires Hess to continue its operations in the ordinary course of business during the pendency of the Chevron Merger.
Removed
These restrictions may impact Hess’ decisions in its capacity as a 50% owner of our general partner, which may prevent us from pursuing attractive business opportunities or adjusting our capital plan prior to the completion of the Chevron Merger.
Removed
Hess has and may become subject to lawsuits relating to the Chevron Merger, which, because we are substantially dependent on Hess as our primary customer and the 50% owner of our general partner, could adversely affect our business, financial condition and operating results.
Removed
Hess, Chevron and/or their respective directors and officers, including certain of Hess’ officers that serve as members of our board of directors, have and may become subject to lawsuits relating to the Chevron Merger. Such litigation is common in connection with acquisitions of public companies, regardless of any merits related to the underlying acquisition.
Removed
While Hess will evaluate and defend against any actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could, because we are substantially dependent on Hess as our primary customer and 50% owner of our general partner, have an adverse effect on our business, financial condition and operating results. 28 Table of Contents Completion of the Chevron Merger is subject to a number of conditions, and if these conditions are not satisfied or waived, the Chevron Merger will not be completed.
Removed
The completion of the Chevron Merger is subject to a number of conditions, including (i) the authorization for listing on the New York Stock Exchange of the shares of Chevron common stock to be issued in connection with the Chevron Merger, (ii) the absence of any order or law prohibiting consummation of the Chevron Merger, (iii) with respect to each party’s obligation to consummate the Chevron Merger, the performance by the other party of its respective obligations under the Chevron Merger Agreement in all material respects, and the accuracy of such other party’s representations and warranties in the Chevron Merger Agreement (subject to certain materiality qualifiers) and (iv) with respect to Hess’ obligation to consummate the Chevron Merger, the receipt by Hess of a tax opinion from legal counsel that the Chevron Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Removed
Additionally, HGEL is currently in arbitration relating to the applicability of the Stabroek ROFR contained in the operating agreement (the “Stabroek JOA”) among HGEL and affiliates of Exxon Mobil Corporation (“Exxon Mobil”) and China National Offshore Oil Corporation (“CNOOC”).
Removed
The arbitration merits hearing about the applicability of the Stabroek ROFR to the Chevron Merger has been scheduled for May 2025, with a decision expected in the third quarter.
Removed
If the arbitration does not result in a confirmation that the Stabroek ROFR is inapplicable to the Chevron Merger, and if Chevron, Hess, Exxon Mobil and/or CNOOC do not otherwise agree upon an acceptable resolution, then there would be a failure of a closing condition under the Chevron Merger Agreement, in which case the Chevron Merger would not close.
Removed
Further, subject to any then ongoing arbitration relating to the Stabroek JOA, either Chevron or Hess may terminate the Chevron Merger Agreement if the Chevron Merger has not been completed by April 22, 2025 (or October 22, 2025, if the applicable end date is extended pursuant to the Chevron Merger Agreement) or by such later date as the parties may mutually agree.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+23 added−12 removed0 unchanged
Biggest changeThe committee receives presentations on cybersecurity topics from management at least twice a year, including the nature of threats, defense and detection capabilities; incident response plans; and Hess employee training activities. In addition, management updates the committee, as necessary, regarding any material cybersecurity incidents as well as other incidents with lesser impact potential .
Biggest changeIn addition, management updates the audit committee, as necessary, regarding any material cybersecurity incidents as well as other incidents with lesser impact potential. The audit committee reports to the full board of directors regarding its activities, including those related to cybersecurity.
The board considers cybersecurity risk as part of its risk oversight function and has delegated to the audit committee primary responsibility for oversight of the Company’s risk management practices, including oversight of cybersecurity and other information technology risks. The audit committee oversees the implementation of our cybersecurity risk management program.
Our general partner’s board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the audit committee primary responsibility for oversight of the Company’s risk management practices, including oversight of cybersecurity and other information technology risks.
The Company has not identified risks from known cybersecurity threats during the year ended December 31, 2024, including as a result of any prior cybersecurity incidents, that have materially affected us or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
To date, the Company has not experienced a cybersecurity threat or incident that has materially affected or is reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition; however, the Company has experienced and will continue to experience cyber incidents of varying degrees.
Removed
ITEM 1C. CYBERSECURI TY Cybersecurity Risk Management and Strategy Cybersecurity is an integral part of risk management at the Company, and we and Hess share a cybersecurity risk management program intended to protect the confidentiality, integrity and availability of our critical systems and information.
Added
ITEM 1C. CYBERSECURI TY The Company’s business and proprietary information, information technology (“IT”) and operational technology (“OT”) networks are essential to our success. Chevron provides substantial operational and administrative services to us in support of our assets and operations, including processes for the assessment, identification and management of material risks from cybersecurity threats.
Removed
We rely primarily on Hess’ cybersecurity risk management program and processes, including policies, controls or procedures, which includes a cybersecurity incident response plan as well as our own property and casualty insurance that may cover damages caused as a result of a cybersecurity event.
Added
The Company utilizes Chevron’s cybersecurity program, which is designed to protect our information assets and operations from external and internal cyber threats by identifying and appropriately managing and mitigating risks while ensuring business resiliency.
Removed
We and Hess design and assess the program based on the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). This does not imply that we or Hess meet any particular technical standards, specifications or requirements, only that we use the NIST CSF as a guide to help us identify, assess and manage cybersecurity risks relevant to our businesses.
Added
This program is integrated within the Company’s Enterprise Risk Management (“ERM”) process, which is our systematic approach to identifying, managing and assessing major risks and safeguards, including cybersecurity risks. Chevron’s cybersecurity program uses a risk-based information security process aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to identify, prioritize and mitigate cyber risks.
Removed
Our cybersecurity risk management program is integrated into the overall enterprise risk management program overseen by Hess’ Chief Risk Officer, who also serves as our Chief Financial Officer, and shares certain methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other areas affecting our and Hess’ business risks, including financial, compliance, EHS and governance matters, among other topics.
Added
Chevron’s worldwide team of cybersecurity professionals undertakes a range of preemptive activities to protect its people, assets and reputation globally, including those of the Company. Chevron also leverages internal and external resources to monitor cybersecurity threats to our systems and networks and to understand the broader threat environment.
Removed
The Company’s and Hess’ cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to critical systems integral to our services as well as the activities of our business partners and our broader enterprise information technology environment; • a security team principally responsible for managing cybersecurity risk assessment processes, security controls and response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of security controls; • ongoing cybersecurity awareness and compliance training that occurs quarterly and is mandatory for all Hess employees, incident response personnel and senior management; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers and vendors.
Added
The Company seeks to remove exploitable weaknesses in systems or devices before they become a threat, leveraging Chevron’s resources. The Company leverages Chevron’s security experts that use automated threat intelligence feeds to increase vulnerability awareness, taking action to mitigate the highest risks.
Removed
Additional information about cybersecurity risks we face is discussed in Part I, Item 1A. Risk Factors, under the heading “Disruption, failure or cybersecurity attacks affecting or targeting information technology systems and infrastructure used by us, Hess or our business partners may materially impact our business and operations” which should be read in conjunction with the information above.
Added
Chevron’s cybersecurity guardrails, which are high-level design requirements expected to be built into any new digital solutions being deployed, are also updated on an ongoing basis to align with changes in industry standards and the evolving threat environment, which are utilized by the Company.
Removed
Cybersecurity Governance Our general partner’s board of directors appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection and mitigation of the effects of any such incidents on the Company.
Added
The Company’s cyber risk management process includes testing and risk assessments of technologies, third-party suppliers, and its IT and OT networks. These assessments ensure that our focus is on the highest priorities to maintain the security of our assets. To further protect our systems and data, Chevron’s cybersecurity organization has threat intelligence capabilities to monitor security breaches impacting third-party suppliers.
Removed
The audit committee reports to the full board of directors regarding its activities, including those related to cybersecurity. 47 Table of Contents We rely on Hess’ management team – including the Chief Risk Officer, the Head of Information Technology and the Chief Information Security Officer (“CISO”) – for assessing and managing our material risks from cybersecurity threats.
Added
As third-party risks increase, the approach to third-party supplier risk management and qualification continues to evolve, including the ongoing expansion of its current supplier risk management program beyond IT vendors to other high-risk, third-party vendors.
Removed
The team is primarily responsible for our overall cybersecurity risk management program and supervises both Hess’ internal cybersecurity personnel and retained external cybersecurity consultants.
Added
Chevron’s Chief Information Officer (“CIO”) oversees Chevron’s broader IT program, which includes the cybersecurity program utilized by the Company and the Company’s ability to remediate and recover from a cybersecurity incident to minimize business and operational impacts.
Removed
Hess’ Chief Risk Officer, who also currently serves as our Chief Financial Officer, has nearly 20 years of experience in this role and previously served as a consultant with Ernst & Young LLP’s Risk Management and Regulatory Practice, where he assisted financial services and energy trading clients in establishing their risk management infrastructure.
Added
Chevron’s CIO joined Chevron in 2024, bringing more than 20 years of experience leading global innovation initiatives in digital, data, full supply chains, vehicle commerce, energy, and IT operations for technology and automotive companies. Chevron’s Chief Information Security Officer (“CISO”) reports to the CIO and leads a global cybersecurity team that provides services to the Company.
Removed
Hess’ Head of Information Technology and Hess’ CISO each have over 20 years of experience in information technology leadership in oil and gas. Furthermore, Hess’ CISO holds a Bachelor of Science in Cyber and Data Security from the University of Arizona and is a Certified Information Systems Security Professional.
Added
Chevron’s CISO has 20 years of cybersecurity experience and is responsible for providing a single and consolidated view of Chevron’s enterprise cybersecurity risk. Before joining Chevron, he held senior leadership roles, including that of CISO, at other multinational, publicly traded companies.
Removed
The management team is informed about and monitors the efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by Hess; and alerts and reports produced by security tools deployed in the information technology environment.
Added
Chevron operates four Cyber Intelligence Centers around the world, some co-located with critical assets, with cyber professionals who monitor and respond to cyber threats 24 hours a day, 365 days a year, to limit the scope and impact of cyber incidents in its networks.
Added
The cybersecurity organization provides Chevron’s IT leadership, which includes Chevron’s CIO, with regular cybersecurity operations reports detailing prevention, detection, mitigation and remediation efforts associated with cyber incidents, both on the Company’s networks and third-party supplier networks.
Added
The leadership of the cybersecurity organization has authority to mobilize a cross-functional cyber incident response team, including outside cybersecurity experts, to drive mitigation and remediation actions. Status updates on incidents applicable to the Company are provided to our senior management and our audit committee of the Board, as appropriate.
Added
Chevron’s dedicated cyber risk organization meets regularly with us to raise cyber risk awareness and keep diverse cybersecurity skill sets connected across the enterprise. The Company, in coordination with Chevron, has invested in broad cybersecurity awareness and required training to educate those with access to our networks on our policies and best practices.
Added
The Company, in coordination with Chevron, conducts regular phishing tests to train and assess our workforce’s ability to identify malicious emails. The Company’s Corporate Audit Department has a dedicated team responsible for IT and information security (including cybersecurity) audits. In coordination with Chevron, the Company also leverages external resources to reinforce its cybersecurity capabilities.
Added
On a regular basis, external consultants provide a maturity assessment of Chevron’s cybersecurity program, utilized by the Company. 42 Table of Contents Chevron’s approach to managing risks, including cybersecurity risks, is embedded within Chevron’s Operational Excellence (“OE”) Management System (“OEMS”).
Added
The OEMS provides a systematic process that enables Chevron to manage risk and implement safeguards and foster a culture of learning across different focus areas for Chevron’s and our business, including cybersecurity.
Added
The Business Continuity Planning OE Process, a component of the OEMS, is designed to prepare Chevron to continue operations during an unplanned event or disruption, which aligns with its OE objective to prevent high-consequence security and cybersecurity incidents.
Added
Chevron works to identify the Company’s critical business processes and dependent IT applications and document the processes for continuing operations without IT systems. In coordination with Chevron’s cross-functional teams, the Company also conducts regular multidisciplinary exercises to test and improve response plans.
Added
The audit committee of our general partner’s board of directors provides oversight of our cybersecurity program, receives reports from management on cybersecurity risks in connection with our operations and projects, and also reviews cybersecurity risks as part of the Company’s broader annual ERM process. The audit committee receives presentations on cybersecurity topics from management at least twice a year.
Added
Despite the cybersecurity measures that the Company is taking to mitigate such risks, there can be no guarantee that such measures will be sufficient to protect the Company’s systems, information, intellectual property and other assets from significant harm and that future cybersecurity incidents will not have a material adverse effect on the Company or its results of operations or financial condition or cause reputational or other harm to the Company.
Added
Refer to Item 1A. Risk Factors for further discussion of cyberattacks and the associated risks to the Company’s business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeWe have elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. See Note 11, Commitments and Contingencies for additional details. ITEM 4. MINE SAF ETY DISCLOSURES Not Applicable 48 Table of Contents PAR T II
Biggest changeWe have elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. See Note 11, Commitments and Contingencies for additional details. ITEM 4. MINE SAF ETY DISCLOSURES Not Applicable 43 Table of Contents PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

89 edited+31 added−71 removed42 unchanged
Biggest changeFor the Year Ended December 31, 2024 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 791.9 $ 561.1 $ 114.8 $ - $ 1,467.8 Third-party services 7.2 16.6 0.3 - 24.1 Other income - - 3.6 - 3.6 Total revenues 799.1 577.7 118.7 - 1,495.5 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 203.5 112.9 30.9 - 347.3 Depreciation expense 126.7 59.1 17.3 - 203.1 General and administrative expenses 10.3 5.3 1.0 9.5 26.1 Total operating costs and expenses 340.5 177.3 49.2 9.5 576.5 Income (loss) from operations 458.6 400.4 69.5 (9.5 ) 919.0 Income from equity investments - 14.0 - - 14.0 Interest expense, net - - - 202.2 202.2 Income (loss) before income tax expense 458.6 414.4 69.5 (211.7 ) 730.8 Income tax expense - - - 71.8 71.8 Net income (loss) 458.6 414.4 69.5 (283.5 ) 659.0 Less: Net income (loss) attributable to noncontrolling interest 273.5 247.2 41.5 (126.3 ) 435.9 Net income (loss) attributable to Hess Midstream LP $ 185.1 $ 167.2 $ 28.0 $ (157.2 ) $ 223.1 Throughput volumes Gas gathering (MMcf/d) 437 437 Crude oil gathering (MBbl/d) 114 114 Gas processing (MMcf/d) 420 420 Crude oil terminaling (MBbl/d) 123 123 NGL loading (MBbl/d) 14 14 Water gathering (MBbl/d) 125 125 58 Table of Contents For the Year Ended December 31, 2023 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 727.7 $ 496.0 $ 114.4 $ - $ 1,338.1 Third-party services 2.3 5.7 - - 8.0 Other income - - 2.5 - 2.5 Total revenues 730.0 501.7 116.9 - 1,348.6 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 185.3 99.0 28.7 - 313.0 Depreciation expense 115.6 59.9 17.0 - 192.5 General and administrative expenses 10.9 5.3 1.3 8.7 26.2 Total operating costs and expenses 311.8 164.2 47.0 8.7 531.7 Income (loss) from operations 418.2 337.5 69.9 (8.7 ) 816.9 Income from equity investments - 7.7 - - 7.7 Interest expense, net - - - 179.0 179.0 Income (loss) before income tax expense 418.2 345.2 69.9 (187.7 ) 645.6 Income tax expense - - - 37.9 37.9 Net income (loss) 418.2 345.2 69.9 (225.6 ) 607.7 Less: Net income (loss) attributable to noncontrolling interest 316.6 261.7 53.1 (142.3 ) 489.1 Net income (loss) attributable to Hess Midstream LP $ 101.6 $ 83.5 $ 16.8 $ (83.3 ) $ 118.6 Throughput volumes Gas gathering (MMcf/d) 381 381 Crude oil gathering (MBbl/d) 100 100 Gas processing (MMcf/d) 367 367 Crude oil terminaling (MBbl/d) 115 115 NGL loading (MBbl/d) 13 13 Water gathering (MBbl/d) 95 95 59 Table of Contents For the Year Ended December 31, 2022 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 677.9 $ 470.8 $ 124.5 $ - $ 1,273.2 Other income - - 2.0 - 2.0 Total revenues 677.9 470.8 126.5 - 1,275.2 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 170.2 85.0 24.4 - 279.6 Depreciation expense 107.4 57.7 16.2 - 181.3 General and administrative expenses 10.7 4.3 0.9 7.2 23.1 Total operating costs and expenses 288.3 147.0 41.5 7.2 484.0 Income (loss) from operations 389.6 323.8 85.0 (7.2 ) 791.2 Income from equity investments - 5.3 - - 5.3 Interest expense, net - - - 149.3 149.3 Income (loss) before income tax expense 389.6 329.1 85.0 (156.5 ) 647.2 Income tax expense - - - 26.6 26.6 Net income (loss) 389.6 329.1 85.0 (183.1 ) 620.6 Less: Net income (loss) attributable to noncontrolling interest 323.2 272.5 70.6 (129.6 ) 536.7 Net income (loss) attributable to Hess Midstream LP $ 66.4 $ 56.6 $ 14.4 $ (53.5 ) $ 83.9 Throughput volumes Gas gathering (MMcf/d) 333 333 Crude oil gathering (MBbl/d) 96 96 Gas processing (MMcf/d) 319 319 Crude oil terminaling (MBbl/d) 103 103 NGL loading (MBbl/d) 11 11 Water gathering (MBbl/d) 74 74 60 Table of Contents Year ended December 31, 2024 Compared to Year Ended December 31, 2023 Gathering Revenues and other income increased $69.1 million in 2024 compared to 2023, of which $56.5 million is attributable to higher gas gathering volumes that were above MVCs in 2024 and 2023, $20.1 million is attributable to higher water gathering and disposal revenues, $13.4 million is attributable to higher pass-through revenues included in affiliate services, $8.8 million is attributable to higher crude oil gathering volumes that were above MVCs in 2024 and above the 2023 MVC levels, and $4.9 million is attributable to services provided directly to third parties.
Biggest changeFor the Year Ended December 31, 2025 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 853.6 $ 593.7 $ 126.3 $ - $ 1,573.6 Third-party services 17.0 26.3 0.3 - 43.6 Other income - - 4.1 - 4.1 Total revenues 870.6 620.0 130.7 - 1,621.3 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 216.0 119.4 35.2 - 370.6 Depreciation expense 134.6 62.0 17.5 - 214.1 General and administrative expenses 11.2 6.9 1.1 9.3 28.5 Total operating costs and expenses 361.8 188.3 53.8 9.3 613.2 Income (loss) from operations 508.8 431.7 76.9 (9.3 ) 1,008.1 Income from equity investments - 15.9 - - 15.9 Interest expense, net - - - 225.6 225.6 Income (loss) before income tax expense 508.8 447.6 76.9 (234.9 ) 798.4 Income tax expense - - - 113.8 113.8 Net income (loss) 508.8 447.6 76.9 (348.7 ) 684.6 Less: Net income (loss) attributable to noncontrolling interest 211.4 186.1 32.1 (97.9 ) 331.7 Net income (loss) attributable to Hess Midstream LP $ 297.4 $ 261.5 $ 44.8 $ (250.8 ) $ 352.9 Throughput volumes Gas gathering (MMcf/d) 458 458 Crude oil gathering (MBbl/d) 121 121 Gas processing (MMcf/d) 445 445 Crude oil terminaling (MBbl/d) 129 129 NGL loading (MBbl/d) 16 16 Water gathering (MBbl/d) 131 131 53 Table of Contents For the Year Ended December 31, 2024 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 791.9 $ 561.1 $ 114.8 $ - $ 1,467.8 Third-party services 7.2 16.6 0.3 - 24.1 Other income - - 3.6 - 3.6 Total revenues 799.1 577.7 118.7 - 1,495.5 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 203.5 112.9 30.9 - 347.3 Depreciation expense 126.7 59.1 17.3 - 203.1 General and administrative expenses 10.3 5.3 1.0 9.5 26.1 Total operating costs and expenses 340.5 177.3 49.2 9.5 576.5 Income (loss) from operations 458.6 400.4 69.5 (9.5 ) 919.0 Income from equity investments - 14.0 - - 14.0 Interest expense, net - - - 202.2 202.2 Income (loss) before income tax expense 458.6 414.4 69.5 (211.7 ) 730.8 Income tax expense - - - 71.8 71.8 Net income (loss) 458.6 414.4 69.5 (283.5 ) 659.0 Less: Net income (loss) attributable to noncontrolling interest 273.5 247.2 41.5 (126.3 ) 435.9 Net income (loss) attributable to Hess Midstream LP $ 185.1 $ 167.2 $ 28.0 $ (157.2 ) $ 223.1 Throughput volumes Gas gathering (MMcf/d) 437 437 Crude oil gathering (MBbl/d) 114 114 Gas processing (MMcf/d) 420 420 Crude oil terminaling (MBbl/d) 123 123 NGL loading (MBbl/d) 14 14 Water gathering (MBbl/d) 125 125 54 Table of Contents For the Year Ended December 31, 2023 Gathering Processing and Storage Terminaling and Export Interest and Other Consolidated Hess Midstream LP Revenues Affiliate services $ 727.7 $ 496.0 $ 114.4 $ - $ 1,338.1 Third-party services 2.3 5.7 - - 8.0 Other income - - 2.5 - 2.5 Total revenues 730.0 501.7 116.9 - 1,348.6 Costs and expenses Operating and maintenance expenses (exclusive of depreciation shown separately below) 185.3 99.0 28.7 - 313.0 Depreciation expense 115.6 59.9 17.0 - 192.5 General and administrative expenses 10.9 5.3 1.3 8.7 26.2 Total operating costs and expenses 311.8 164.2 47.0 8.7 531.7 Income (loss) from operations 418.2 337.5 69.9 (8.7 ) 816.9 Income from equity investments - 7.7 - - 7.7 Interest expense, net - - - 179.0 179.0 Income (loss) before income tax expense 418.2 345.2 69.9 (187.7 ) 645.6 Income tax expense - - - 37.9 37.9 Net income (loss) 418.2 345.2 69.9 (225.6 ) 607.7 Less: Net income (loss) attributable to noncontrolling interest 316.6 261.7 53.1 (142.3 ) 489.1 Net income (loss) attributable to Hess Midstream LP $ 101.6 $ 83.5 $ 16.8 $ (83.3 ) $ 118.6 Throughput volumes Gas gathering (MMcf/d) 381 381 Crude oil gathering (MBbl/d) 100 100 Gas processing (MMcf/d) 367 367 Crude oil terminaling (MBbl/d) 115 115 NGL loading (MBbl/d) 13 13 Water gathering (MBbl/d) 95 95 55 Table of Contents Year ended December 31, 2025 Compared to Year Ended December 31, 2024 Gathering Revenues and other income increased $71.5 million in 2025 compared to 2024, of which $23.7 million is attributable to higher tariff rates, $12.2 million is attributable to higher gas gathering physical volumes, $10.0 million is attributable to higher pass-through revenues, $8.4 million is attributable to higher water gathering and disposal revenues, $7.9 million is attributable to higher crude oil gathering physical volumes, $7.2 million is attributable to services provided directly to third parties, and $2.1 million is attributable to MVC revenues that were previously deferred.
Operating and Maintenance Expenses. Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses.
Our management seeks to maximize the profitability of our operations by effectively managing operating and maintenance expenses.
Such a fee structure may provide less downside risk protection in the future compared with 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.
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.
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.
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.
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 Hess 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.
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.
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.
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.
A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Hess and third‑party owned or operated wells to the Tioga Gas Plant, Little Missouri 4 (“LM4”) gas processing plant and third‑party pipeline facilities. The system also includes the Hawkeye Gas Facility. • Crude Oil Gathering.
A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Chevron and third‑party owned or operated wells to the Tioga Gas Plant, Little Missouri 4 (“LM4”) gas processing plant and third‑party pipeline facilities. The system also includes the Hawkeye Gas Facility. • Crude Oil Gathering.
In 2024, we repaid $337.5 million of net borrowings under out Credit Facilities compared to $319.5 million net proceeds from borrowings under our Credit Facilities in 2023.
In 2024, we repaid $337.5 million of net borrowings under our Credit Facilities compared to $319.5 million net proceeds from borrowings under our Credit Facilities in 2023.
A crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting Hess and third-party owned or operated wells to the Ramberg Terminal Facility, the Tioga Rail Terminal and the Johnson’s Corner Header System. The system also includes the Hawkeye Oil Facility. • Produced Water Gathering and Disposal .
A crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting Chevron and third-party owned or operated wells to the Ramberg Terminal Facility, the Tioga Rail Terminal and the Johnson’s Corner Header System. The system also includes the Hawkeye Oil Facility. • Produced Water Gathering and Disposal .
ITEM 6. [RESERVED] 51 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Annual Report on Form 10‑K.
ITEM 6. [RESERVED] 46 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8 of this Annual Report on Form 10‑K.
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.
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.
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.
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.
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.
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.
An approximately six‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Hess and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems. • Other DAPL Connections .
An approximately six‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from Chevron and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems. • Other DAPL Connections .
Sustained periods of low prices for oil and natural gas could materially and adversely affect the quantities of oil and natural gas that Hess and third parties can economically produce. The commodities trading markets, as well as global and regional supply and demand factors, may also influence the selling prices of crude oil, natural gas and NGLs.
Sustained periods of low prices for oil and natural gas could materially and adversely affect the quantities of oil and natural gas that our Sponsor and third parties can economically produce. The commodities trading markets, as well as global and regional supply and demand factors, may also influence the selling prices of crude oil, natural gas and NGLs.
(2) The amount includes 88,741 phantom unit awards that vest ratably over a three-year period for officers and employees, and vest after one year for directors following the date of grant. Upon vesting, each phantom unit is paid in the form of a Class A Share in us, or an equivalent amount of cash, subject to applicable tax withholdings.
(2) The amount includes 29,565 phantom unit awards that vest ratably over a three-year period for officers and employees, and vest after one year for directors following the date of grant. Upon vesting, each phantom unit is paid in the form of a Class A Share in us, or an equivalent amount of cash, subject to applicable tax withholdings.
Additionally, because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of these measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 57 Table of Contents Results of Operations The following tables summarize our consolidated results of operations for the years ended December 31, 2024, 2023 and 2022.
Additionally, because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of these measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 52 Table of Contents Results of Operations The following tables summarize our consolidated results of operations for the years ended December 31, 2025, 2024 and 2023.
Our commercial 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 downside risk protection. • Capitalize on Hess’ Bakken Production Growth.
Our commercial 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 downside risk protection. • Capitalize on Chevron’s Bakken Production Goals.
We currently handle volumes from third‑party producers and midstream companies contracted directly with us and contracted with Hess and delivered to us under our commercial agreements with Hess.
We currently handle volumes from third‑party producers and midstream companies contracted directly with us and contracted with Chevron and delivered to us under our commercial agreements with Chevron.
For the year ended December 31, 2024, our gas gathering and gas processing revenues comprised 77% of total affiliate revenues, excluding affiliate pass-through revenues. Together with Hess, 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.
For the year ended December 31, 2025, our gas gathering and gas processing revenues comprised 77% of total affiliate revenues, excluding affiliate pass-through revenues. Together with Chevron, 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.
Although Hess has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to: • utilize the remaining uncommitted capacity on, or add additional capacity to, our existing assets, and optimize our existing assets; • identify and execute expansion projects, and capture incremental throughput volumes from Hess and third parties for these expanded facilities; • increase throughput volumes at our Ramberg Terminal Facility, Tioga Rail Terminal and the Johnson’s Corner Header System by interconnecting with new or existing third‑party gathering pipelines; and • increase gas processing throughput volumes by interconnecting with new or existing third‑party gathering pipelines.
Although Chevron has committed to minimum volumes under our commercial agreements described above, our results of operations will be impacted by our ability to: • utilize the remaining uncommitted capacity on, or add additional capacity to, our existing assets, and optimize our existing assets; • identify and execute expansion projects, and capture incremental throughput volumes from Chevron and third parties for these expanded facilities; • increase throughput volumes at our Ramberg Terminal Facility, Tioga Rail Terminal and the Johnson’s Corner Header System by interconnecting with new or existing third‑party gathering pipelines; and • increase gas processing throughput volumes by interconnecting with new or existing third‑party gathering pipelines. 51 Table of Contents Operating and Maintenance Expenses.
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. 55 Table of Contents 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 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. 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.
The throughput volumes at our facilities depend primarily on the volumes of crude oil and natural gas produced by Hess and third parties in the Bakken, which, in turn, are ultimately dependent on Hess’ and third parties’ exploration and production margins. Exploration and production margins depend on the price of crude oil, natural gas, and NGLs.
The throughput volumes at our facilities depend primarily on the volumes of crude oil and natural gas produced by our Sponsor and third parties in the Bakken, which, in turn, are ultimately dependent on our Sponsor’s and third parties’ exploration and production margins. Exploration and production margins depend on the price of crude oil, natural gas, and NGLs.
A crude oil and NGL rail loading terminal in Tioga, North Dakota that is connected to the Tioga Gas Plant, the Ramberg Terminal Facility and our crude oil gathering system. 54 Table of Contents • Crude Oil Rail Cars.
A crude oil and NGL rail loading terminal in Tioga, North Dakota that is connected to the Tioga Gas Plant, the Ramberg Terminal Facility and our crude oil gathering system. • Crude Oil Rail Cars.
We seek to manage our maintenance expenditures by scheduling periodic maintenance on our assets in order to minimize significant variability in these expenditures and minimize their impact on our cash flow. 56 Table of Contents Adjusted EBITDA .
We seek to manage our maintenance expenditures by scheduling periodic maintenance on our assets in order to minimize significant variability in these expenditures and minimize their impact on our cash flow. Adjusted EBITDA .
Equity Compensation Plan Information The following table summarizes information about our equity compensation plan as of December 31, 2024: Number of securities to be Weighted-average Number of securities issued upon exercise of exercise price of remaining available for outstanding options, outstanding options future issuance under Plan category warrants, and rights warrants, and rights equity compensation plans Equity compensation plans not approved by security holders (1) - - - Hess Midstream LP 2017 Long Term Incentive Plan 88,741 (2) $ - 2,394,359 Total 88,741 $ - 2,394,359 (1) The general partner of our predecessor adopted the Long-Term Incentive Plan in connection with the IPO.
Equity Compensation Plan Information The following table summarizes information about our equity compensation plan as of December 31, 2025: Number of securities to be Weighted-average Number of securities issued upon exercise of exercise price of remaining available for outstanding options, outstanding options future issuance under Plan category warrants, and rights warrants, and rights equity compensation plans Equity compensation plans not approved by security holders (1) - - - Hess Midstream LP 2017 Long Term Incentive Plan 29,565 (2) $ - 2,453,535 Total 29,565 $ - 2,453,535 (1) The general partner of our predecessor adopted the Long-Term Incentive Plan in connection with the IPO.
Except for splits and combinations as contemplated by our partnership agreement, no distribution shall be made under any circumstances in respect of any Class B Shares or our general partner interest. 49 Table of Contents The following table sets forth the cash distributions per share declared on the Class A Shares, for the three most recent years through December 31, 2024: Quarterly Cash Three most recent years Distribution per Share (1) March 31, 2022 $ 0.5492 June 30, 2022 $ 0.5559 September 30, 2022 $ 0.5627 December 31, 2022 $ 0.5696 March 31, 2023 $ 0.5851 June 30, 2023 $ 0.6011 September 30, 2023 $ 0.6175 December 31, 2023 $ 0.6343 March 31, 2024 $ 0.6516 June 30, 2024 $ 0.6677 September 30, 2024 $ 0.6846 December 31, 2024 $ 0.7012 (1) Represents a cash distribution attributable to the quarter-end pursuant to our partnership agreement.
Except for splits and combinations as contemplated by our partnership agreement, no distribution shall be made under any circumstances in respect of any Class B Shares or our general partner interest. 44 Table of Contents The following table sets forth the cash distributions per share declared on the Class A Shares, for the three most recent years through December 31, 2025: Quarterly Cash Three most recent years Distribution per Share (1) March 31, 2023 $ 0.5851 June 30, 2023 $ 0.6011 September 30, 2023 $ 0.6175 December 31, 2023 $ 0.6343 March 31, 2024 $ 0.6516 June 30, 2024 $ 0.6677 September 30, 2024 $ 0.6846 December 31, 2024 $ 0.7012 March 31, 2025 $ 0.7098 June 30, 2025 $ 0.7370 September 30, 2025 $ 0.7548 December 31, 2025 $ 0.7641 (1) Represents a cash distribution attributable to the quarter-end pursuant to our partnership agreement.
However, our general partner may in the future own other equity interests in us and may be entitled to receive distributions on any such interests. 50 Table of Contents Adjustment of the Minimum Quarterly Distribution If we combine our shares or other interests in us (“Company Interests”) into fewer shares or Company Interests (commonly referred to as a “reverse split”) or subdivide our shares or Company Interests into a greater number of shares or Company Interests (commonly referred to as a “split”), we will proportionately adjust the minimum quarterly distribution.
Our general partner is not entitled to receive cash distributions with respect to its general partner interest in us; however, our general partner may in the future own other equity interests in us and may be entitled to receive distributions on any such interests. 45 Table of Contents Adjustment of the Minimum Quarterly Distribution If we combine our shares or other interests in us (“Company Interests”) into fewer shares or Company Interests (commonly referred to as a “reverse split”) or subdivide our shares or Company Interests into a greater number of shares or Company Interests (commonly referred to as a “split”), we will proportionately adjust the minimum quarterly distribution.
Total operating costs and expenses in 2024 were $576.5 million, up from $531.7 million in the prior year. The increase was attributable to higher operating and maintenance expenses of $34.3 million, including higher pass-through costs, higher costs charged to us under our omnibus and employee secondment agreements and higher third-party processing and offload fees.
Total operating costs and expenses in 2025 were $613.2 million, up from $576.5 million in the prior year. The increase was attributable to higher operating and maintenance expenses of $23.3 million, including higher pass-through costs, higher costs charged to us under our omnibus and employee secondment agreements and higher third-party processing and offload fees.
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 the section entitled “Risk Factors” included elsewhere in this report.
Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” included elsewhere in this report.
Year Ended December 31, (in millions) 2024 2023 2022 Reconciliation of Adjusted EBITDA to net income: Net income $ 659.0 $ 607.7 $ 620.6 Plus: Depreciation expense 203.1 192.5 181.3 Interest expense, net 202.2 179.0 149.3 Income tax expense 71.8 37.9 26.6 Adjusted EBITDA $ 1,136.1 $ 1,017.1 $ 977.8 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 940.3 $ 866.4 $ 861.1 Changes in assets and liabilities 8.0 (14.5 ) (14.5 ) Amortization of deferred financing costs (9.6 ) (8.4 ) (8.8 ) Interest expense, net 202.2 179.0 149.3 Distribution from equity investments (17.2 ) (11.4 ) (13.0 ) Income from equity investments 14.0 7.7 5.3 Other (1.6 ) (1.7 ) (1.6 ) Adjusted EBITDA $ 1,136.1 $ 1,017.1 $ 977.8 64 Table of Contents Liquidity and Capital Resources We expect our ongoing sources of liquidity to include: • cash on hand; • cash generated from operations; • borrowings under our revolving credit facility; • issuances of additional debt securities; and • issuances of additional equity securities.
Year Ended December 31, (in millions) 2025 2024 2023 Reconciliation of Adjusted EBITDA to net income: Net income $ 684.6 $ 659.0 $ 607.7 Plus: Depreciation expense 214.1 203.1 192.5 Interest expense, net 225.6 202.2 179.0 Income tax expense 113.8 71.8 37.9 Adjusted EBITDA $ 1,238.1 $ 1,136.1 $ 1,017.1 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 983.8 $ 940.3 $ 866.4 Changes in assets and liabilities 49.8 8.0 (14.5 ) Amortization of deferred financing costs (14.1 ) (9.6 ) (8.4 ) Interest expense, net 225.6 202.2 179.0 Distribution from equity investments (21.4 ) (17.2 ) (11.4 ) Income from equity investments 15.9 14.0 7.7 Other (1.5 ) (1.6 ) (1.7 ) Adjusted EBITDA $ 1,238.1 $ 1,136.1 $ 1,017.1 58 Table of Contents Liquidity and Capital Resources We expect our ongoing sources of liquidity to include: • cash on hand; • cash generated from operations; • borrowings under our revolving credit facility; • issuances of additional debt securities; and • issuances of additional equity securities.
Note 11 , Commitments and Contingencies. Estimates related to contingencies affect operating expenses in our accompanying consolidated statements of operations and liabilities in our balance sheets. 68 Table of Contents
Estimates related to contingencies affect operating expenses in our accompanying consolidated statements of operations and liabilities in our balance sheets. 61 Table of Contents
Cash Flows The following table sets forth a summary of our cash flows (in millions): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 940.3 $ 866.4 $ 861.1 Net cash used in investing activities (306.1 ) (223.5 ) (238.2 ) Net cash used in financing activities (635.3 ) (640.6 ) (622.0 ) Net increase (decrease) in cash and cash equivalents $ (1.1 ) $ 2.3 $ 0.9 Operating Activities.
Cash Flows The following table sets forth a summary of our cash flows (in millions): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 983.8 $ 940.3 $ 866.4 Net cash used in investing activities (255.6 ) (306.1 ) (223.5 ) Net cash used in financing activities (730.6 ) (635.3 ) (640.6 ) Net increase (decrease) in cash and cash equivalents $ (2.4 ) $ (1.1 ) $ 2.3 Operating Activities.
Income tax expense increased $11.3 million in the same period primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offerings and unit repurchase transactions in 2022 and 2023. 62 Table of Contents Other Factors Expected to Significantly Affect Our Future Results We currently generate substantially all of our revenues under fee‑based commercial agreements with Hess, including third parties contracted with affiliates of Hess.
Income tax expense increased $42.0 million in 2025 compared to 2024, primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offerings and unit repurchase transactions in 2024 and 2025. 56 Table of Contents Other Factors Expected to Significantly Affect Our Future Results We currently generate substantially all of our revenues under fee‑based commercial agreements with Chevron, including third parties contracted with affiliates of Chevron.
Beginning with the second quarter of 2024, and as presented in this report, “Adjusted EBITDA” is defined as reported net income (loss) before net interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, such as transaction costs, other income and other non‑cash and non‑recurring items, if applicable.
We define “Adjusted EBITDA” as reported net income (loss) before net interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance, such as transaction costs, other income and other non‑cash and non‑recurring items, if applicable.
Net cash used in investing activities increased $82.6 million in 2024 compared to 2023, driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and related pipeline infrastructure expansion program.
Net cash used in investing activities increased $82.6 million in 2024 compared to 2023, 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. 59 Table of Contents Financing Activities. Net cash used in financing activities increased $95.3 million in 2025 compared to 2024.
At December 31, 2024: • the Company held a 47.7% controlling interest in the Partnership and the Sponsors held a 52.3% noncontrolling economic interest in the Partnership; • public limited partners held a 47.3% voting interest and a 99.1% economic interest in the Company, which represents an indirect 47.3% economic interest in the Partnership; • the Sponsors and their respective affiliates held a 52.7% voting interest and a 0.9% economic interest in the Company, which, taken with their direct limited partnership interest in the Partnership, represents an indirect 52.7% economic interest in the Partnership.
At December 31, 2025: • the Company held a 62.3% controlling interest in the Partnership and Chevron held a 37.7% noncontrolling economic interest in the Partnership; • public limited partners held a 62.1% voting interest and a 99.7% economic interest in the Company, which represents an indirect 62.1% economic interest in the Partnership; • Chevron and its affiliates held a 37.9% voting interest and a 0.3% economic interest in the Company, which, taken with their direct limited partnership interest in the Partnership, represents an indirect 37.9% economic interest in the Partnership.
Net cash used in investing activities decreased $14.7 million in 2023 compared to 2022, driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and related pipeline infrastructure expansion program. Financing Activities. Net cash used in financing activities decreased $5.3 million in 2024 compared to 2023.
Investing Activities. Net cash used in investing activities decreased $50.5 million in 2025 compared to 2024, 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.
Together with Hess, 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. • Grow Through Accretive Acquisitions from Our Sponsors and Third Parties.
Together with Chevron, 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. • Grow Through Accretive Acquisitions from Our Sponsor and Third Parties. We evaluate potential acquisitions of complementary midstream assets from our Sponsor as well as from third parties.
The determination of estimated useful lives is a significant element in arriving at depreciation expense. The estimates affect depreciation expense and cost componentization in our accompanying consolidated statements of operations and balance sheets. These estimates and assumptions have not changed during the periods included in the accompanying consolidated financial statements.
The estimates affect depreciation expense and cost componentization in our accompanying consolidated statements of operations and balance sheets. These estimates and assumptions have not changed during the periods included in the accompanying consolidated financial statements.
In addition, in 2024, we spent $100.0 million less for repurchases of Class B Units of the Partnership and had lower transaction costs of $0.9 million, partially offset by higher distributions to shareholders and noncontrolling interest of $29.1 million. 66 Table of Contents Net cash used in financing activities increased $18.6 million in 2023 compared to 2022.
In addition, in 2024, we spent $100.0 million less for repurchases of Class B Units of the Partnership and had lower transaction costs of $0.9 million, partially offset by higher distributions to shareholders and noncontrolling interest of $29.1 million.
Our assets are primarily located in the Bakken and Three Forks shale plays in the Williston Basin area of North Dakota, which we collectively refer to as the Bakken.
Our assets are primarily located in the Bakken and Three Forks shale plays in the Williston Basin area of North Dakota, which we collectively refer to as the Bakken. We are managed and controlled by Hess Midstream GP LLC (“GP LLC”), the general partner of our general partner.
Operating and maintenance expenses increased $18.2 million, of which $13.4 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $7.4 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements and $3.0 million is attributable to other costs.
Operating and maintenance expenses (exclusive of depreciation) increased $12.5 million, of which $10.0 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $5.7 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $3.2 million attributable to lower maintenance activity and other costs.
Holders As of December 31, 2024, there were 174 shareholders of record who owned a total of 104,086,900 of our Class A Shares, one of which is Hess Midstream GP LP. The number of holders does not include the holders for whom shares are held in a “nominee” or “street” name.
Holders As of December 31, 2025, there were 194 shareholders of record who owned a total of 129,403,244 of our Class A Shares, one of which is HINDL. The number of holders does not include the holders for whom shares are held in a “nominee” or “street” name.
Depreciation lives related to our significant assets primarily range between 12 to 35 years. However, factors such as maintenance levels, economic conditions impacting the demand for these assets, and regulatory or environmental requirements are inherently uncertain and could cause us to change our estimates, and impact our future calculation of depreciation.
However, factors such as maintenance levels, economic conditions impacting the demand for these assets, and regulatory or environmental requirements are inherently uncertain and could cause us to change our estimates, and impact our future calculation of depreciation. The determination of estimated useful lives is a significant element in arriving at depreciation expense.
Securities Authorized for Issuance Under Equity Compensation Plans In 2017, the Partnership adopted the Hess Midstream Partners LP 2017 Long-Term Incentive Plan. Pursuant to the Restructuring, the Company assumed the Hess Midstream Partners LP 2017 Long-Term Incentive Plan and all obligations with respect to outstanding awards thereunder.
Pursuant to the Restructuring, the Company assumed the Hess Midstream Partners LP 2017 Long-Term Incentive Plan and all obligations with respect to outstanding awards thereunder.
Net cash provided by operating activities increased $5.3 million in 2023 compared to 2022.
Net cash provided by operating activities increased $43.5 million in 2025 compared to 2024.
Operating and maintenance expenses increased $4.3 million, of which $7.5 million is attributable to rail car inspection and recertification activities, $2.0 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements, and $1.7 million is attributable to other maintenance activity.
Operating and maintenance expenses (exclusive of depreciation) increased $4.3 million, of which $3.2 million is attributable to higher maintenance activity and $1.1 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements.
Income tax expense in 2024 was $71.8 million, up from $37.9 million in 2023, which was primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offering and unit repurchase transactions in 2023 and 2024.
Income tax expense in 2025 was $113.8 million, up from $71.8 million in 2024, which was primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offering and unit repurchase transactions in 2024 and 2025. As a result, consolidated net income increased $25.6 million and Adjusted EBITDA increased $102.0 million.
GIP also granted the underwriter an option to purchase up to an additional 1,500,000 Class A shares at the same price per Class A share, which was exercised in full on June 3, 2024. • On September 20, 2024, GIP sold an aggregate of 12,650,000 of our Class A shares, inclusive of the underwriter’s option to purchase up to 1,650,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $35.12 per Class A Share. 52 Table of Contents In 2024, GIP received net proceeds from the offerings of approximately $1.2 billion after deducting 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. • 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. 47 Table of Contents In 2025, GIP received net proceeds from the offerings of approximately $1.0 billion after deducting underwriting discounts.
Significant 2024 Financial and Operating Results Significant financial and operating results for the year ended December 31, 2024 include: • Throughput volumes increased 14% for gas processing, 7% for terminaling and 32% for water gathering in 2024 compared with 2023, primarily due to increased Hess drilling activity and higher gas capture. • Consolidated net income of $659.0 million. • Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $223.1 million, or $2.51 basic earnings per Class A Share. • Net cash provided by operating activities of $940.3 million. • Adjusted EBITDA of $1,136.1 million. • Paid cash distributions of $2.0039 per Class A share in total for the first three quarters of 2024 and declared a cash distribution of $0.7012 per Class A share for the fourth quarter of 2024, which was paid in February 2025. • Completed the repurchase of an aggregate of 8,364,215 Class B Units of the Partnership from the Sponsors for approximately $300 million.
Significant 2025 Financial and Operating Results Significant financial and operating results for the year ended December 31, 2025 include: • Throughput volumes increased 6% for gas processing, 5% for terminaling and 5% for water gathering in 2025 compared with 2024, primarily due to higher Chevron and third-party production. • Consolidated net income of $684.6 million. • Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $352.9 million, or $2.87 basic earnings per Class A Share. • Net cash provided by operating activities of $983.8 million. • Adjusted EBITDA of $1,238.1 million. • Paid cash distributions of $2.2016 per Class A share in total for the first three quarters of 2025 and declared a cash distribution of $0.7641 per Class A share for the fourth quarter of 2025, which was paid in February 2026. • Completed accretive $80.0 million repurchase of Class A shares of the Company and $320.0 million repurchase of Class B Units of the Partnership.
Terminaling and Export Revenues and other income increased $1.8 million in 2024 compared to 2023, of which $4.0 million is attributable to higher volumes that were above MVCs in 2024 and above the 2023 MVC levels, $3.4 million is attributable to pass-through revenues and $1.4 million is attributable to other income and services provided directly to third parties.
Terminaling and Export Revenues and other income increased $12.0 million in 2025 compared to 2024, of which $6.8 million is attributable to higher physical volumes, $4.3 million attributable to higher tariff rates, $0.5 million is attributable to other income and services provided directly to third parties, and $0.4 million is attributable to MVC revenues that were previously deferred .
The estimates affect depreciation expense in our accompanying consolidated statements of operations and balance sheets, as described below. Depreciation Expense We calculate depreciation using the straight‑line method based on the estimated useful lives after considering salvage values of our assets. When assets are placed into service, we make estimates with respect to their useful lives that we believe are reasonable.
Depreciation Expense We calculate depreciation using the straight‑line method based on the estimated useful lives after considering salvage values of our assets. When assets are placed into service, we make estimates with respect to their useful lives that we believe are reasonable. Depreciation lives related to our significant assets primarily range between 12 to 35 years.
How We Generate Revenues We generate substantially all of our revenues by charging fees for gathering, compressing and processing natural gas and fractionating NGLs; gathering, terminaling, loading and transporting crude oil and NGLs; storing and terminaling propane; and gathering and disposing of produced water.
For additional information regarding Adjusted EBITDA, our non‑GAAP financial measure, see “ How We Evaluate Our Operations ” and “ Reconciliation of Non‑GAAP Financial Measure ” below. 50 Table of Contents How We Generate Revenues We generate substantially all of our revenues by charging fees for gathering, compressing and processing natural gas and fractionating NGLs; gathering, terminaling, loading and transporting crude oil and NGLs; storing and terminaling propane; and gathering and disposing of produced water.
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. This discussion contains forward-looking statements that involve risks and uncertainties.
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.
Gathering Our gathering segment includes Hess North Dakota Pipeline Operations LP, or Gathering Opco, and Hess Water Services Holdings LLC, which own the following assets: • Natural Gas Gathering and Compression .
Segments Our assets and operations are organized into the following three reportable segments: (i) gathering, (ii) processing and storage and (iii) terminaling and export. Gathering Our gathering segment includes Hess North Dakota Pipelines Operations LP, or Gathering Opco, and Hess Water Services Holdings LLC, which own the following assets: • Natural Gas Gathering and Compression .
Terminaling and Export Our terminaling and export segment includes Hess North Dakota Export Logistics Operations LP, or Logistics Opco, which owns each of the following assets: • Ramberg Terminal Facility .
A propane storage cavern and rail and truck loading and unloading facility located in Mentor, Minnesota. 49 Table of Contents Terminaling and Export Our terminaling and export segment includes Hess North Dakota Export Logistics Operations LP, or Logistics Opco, which owns each of the following assets: • Ramberg Terminal Facility .
We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our financial condition and results of operations. 67 Table of Contents Property, Plant and Equipment Property, plant and equipment are stated at the lower of historical cost less accumulated depreciation, subject to the results of impairment testing.
We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our financial condition and results of operations.
Operating and maintenance expenses increased $14.0 million, of which $7.5 million is attributable to higher maintenance activity, $3.6 million is attributable to higher third-party processing fees due to higher volumes processed at the LM4 plant, $2.1 million is attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements, and $0.8 million is attributable to higher pass-through costs.
Operating and maintenance expenses (exclusive of depreciation) increased $6.5 million, of which $7.0 million is attributable to higher third-party processing and offload fees, $3.3 million is attributable to pass-through costs, $0.8 million is attributable to higher employee costs charged to us under our omnibus and employee secondment agreements, partially offset by $4.6 million attributable to lower maintenance activity and other costs .
The change in net cash provided by operating activities resulted from an increase in revenues and other income of $73.4 million, partially offset by an increase in expenses, other than depreciation and other non-cash gains and losses of $66.5 million and a decrease in distributions received from equity investments of $1.6 million. Investing Activities.
The change in net cash provided by operating activities resulted from an increase in revenues and other income of $125.8 million and an increase in distributions received from equity investments of $4.2 million, partially offset by an increase in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $44.7 million and an increase in cash used by changes in working capital of $41.8 million.
These increases were partially offset by $1.9 million attributable to pass-through costs. Income from equity investments increased $6.3 million in 2024 compared to 2023, primarily due to higher volumes processed at the LM4 plant.
Income from equity investments increased $1.9 million in 2025 compared to 2024, primarily due to higher volumes processed at the LM4 plant.
Critical Accounting Estimates Accounting policies and estimates affect the recognition of assets and liabilities in our consolidated balance sheets and revenues and expenses in our consolidated statements of operations. The accounting methods used can affect net income, partners’ capital and various financial statement ratios. However, the accounting methods generally do not change cash flows or liquidity.
The accounting methods used can affect net income, partners’ capital and various financial statement ratios. However, the accounting methods generally do not change cash flows or liquidity.
See Organizational Structure. Business Strategies Our principal business objective is to grow our business and available cash supported by fee-based contracts and disciplined financial strategy. We expect to achieve this objective through the following business strategies: • Focus on Cash Flow Stability and Growth Supported by Long-Term, Fee-Based Contracts and a Disciplined Financial Strategy .
We expect to achieve this objective through the following business strategies: • Focus on Cash Flow Stability and Growth Supported by Long-Term, Fee-Based Contracts and a Disciplined Financial Strategy . We seek to grow our available cash to be able to fund our capital projects and provide consistent and ongoing return of capital to shareholders while maintaining balance sheet strength.
We believe that cash generated from these sources will be sufficient to meet our operating requirements, our planned capital expenditures, debt service requirements, our quarterly cash distribution requirements, future internal growth projects or potential acquisitions. See Item 1A. Risk Factors for a discussion of risks related to the Chevron Merger.
We believe that cash generated from these sources will be sufficient to meet our operating requirements, our planned capital expenditures, debt service requirements, our quarterly cash distribution requirements, future internal growth projects or potential acquisitions. Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders.
The following table sets forth a summary of capital expenditures and reconciles capital expenditures on an accrual basis to additions to property, plant and equipment on a cash basis: Year Ended December 31, 2024 2023 2022 (in millions) Total capital expenditures $ 288.5 $ 245.7 $ 231.8 (Increase) decrease in accrued capital expenditures 15.8 (18.8 ) 2.4 (Increase) decrease in capital expenditures included in accounts payable - affiliate 1.8 (3.4 ) 4.0 Additions to property, plant and equipment $ 306.1 $ 223.5 $ 238.2 Capital expenditures in 2024 are primarily attributable to continued expansion of our compression capacity and gas capture capabilities and related pipeline infrastructure to meet Hess’ and third parties’ current and future production growth and gas capture targets.
The following table sets forth a summary of capital expenditures and reconciles capital expenditures on an accrual basis to additions to property, plant and equipment on a cash basis: Year Ended December 31, 2025 2024 2023 (in millions) Total capital expenditures $ 247.5 $ 288.5 $ 245.7 (Increase) decrease in accrued capital expenditures 10.8 15.8 (18.8 ) (Increase) decrease in capital expenditures included in accounts payable - affiliate (2.7 ) 1.8 (3.4 ) Additions to property, plant and equipment $ 255.6 $ 306.1 $ 223.5 Capital expenditures in 2025 focused on construction of two new compressor stations and associated pipeline infrastructure.
Subsequently, Hess increased its rig count in the Bakken to three operated rigs in September 2021, and to four operated rigs in July 2022. To the extent our plans include revenues for volumes above currently established MVC levels, such revenues could decline to the MVC levels as a result of market volatility.
To the extent our plans include revenues for volumes above currently established MVC levels, such revenues could decline to the MVC levels as a result of market volatility.
Processing and Storage Revenues and other income increased $76.0 million in 2024 compared to 2023, of which $53.9 million is attributable to higher gas processing physical volumes that were above the 2024 and 2023 MVC levels, $13.1 million is attributable to higher tariff rates and $10.9 million is attributable to services provided directly to third parties.
Processing and Storage Revenues and other income increased $42.3 million in 2025 compared to 2024, of which $19.2 million is attributable to higher gas processing physical volumes, $12.1 million is attributable to higher tariff rates, $7.7 million is attributable to services provided directly to third parties and $3.3 million is attributable to higher pass-through revenues .
Generally, all of our volumes are expected to be above currently established MVC levels in 2025, 2026 and 2027. 63 Table of Contents Reconciliation of Non‑GAAP Financial Measure The following table presents a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.
For all of our systems, MVCs will continue to provide downside risk protection through 2033. 57 Table of Contents Reconciliation of Non‑GAAP Financial Measure The following table presents a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.
The repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand. See Item 8. Financial Statements and Supplementary Data. Note 3, Equity Transactions, Note 7, Debt and Interest Expense and Note 8, Partners’ Capital and Distributions.
See Item 8. Financial Statements and Supplementary Data. Note 3, Equity Transactions, Note 7, Debt and Interest Expense and Note 8, Partners’ Capital and Distributions.
On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares in an underwritten public offering at a public offering price of $39.45 per Class A Share.
Equity Transactions During 2025, the Company, the Partnership and the Sponsors completed the following equity transactions: • On February 12, 2025, GIP sold an aggregate of 11,000,000 of Class A shares representing limited partner interests in the Company (“Class A Shares”) in an underwritten public offering at a price of $39.45 per Class A Share, less underwriting discounts.
Cash Requirements Our cash requirements within the next twelve months include accounts payables, accrued liabilities, the current portion of long-term debt, interest, purchase obligations, which include a portion of our planned capital expenditure program in 2025, and other liabilities. Our long-term contractual obligations and commitments include: • Debt and interest: See Item 8. Financial Statements and Supplementary Data.
Capital expenditures in 2024 and 2023 were also attributable to multi-year expansion of our compression capacity and related pipeline infrastructure. Cash Requirements Our cash requirements within the next twelve months include accounts payables, accrued liabilities, the current portion of long-term debt, interest, purchase obligations, which include a portion of our planned capital expenditure program in 2026, and other liabilities.
Additionally, part of the increase was attributable to higher depreciation of $10.6 million. Interest expense, net of interest income, increased $23.2 million, primarily attributable to the new $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024.
Interest expense, net of interest income, in 2025 was $225.6 million, up from $202.2 million in 2024, primarily attributable to new fixed-rate senior unsecured notes issued in 2024 and 2025.
These increases were partially offset by lower general maintenance of $5.6 million. Depreciation expense increased $11.1 million, primarily due to new compressor stations and other new gathering assets placed in service.
Depreciation expense increased $7.9 million, primarily due to new compressor stations and other new gathering assets placed in service.
In addition, on January 15, 2025, the Partnership repurchased an aggregate 2,572,677 Class B Units from the Sponsors at a purchase price of $38.87 per Class B Unit, for total consideration of approximately $100.0 million.
The purchase price per Class B Unit was $38.87, the closing price of the Class A Shares on January 13, 2025. • 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 costs of repairs, minor replacements and other projects, which do not increase the original efficiency, productivity or capacity of property, plant and equipment, are expensed as incurred. The determination of cost componentization and related estimated useful lives is a significant element in arriving at the results of operations.
Costs, including complete asset replacements and enhancements or upgrades that increase the original efficiency, productivity or capacity of property, plant and equipment, are also capitalized. The costs of repairs, minor replacements and other projects, which do not increase the original efficiency, productivity or capacity of property, plant and equipment, are expensed as incurred.
We capitalize all construction-related direct labor and material costs, as well as indirect construction costs. Indirect construction costs include general engineering, taxes and the cost of funds used during construction of material projects. Costs, including complete asset replacements and enhancements or upgrades that increase the original efficiency, productivity or capacity of property, plant and equipment, are also capitalized.
Property, Plant and Equipment Property, plant and equipment are stated at the lower of historical cost less accumulated depreciation, subject to the results of impairment testing. We capitalize all construction-related direct labor and material costs, as well as indirect construction costs. Indirect construction costs include general engineering, taxes and the cost of funds used during construction of material projects.
The Company did not receive any proceeds in the offerings. • On March 14, 2024, the Partnership repurchased an aggregate 2,816,901 Class B Units representing limited partner interests in the Partnership (“Class B Units”) from the Sponsors at a purchase price of $35.50 per Class B Unit, for total consideration of approximately $100.0 million. • On June 26, 2024, the Partnership repurchased an aggregate 2,724,052 Class B Units from the Sponsors at a purchase price of $36.71 per Class B Unit, for total consideration of approximately $100.0 million. • On September 11, 2024, the Partnership repurchased an aggregate 2,823,262 Class B Units from the Sponsors at a purchase price of $35.42 per Class B Unit, for total consideration of approximately $100.0 million.
The Company did not receive any proceeds in the offerings. • On January 15, 2025, the Partnership purchased directly from the Sponsors 2,572,677 Class B units representing limited partner interests in the Partnership (“Class B Units”) for an aggregate purchase price of approximately $100.0 million.
Targa Resources Corp. is the operator of the plant. • Mentor Storage Terminal . A propane storage cavern and rail and truck loading and unloading facility located in Mentor, Minnesota.
Targa Resources Corp. is the operator of the plant. • Mentor Storage Terminal .
Interest and Other Interest expense, net of interest income, increased $23.2 million, of which $25.6 million is attributable to the $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024. This increase was partially offset by $1.4 million higher interest income and $1.0 million lower interest expense on lower borrowings under our revolving credit facility.
Interest and Other Interest expense, net of interest income, increased $23.4 million in 2025 compared to 2024, of which $41.5 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, $2.6 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.
We continue execution of our multi-year projects to build new compressor stations and associated pipeline infrastructure or expand existing compressor stations in support of Hess’ and third parties’ expected production growth. In 2024, we added approximately 50 MMcf/d of net compression capacity.
Operational Highlights We substantially completed our multi-year projects to expand our compression capacity to support Chevron’s and third parties’ production in the Bakken. In 2025, we added approximately 20 MMcf/d of net compression capacity.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

15 edited+197 added−197 removed3 unchanged
Biggest changeAdditionally, noncompliance with environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, injunctions limiting our operations, investigatory or remedial liabilities or bans or delays in the construction of additional facilities or equipment.
Biggest changeFailure to comply with these laws and regulations may result in joint and several or strict liability and the assessment by governmental authorities of administrative, civil and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions limiting or preventing some or all of our operations.
If it is subsequently determined that an individual facility is not exempt from FERC regulation under the NGA, NGPA, or ICA, or subject to additional regulation under those statutes with the elimination of the existing waivers, such a determination could decrease revenue, increase operating costs, and, depending upon the facility in question, adversely affect our results of operations and cash flows.
If it is subsequently determined that an individual facility is not exempt from FERC regulation under the NGA, NGPA, or ICA, or subject to additional regulation under those statutes with the elimination of the existing waivers, such determination could decrease revenue, increase operating costs, and depending upon the facility in question, adversely affect our results of operations and cash flows.
In October 2019, PHMSA started the rulemaking process for the three part Mega Rule, which focused on: the safety of gas transmission pipelines (the first part of the Mega Rule), the safety of hazardous liquid pipelines, and enhanced emergency order procedures.
For example, in October 2019, PHMSA started the rulemaking process for the first part of the three‑part Mega Rule, which focused on: the safety of gas transmission pipelines, the safety of hazardous liquid pipelines, and enhanced emergency order procedures.
However, if new or more stringent federal, state or local legal restrictions relating to the quality specification of crude oil or to crude oil transportation are adopted in areas where Hess and our other customers operate, Hess and our other customers could incur potentially significant added costs to comply with such requirements and experience delays or curtailment in the pursuit of production or development activities, which could reduce demand for our midstream services.
If new or more stringent federal, state or local legal restrictions relating to the quality specification of crude oil or to crude oil transportation are adopted in areas where Chevron and our other customers operate, Chevron and our other customers could incur potentially significant added costs to comply with such requirements and experience delays or curtailment in the pursuit of production or development activities, which could reduce demand for our midstream services.
Our natural gas facilities upstream of the Tioga Gas Plant (and upstream of the LM4 processing plant) meet the traditional tests FERC has used to establish whether a pipeline qualifies as “gathering” that is exempt from its jurisdiction under the NGA.
Most of our natural gas facilities – those upstream of the Tioga Gas Plant and the LM4 processing plant – meet the traditional tests FERC has used to establish whether a pipeline qualifies as “gathering” that is exempt from its jurisdiction under the NGA.
In addition, the classification and regulation of our facilities may be subject to change based on future determinations or policy changes by FERC, the courts, or Congress.
In addition, the classification and regulation of our facilities may be subject to change based on factual developments or future determinations or policy changes by FERC, the courts, or Congress.
The adoption of additional federal, state or local laws or regulations, including any voluntary measures by the rail industry regarding rail car design or crude oil and liquid hydrocarbon rail transport activities, or efforts by local communities to restrict or limit rail traffic involving crude oil, could affect our business by increasing compliance costs and decreasing demand for our services, which could adversely affect our financial position and cash flows.
In addition, the adoption of additional federal, state or local laws or regulations, including any new voluntary measures by the rail industry regarding rail car design or crude oil and liquid hydrocarbon rail transport activities, or efforts by local communities to restrict or limit rail traffic involving crude oil, could increase compliance costs and decrease demand for our services, which could adversely affect our financial position and cash flows.
The FERC waivers from more extensive jurisdiction over both the natural gas pipeline from the Tioga Gas Plant and the referenced North Dakota crude oil pipeline were based on current facts; potential future changes in those facts could subject the pipelines to additional FERC regulation.
The FERC waivers from more extensive regulation of both the natural gas pipeline from the Tioga Gas Plant and the referenced North Dakota crude oil pipeline were based on the facts and FERC policies at the time of the orders; potential future changes in those facts or policies could subject the pipelines to additional FERC regulation.
Accordingly, we believe that none of those facilities or related operations are subject to FERC regulation under the NGA or the Natural Gas Policy Act (“NGPA”).
Accordingly, we believe that none of those facilities or related operations are subject to FERC regulation under the NGA or the NGPA.
In October 2024, PHMSA issued a notice of proposed rulemaking recommending modernizing and simplifying the hazardous material regulations, enhancing safety standards across rail, highway, and vessel transportation while also providing $100 million in annual cost savings for businesses and consumers. The costs to comply with these rules are not expected to be material to our overall financial results.
In October 2024, PHMSA issued a notice of proposed rulemaking recommending modernizing and simplifying the hazardous material regulations, enhancing safety standards across rail, highway, and vessel transportation while also providing $100 million in annual cost savings for businesses and consumers.
In July 2024, FERC granted our request for temporary waiver of ICA filing and reporting requirements for the transportation in interstate commerce of crude oil produced by an affiliate from production wells in McKenzie County, North Dakota to the affiliate’s leased storage tank at a storage hub in Williams County, North Dakota.
We have obtained from FERC temporary waiver of ICA filing and 32 Table of Contents reporting requirements for the transportation in interstate commerce of crude oil produced by an affiliate from North Dakota production wells to the affiliate’s leased storage tank at a storage hub.
In addition to FERC-regulation of interstate transportation, state regulation of gathering facilities and intrastate transportation pipelines generally includes various safety, environmental and, in some circumstances, nondiscriminatory take and common purchaser requirements, as well as complaint‑based rate regulation.
In addition to the FERC-regulation of interstate transportation, state regulation of gathering facilities and intrastate transportation pipelines generally include various safety, environmental, and in some circumstances, nondiscriminatory take and common purchaser requirements, as well as complaint-based rate regulation. Further changes in such state regulation could also affect our costs, revenues, or operations.
In that same order, FERC also confirmed the non-jurisdictional status of the Tioga Gas Plant and our gathering system upstream of the plant. We believe that the crude oil and NGL pipelines in our gathering system similarly are not subject to FERC jurisdiction under the Interstate Commerce Act (“ICA”), because they do not provide transportation in interstate commerce.
Similarly, we believe that the crude oil and NGL pipelines in our gathering system are not subject to FERC jurisdiction under the ICA because they do not provide transportation in interstate commerce.
Pipeline Regulation The Federal Energy Regulatory Commission (“FERC”) has comprehensive regulatory authority over companies that transport natural gas in interstate commerce as well as jurisdiction over the interstate transportation of oil, NGLs and liquid hydrocarbons.
FERC has comprehensive regulatory authority over companies that transport natural gas in interstate commerce as well as jurisdiction over the interstate transportation of oil, NGLs and liquid hydrocarbons. While most of our facilities and operations are not subject to FERC jurisdiction, some of them are regulated by FERC, and FERC policies potentially could affect other assets as well.
In December 2024, FERC granted, subject to certain conditions, NGA certificates allowing us to transport natural gas in interstate commerce on the 60.5 mile North Dakota pipeline extending from the outlet of the Tioga Gas Plant to an interstate pipeline.
We have obtained from FERC NGA certificate authority allowing us to transport natural gas in interstate commerce on the 60.5 mile North Dakota pipeline extending from the outlet of the Tioga Gas Plant to an interstate pipeline (our sole facility providing such interstate transportation service), along with waivers from many of its regulatory requirements generally applicable to interstate pipelines.
Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for further details.
Added
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity ” for additional information about our credit facilities. 28 Table of Contents We have a significant amount of consolidated indebtedness that may adversely affect our business, results of operations and ability to make quarterly distributions. We have a significant amount of consolidated indebtedness.
Removed
Growth Drivers We intend to expand our business and have multiple potential alternatives to pursue, including capitalizing on organic growth from Hess and third parties in the Bakken and utilizing our existing capacity, as well as pursuing opportunities to add additional Hess and third‑party throughput volumes in the future. 7 Table of Contents Organizational Structure The following chart summarizes our corporate structure at December 31, 2024. 8 Table of Contents Our Business and Properties Gathering Our gathering business consists of the Partnership’s 100% interest in (i) Hess North Dakota Pipelines Operations LP (“Gathering Opco”), which owns our North Dakota natural gas, NGL and crude oil gathering systems, and (ii) Hess Water Services, which owns our produced water gathering and disposal facilities.
Added
As of December 31, 2025, we had $3,073.0 million carrying value of outstanding senior notes of the Partnership, $338.0 million carrying value of borrowings outstanding under the Partnership’s senior unsecured revolving credit facility and $361.0 million carrying value of borrowings outstanding under the Partnership’s senior unsecured Term Loan A facility.
Removed
The following sections describe in more detail these assets and the related services that we provide. Natural Gas Gathering and Compression A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting Hess and third‑party owned or operated wells to the Tioga Gas Plant, the LM4 plant, and third‑party pipeline facilities.
Added
The degree to which we are leveraged, combined with lease and other financial obligations and contractual commitments, could have important consequences to us, including the following: • our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms; • satisfying our obligations with respect to indebtedness may be more difficult and any failure to comply with the obligations of any debt instruments could result in an event of default under the agreements governing such indebtedness; • we will need a portion of cash flow to make interest payments on debt, reducing the funds that would otherwise be available for operations, future business opportunities or making cash distributions; • a downgrade of our debt to a level below investment grade could increase our borrowing costs and adversely impact our cash flows; • our debt level will make us more vulnerable to competitive pressures or a downturn in our business or the economy generally; and • our debt level may limit flexibility in planning for, or responding to, changing business and economic conditions.
Removed
This gathering system consists of approximately 1,415 miles of high and low pressure natural gas and NGL gathering pipelines with a current capacity of up to approximately 675 MMcf/d. The system has an aggregate compression capacity of approximately 530 MMcf/d, including approximately 50 MMcf/d of net compression capacity added in 2024.
Added
Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control.
Removed
The compressed gas and mixed NGLs are transported to the Tioga Gas Plant and the LM4 plant either as separate or combined streams for processing. Our gathering system capacity can be increased via installation of additional compression equipment.
Added
If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or delaying business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing debt, or seeking additional equity capital, and such results may adversely affect our ability to make cash distributions.
Removed
Crude Oil Gathering A crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting Hess and third‑party owned or operated wells to the Ramberg Terminal Facility, the Tioga Rail Terminal and the Johnson’s Corner Header System.
Added
Restrictions in the terms of our consolidated indebtedness could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions.
Removed
The crude oil gathering system consists of approximately 590 miles of crude oil gathering pipelines with a current capacity of up to approximately 290 MBbl/d. Included within our crude oil gathering system is our Hawkeye Oil Facility, which is a crude oil pumping and truck unloading facility located in McKenzie County, North Dakota.
Added
The terms of certain of our consolidated indebtedness limit our ability to conduct our business, including our ability to: • incur certain liens or permit them to exist; • merge or consolidate with another company; • incur or guarantee additional debt; • enter into certain types of transactions with affiliates; and • enter into certain restrictive agreements and certain derivative contracts.
Removed
The Hawkeye Oil Facility entered into service in 2017. The facility receives crude oil through pipeline and truck deliveries from Hess and third parties and transports it by pipeline to the Johnson’s Corner Header System.
Added
Our consolidated indebtedness also contains covenants requiring us to maintain certain financial ratios. Our ability to meet those financial ratios and other covenants can be affected by events beyond our control, and there can be no assurance that we will meet any such ratios or tests.
Removed
Total receipt capacity of the facility is approximately 75 MBbl/d, which can be filled solely through our crude oil gathering system or through a combination of our crude oil gathering system and truck unloading bays. The facility has six truck unloading bays with an aggregate capacity of approximately 30 MBbl/d.
Added
If we are unable to make acquisitions on economically acceptable terms from third parties, our future growth could be limited, and any acquisitions we may make may reduce, rather than increase, our cash flows and ability to make distributions to shareholders. Part of our long-term strategy to grow our business is dependent on our ability to make acquisitions.
Removed
The facility has a redelivery capability of approximately 75 MBbl/d through a pipeline system connected to Hess Midstream’s crude oil export terminals. The facility also has two crude oil storage tanks with a combined working storage capacity of approximately 10 MBbls. Our gathering system capacity can be increased through the installation of additional pumping equipment.
Added
The acquisition component of our growth strategy is based, in large part, on our expectation of ongoing divestitures of midstream assets by industry participants. 29 Table of Contents If we are unable to make acquisitions from third parties, because (i) there is a material decrease in divestitures of midstream assets, (ii) we are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts, (iii) we are unable to obtain financing or to access the capital markets for future debt or equity offerings on economically acceptable terms, (iv) we are outbid by competitors or (v) for any other reason, our future growth and ability to increase our distributions will be limited.
Removed
Produced Water Gathering and Disposal A produced water gathering system located primarily in Williams and Mountrail counties, North Dakota that transports produced water from well sites by approximately 330 miles of pipelines in gathering systems or by third-party trucking to water handling facilities for disposal.
Added
Our partnership agreement requires that we distribute all of our available cash to our shareholders. As a result, we expect to rely primarily upon external financing sources, including borrowings under our revolving credit facility and the issuance of debt and equity securities, to fund future acquisitions.
Removed
As of December 31, 2024, we had 12 water handling and disposal facilities in service, with a combined permitted disposal capacity of 180 MBbl/d. These water handling and disposal facilities are owned and operated by Hess Water Services and primarily service the water pipeline gathering systems.
Added
Even if we are successful in obtaining funds for acquisitions through equity or debt financings, the terms thereof could limit our ability to pay distributions to our shareholders.
Removed
We also transport produced water to 13 water handling and disposal facilities operated by third parties that have a combined permitted disposal capacity of approximately 180 MBbl/d. 9 Table of Contents The following table sets forth certain information regarding our gathering assets, which operate under long‑term, fee‑based commercial agreements with Hess: Gathering Assets Asset Commodity Description Approximate Miles of Pipelines Approximate Throughput Capacity Third-Party and Affiliate Connections Natural gas gathering pipelines Natural gas NGLs Natural gas and NGL gathering 1,415 miles 675 MMcf/d Upstream : Hess and third-party wells Downstream : Tioga Gas Plant; LM4 plant; third-party facilities Natural gas compression Natural gas NGLs Gas compression; NGL extraction - 530 MMcf/d Crude oil gathering pipelines Crude oil Crude oil gathering 590 miles 290 MBbl/d (1) Upstream : Hess and third-party wells Downstream : Ramberg Terminal Facility; Tioga Rail Terminal; Johnson’s Corner Header System Hawkeye Oil Facility Crude oil Pump station; truck unloading - 75 MBbl/d Water gathering pipelines Water Produced water gathering 330 miles 265 MBbl/d Upstream : Hess and third-party wells Downstream : Hess and third-party water disposal facilities Water disposal facilities Water Produced water disposal - 180 MBbl/d (1) Includes 75 MBbl/d of capacity at the Hawkeye Oil Facility.
Added
In addition, issuing additional partner interests may result in significant shareholder dilution and increase the aggregate amount of cash required to maintain the then-current distribution rates, which could materially decrease our ability to pay distributions at the then-current distribution rates.
Removed
Processing and Storage Our processing and storage business consists of (i) the Partnership’s 100% interest in Hess TGP Operations LP (“HTGP Opco”), which owns the Tioga Gas Plant, (ii) the Partnership’s 50% interest in the LM4 gas processing plant operated by Targa, and (iii) the Partnership’s 100% interest in Hess Mentor Storage Holdings LLC (“Mentor Holdings”), which owns the Mentor Storage Terminal.
Added
If funding is not available to us when needed, or is available only on unfavorable terms, we may be unable to execute our business strategy, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, results of operations, liquidity and ability to make quarterly cash distributions to our shareholders.
Removed
The following sections describe in more detail these assets and the related services that we provide. Tioga Gas Plant The Tioga Gas Plant (“TGP”), which is located in Tioga, North Dakota, has a total processing capacity of 400 MMcf/d making it one of the largest natural gas processing and fractionation plants in North Dakota.
Added
Furthermore, even if we do consummate acquisitions that we believe will be accretive, they may in fact result in a decrease in distributions as a result of incorrect assumptions in our evaluation of such acquisitions or unforeseen consequences or other external events beyond our control.
Removed
The plant consists of (i) a state-of-the-art cryogenic processing facility with ethane extraction capabilities that produces low Btu, pipeline‑quality natural gas, (ii) a 60 MBbl/d fractionation facility with NGL fractionation capabilities for ethane, propane, butane and natural gasoline and (iii) 25 MBbl/d of stabilized y-grade liquid recovery capabilities.
Added
If we consummate any future acquisitions, shareholders will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in evaluating any such acquisitions.
Removed
The plant receives natural gas produced from Hess‑operated and third‑party operated wells in the Bakken through our North Dakota gathering systems as well as third‑party gathering systems. TGP was initially constructed in 1954.
Added
The completion of capital projects by us may not result in revenue increases and will be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our operations and financial condition.
Removed
It subsequently underwent a large‑scale expansion, refurbishment and optimization project that was completed in 2014, during which a new cryogenic processing train with a nameplate processing capacity of 250 MMcf/d was installed. In 2021, the TGP de-bottlenecking project was completed and commissioned, increasing total plant processing to 400 MMcf/d and adding y-grade liquids recovery of up to approximately 25 MBbl/d.
Added
As part of our long-term growth strategy, we intend to increase utilization of our existing asset base and increase revenue at our facilities by handling additional volumes of natural gas and crude oil resulting from the completion of various capital projects by us.
Removed
TGP has a multitude of residue gas and NGL export options.
Added
For example, we completed a construction and reconfiguration of facilities and pipelines in McKenzie and Williams Counties that increased our throughput capacity for crude oil and natural gas originating from south of the Missouri River and moving northward to our natural gas processing and crude oil and NGL terminaling assets in Tioga and Ramberg.
Removed
For residue gas, the plant has total export capacity of more than 250 MMcf/d with access to the Chicago, IL market through the Alliance Pipeline from the Tioga lateral; it also has access to the Ventura, IA market through the Northern Border Pipeline from the WBI North Bakken Expansion Pipeline.
Added
We also invested in construction of the LM4 gas processing plant south of the Missouri River as part of our joint venture with Targa and we expanded natural gas processing capacity at TGP by 150 MMcf/d for total processing capacity of 400 MMcf/d.
Removed
TGP also provides residue gas for local and regional uses through the WBI system and for gas lift and fuel through the North Dakota Natural Gas Pipeline, which also interconnects with the Northern Border pipeline. For ethane, TGP can recover and ship up to 30 MBbl/d of ethane to Canada on the Vantage Pipeline.
Added
There are inherent risks associated with undertaking these and other capital projects, including numerous regulatory, environmental, political and legal uncertainties, most of which are beyond our control.
Removed
Other fractionated products such as propane, butane and natural gasoline can be shipped via truck or rail to local and regional markets.
Added
If we undertake these projects, they may not be completed on schedule or at all or at the budgeted cost, limiting our capacity until completion, or their completion may not result in the anticipated increase in volumes at our facilities, which could materially and adversely affect our results of operations and financial condition and our ability in the future to make distributions to our shareholders.
Removed
Y-grade liquids are shipped on the Elk Creek Pipeline from the ONEOK NGL lateral to Bushton, KS with access to Mont Belvieu, TX. 10 Table of Contents The plant also includes four NGL truck loading racks with an aggregate loading capacity of approximately 10 MBbl/d of propane to serve the local propane market, as well as 14 NGL bullet storage tanks and 5 NGL storage tanks with a combined shell capacity of approximately 35 MBbls of propane, 10 MBbls of butane and 35 MBbls of natural gasoline.
Added
Cyberattacks and events affecting our operational technology networks or other digital infrastructure used by us, Chevron or our other business partners could have a material adverse impact on the Company’s business and results of operations.
Removed
The total NGL production capability of the plant is approximately 80 MBbl/d, with interconnections into the Vantage Pipeline, the Alliance Pipeline and interconnecting pipelines with our Tioga Rail Terminal.
Added
There are numerous and evolving risks to the Company’s cybersecurity and privacy from cyber threat actors, including criminal hackers, state-sponsored intrusions, industrial espionage and employee malfeasance.
Removed
Additionally, the plant includes a CNG terminal that is capable of compressing approximately 5.6 MMcf/d of natural gas to 3,600 psig and loading in excess of 100 light duty CNG‑fueled vehicles and up to 32 CNG cylinder trailers per day for drilling and hydraulic fracturing operations, for a combined capacity of approximately 40 Mdge/d.
Added
These cyber threat actors, whether internal or external to the Company, are becoming more sophisticated and coordinated in their attempts to access the Company’s information technology (“IT”) systems and data, including the IT systems of cloud providers and other third parties with whom the Company conducts business through, without limitation, malicious software; data breaches by employees, insiders or others with authorized access; cyber or phishing-attacks; ransomware; attempts to gain unauthorized access to our data and systems; and other electronic security breaches.
Removed
LM4 The Partnership owns a 50% interest in a joint venture with Targa, which constructed and placed in service in the third quarter of 2019, a new 200 MMcf/d gas processing plant called Little Missouri 4, or LM4, located at Targa’s existing Little Missouri facility, south of the Missouri River in McKenzie County, North Dakota.
Added
The cyber risk landscape changes over time due to a variety of internal and external factors, including during organizational changes, relocating work to international geographies, or other corporate transactions; political tensions; war or other military conflicts; or civil unrest.
Removed
We are entitled to 100 MMcf/d of the plant’s processing capacity. The plant receives natural gas produced from Hess-operated and third-party operated wells in the Bakken through our gathering systems as well as third-party gathering systems.
Added
Chevron provides substantial operational and administrative services to us in support of our assets and operations, including processes for the assessment, identification and management of material risks from cybersecurity threats.
Removed
The plant also has direct residue gas and NGL pipeline connections at the tailgate of the plant, with export capacity of approximately 135 MMcf/d of natural gas to the Northern Border Interstate Pipeline and 40 MBbl/d of NGLs to ONEOK Elk Creek Pipeline.
Added
Although Chevron and the Company devote significant resources to prevent unwanted intrusions and to protect our systems and data, whether such data is housed internally or by external third parties, the Company has experienced and will continue to experience cyber incidents of varying degrees in the conduct of its business.
Removed
Mentor Storage Terminal Our Mentor Storage Terminal consists of a propane storage cavern and a rail and truck loading and unloading facility located on approximately 40 acres in Mentor, Minnesota.
Added
Cyber threat actors could compromise the Company’s operational technology networks or other critical systems and infrastructure, resulting in disruptions to our business operations, injury to people, harm to the environment or our assets, disruptions in access to its financial reporting systems, or loss, misuse or corruption of its critical data and proprietary information, including without limitation its intellectual property and business information and that of our personnel, customers (including Chevron), partners and other third parties.
Removed
The Mentor Storage Terminal has an aggregate working storage capacity of approximately 330 MBbls, consisting of an underground cavern with a working storage capacity of approximately 325 MBbls and three above‑ground bullet storage tanks with an aggregate working storage capacity of approximately 5 MBbls. The terminal also has a dehydration facility, 11 rail unloading racks and two truck loading racks.
Added
Any of the foregoing can be exacerbated by a delay or failure to detect a cyber incident or the full extent of such incident. Further, the Company is increasingly experiencing cyber incidents related to its third-party vendors.
Removed
The cavern and truck loading racks each have a propane injection and withdrawal capacity of approximately 6 MBbl/d. The Mentor Storage Terminal, a mined cavern for liquefied petroleum gas, was constructed in 1962.
Added
Some third-party vendors house the Company’s critical data and proprietary information on their IT systems, including the cloud; others have access to the Company’s IT systems or provide software through which threat actors could gain access or introduce malware to the Company’s IT systems.
Removed
The rock from which the cavern was constructed is classified as zoisite, a rare, marble‑like rock that has essentially no porosity or permeability, which makes it excellent for the purpose of liquid hydrocarbon storage. Constant underground temperature provides uniform operating conditions in the cavern.
Added
Our use of third-party software, services and support may also result in unintentional, non-malicious events or outages that affect our ability to operate critical business systems. 30 Table of Contents Regardless of the precise method or form, events affecting our networks or digital infrastructure could result in significant financial losses, legal or regulatory violations, reputational harm, and legal liability and could ultimately have a material adverse effect on the Company’s business and results of operations.
Removed
Propane is received at the Mentor Storage Terminal by rail, and shipments and deliveries vary by season. Hess utilizes our propane storage services to mitigate the impact on its operations from seasonal variations in the demand for propane.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed2 unchanged
Biggest changeA hypothetical change of 100 basis points in the rate of our variable interest rate debt would impact annual interest expense by $4.0 million based on our December 31, 2024, debt balances. 69 Table of Contents
Biggest changeA hypothetical change of 100 basis points in the rate of our variable interest rate debt would impact annual interest expense by $7.0 million based on our December 31, 2025, debt balances. 62 Table of Contents
Because we generate substantially all of our revenues by charging fees under long-term commercial agreements with Hess with minimum volume commitments, Hess bears the risks associated with fluctuating commodity prices and we have minimal direct exposure to commodity prices. In the normal course of our business, we are exposed to market risks related to changes in interest rates.
Because we generate substantially all of our revenues by charging fees under long-term commercial agreements with Chevron with minimum volume commitments, Chevron bears the risks associated with fluctuating commodity prices and we have minimal direct exposure to commodity prices. In the normal course of our business, we are exposed to market risks related to changes in interest rates.
Our financial risk management activities may include transactions designed to reduce risk by reducing our exposure to interest rate movements. Interest rate swaps may be used to convert interest payments on certain long‑term debt. At December 31, 2024, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.
Our financial risk management activities may include transactions designed to reduce risk by reducing our exposure to interest rate movements. Interest rate swaps may be used to convert interest payments on certain long‑term debt. At December 31, 2025, we did not have in place any derivative instruments to hedge any exposure to changes in interest rates.
A 15% increase or decrease in interest rates would decrease or increase the fair value of our fixed rate debt by approximately $87.3 million or $85.1 million, respectively. The carrying value of the amounts under our Term Loan A facility and revolving credit facility at the year-end approximated their fair value.
A 15% increase or decrease in interest rates would decrease or increase the fair value of our fixed rate debt by approximately $68.2 million or $55.2 million, respectively. The carrying value of the amounts under our Term Loan A facility and revolving credit facility at the year-end approximated their fair value.
At December 31, 2024, our total debt had a carrying value of $3,471.9 million and a fair value of approximately $3,421.2 million, based on Level 2 inputs in the fair value measurement hierarchy.
At December 31, 2025, our total debt had a carrying value of $3,772.0 million and a fair value of approximately $3,832.6 million, based on Level 2 inputs in the fair value measurement hierarchy.

Other HESM 10-K year-over-year comparisons