Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001702361 XXXXXXXX LIVE 24 Class A Shares 08/04/2025 false 0001789832 428103105 Hess Midstream LP 1501 MCKINNEY STREET HOUSTON TX 77010 Mary A. Francis (925) 842-1000 c/o Chevron Corporation 5001 Executive Parkway, Suite 200 San Ramon CA 94583 0001702361 N Hess Investments North Dakota LLC OO N DE 0 79428190 0 79428190 79428190 N 37.8 OO Delaware Limited Liability Company Y Hess Corporation OO N DE 0 79428190 0 79428190 79428190 N 37.8 CO Y Chevron Corporation OO N DE 0 79428190 0 79428190 79428190 N 37.8 CO Class A Shares Hess Midstream LP 1501 MCKINNEY STREET HOUSTON TX 77010 This Amendment No. 24 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on December 17, 2019 (as amended, the "Statement"), relating to the Class A Shares representing limited partner interests (the "Class A Shares") of Hess Midstream LP, a Delaware limited partnership (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Statement. Item 4 of the Statement is hereby amended and supplemented as follows: August 2025 Repurchase Agreement On August 4, 2025, the Issuer, HESM Opco and Hess Investments entered into a Unit Repurchase Agreement (the "August 2025 Repurchase Agreement"), pursuant to which HESM Opco agreed to purchase from Hess Investments 695,894 Opco Class B Units (the "Repurchased Units"), for an aggregate purchase price of approximately $30 million, or $43.11 per unit (the "August 2025 Repurchase Transaction"). Pursuant to the terms of the August 2025 Repurchase Agreement, immediately following the closing of the August 2025 Repurchase Transaction, HESM Opco will cancel the Repurchased Units, and the Issuer will cancel, for no consideration, an equal number of Class B Shares held by Hess Investments in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement. The above description of the August 2025 Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. Item 6 of the Statement is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the August 2025 Repurchase Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7 of the Statement is hereby amended and supplemented as follows: Exhibit 25: Unit Repurchase Agreement, dated as of August 4, 2025, by and among Hess Midstream Operations LP, Hess Midstream LP and Hess Investments North Dakota LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on August 6, 2025) Hess Investments North Dakota LLC /s/ Kari H. Endries Kari H. Endries, Assistant Secretary 08/06/2025 Hess Corporation /s/ Kari H. Endries Kari H. Endries, Assistant Secretary 08/06/2025 Chevron Corporation /s/ Christine L. Cavallo Christine L. Cavallo, Assistant Secretary 08/06/2025