HESM 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Relationship with HessChevron

We are substantially dependent on HessChevron and subject to many of the same risks facing Hess.Chevron.

HessChevron 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 HessChevron replacing declining production, and if HessChevron 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.Chevron.

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 areasarea as well as natural disasters, local and global public health emergencies, political crises, andany other catastrophic eventsnatural or otherhuman eventscauses outside ofbeyond our control,control could adversely affect our business.

Our operations and Hess’Chevron’s 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.

Disruption,Cyberattacks failureand events affecting our operational technology networks or cybersecurityother attacksdigital affecting or targeting information technology systemsinfrastructure and infrastructureartificial usedintelligence technologies by us, HessChevron or our business partners may materially impact our business and operations.

Evolving environmental laws and regulations, including on crude oil stabilization, transportation, hydraulic fracturing and emissions and climate change, could have an adverse effect on our business.

ClimateConsumer changepreferences, attention to environmental, social and sustainabilitygovernance initiatives(“ESG”) matters and our ESG disclosures may adversely affect our business, including significant operational changes and expenditures, reducereducing demand for our services and an increase inincreasing our cost of capital.

We or HessChevron may be unable to obtain or renew permits or approvals necessary for our respective operations, including our produced water facilities.

Our general partner and its affiliates, including our Sponsors,Sponsor, have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to our detriment.

Our general partner and its affiliates, including our Sponsors,Sponsor, may compete with us and have no obligation to present business opportunities to us.

Holders of our Class A Shares have very limited voting rights.

Our SponsorsSponsor 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.

Risks Related to Our Relationship with HessChevron

HessChevron currently accounts for substantially all of our revenues. If HessChevron changes its businessstrategy 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.

ForOn July 18, 2025, Hess and Chevron completed the yearpreviously endedannounced merger contemplated by the Agreement and Plan of Merger, dated as of October 22, 2023 (the “Merger”). Following the closing of the Merger through December 31, 2024,2025, substantially all of our revenues were attributable to our fee‑based commercial agreements with Hess,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 Hess.Chevron. AnyIf event,Chevron whetherchanges its strategy or portfolio, or if business and operational risks or other factors result in ourchanges areasto of operation or elsewhere, that materially and adversely affects Hess’Chevron’s financial condition, results of operations or cash flowsflows, the trading price of our Class A Shares may be adversely affect its ability to deliver its nominated volumes to usaffected and ourwe abilitymay not be able to sustain or increase cash distributions to our shareholders.shareholders over the longer term. Accordingly, we are indirectly subject to the operational and business risks of Hess,Chevron’s business and operations in the Bakken, the most significant of which includeinclude, 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 inwith estimatingrespect to estimated quantities of proved reserves such that changes in estimates and theassumptions possibilitywould thatresult in actual Bakken production may bebeing lower than estimated;

Hess’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 sixcertain 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.expenses.

HessChevron 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.

Our commercial agreements with HessChevron include provisions that permit HessChevron 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 addition,particular, HessChevron 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. Any such reduction or suspension or termination of Hess’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.

Because of the natural decline in production from existing wells in our areas of operation, our success depends, in part, on HessChevron and other producers replacing declining production and also on our ability to secure new sources of natural gas and crude oil. Any decrease in the volumes of natural gas or crude oil that we handle could adversely affect our business and operating results.

The natural gas and crude oil volumes that support our business depend on the level of production from natural gas and crude oil wells connected to our facilities, which may be less than expected and will naturally decline over time. As a result, our cash flows associated with these wells will also decline over time. In order to maintain or increase throughput levels at our facilities, HessChevron 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. The primary factors affecting our ability to obtain non‑dedicated sources of natural gas and crude oil include (i) the level of successful drilling activity in our areas of operation, (ii) our ability to compete for volumes from successful new wells and (iii) our ability to compete successfully for volumes from sources connected to other pipelines.

We have no control over the level of drilling activity in our areas of operation, the amount of reserves associated with wells connected to our systems or the rate at which production from a well declines. In addition, we have no control over HessChevron or other producers or their drilling or production decisions, which are affected by, among other things:

the availability and cost of capital;

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 otherthe costs of production and equipment.

Furthermore, produced water disposal services that we provide to HessChevron and any other customers assist in their drilling activities. If HessChevron 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.

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.Chevron.

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.Chevron. Our ability to increase our third‑party revenues is subject to numerous factors beyond our control, including prevailing commodity prices, competition from third parties and the extent to which we lack available capacity when third‑party customers require it. In addition, our natural gas and crude oil gathering systems and processing plants are subject to competition from existing and future third‑party natural gas and crude oil gathering systems and natural gas processing and fractionation plants in the Bakken, while our terminals and crude oil rail cars compete with third‑party terminals, pipelines and crude oil rail cars for available third‑party volumes. To the extent that we have available capacity on our gathering systems, at TGP or LM4 for third-party volumes, we may not be able to compete effectively with third‑party gathering systems or processing plants for additional natural gas production in the area. To the extent that we have available capacity at our terminals or crude oil rail cars for third‑party volumes, competition from other existing or future terminals or crude oil rail cars owned by third parties may limit our ability to utilize this available capacity.

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 HessChevron and our desire to provide services pursuant to fee‑based contracts. 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.

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

We are a fee-based, growth-oriented, limited partnership formedthat byowns, Hessoperates, Infrastructure Partners GP LLC (“HIP GP LLC”)develops and our general partner to own, operate, develop and acquireacquires a diverse set of midstream assets and provideprovides fee-based services to Hessour Sponsor, its subsidiaries, and third-party customers. We are managed and controlled by Hess Midstream GP LLC, the general partner of our general partner. 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 continuesubstantially execution ofcompleted our multi-year projects to build new compressor stations and associated pipeline infrastructure or expand existingour compressorcompression stationscapacity into support of Hess’Chevron’s and third parties’ expected production growth.in the Bakken. In 2024,2025, we added approximately 5020 MMcf/d of net compression capacity. Construction activitieswas continuedalso completed on twoan moreadditional greenfield compressor stations,station, which arewas expected to initially provide,placed in aggregate,service anin additionalearly 852026 and which further increased compression capacity by approximately 50 MMcf/d of gas compression capacity when brought online in 2025, and are expandable to 140 MMcf/d, further enhancing gas capture capability and supporting increasing gas volumes.2026.

On MayFebruary 31,12, 2024,2025, GIP sold an aggregate of 10,000,00011,000,000 of our Class A shares representing limited partner interests in the Company (“Class A Shares”) in an underwritten public offering at a price to the underwriter of $34.025$39.45 per Class A Share.Share, less underwriting discounts. GIP also granted the underwriter an option to purchase up to an additional 1,500,0001,650,000 Class A sharesShares at the same price per Class A share,Share, which was exercised in full on JuneFebruary 3,19, 2024.2025.

On SeptemberMay 20,30, 2024,2025, GIP sold an aggregate of 12,650,00015,022,517 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,Shares in an underwritten public offering at a price to the underwriter of $35.12$37.25 per Class A Share.Share, less underwriting discounts.

On MarchJanuary 14,15, 2024,2025, the Partnership repurchasedpurchased andirectly aggregatefrom 2,816,901the Sponsors 2,572,677 Class B Unitsunits representing limited partner interests in the Partnership (“Class B Units”) fromfor thean Sponsors at aaggregate purchase price of $35.50 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 JuneAugust 26,8, 2024,2025, the Partnership repurchasedpurchased andirectly aggregatefrom 2,724,052the Sponsor 695,894 Class B Units fromfor thean Sponsors at aaggregate purchase price of $36.71approximately $30.0 million. The purchase price per Class B Unit,Unit forwas total$43.11, considerationthe closing price of approximatelythe $100.0Class million.A Shares on August 4, 2025.

The repurchase transactions described above 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.facility.

the Company held a 47.7%62.3% controlling interest in the Partnership and the SponsorsChevron held a 52.3%37.7% noncontrolling economic interest in the Partnership;

the SponsorsChevron and their respectiveits affiliates held a 52.7%37.9% voting interest and a 0.9%0.3% economic interest in the Company, which, taken with their direct limited partnership interest in the Partnership, represents an indirect 52.7%37.9% economic interest in the Partnership. See Organizational Structure.

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. Our commercial agreements include dedications covering substantially all of Hess’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.

Leverage Core Asset Base to Attract Additional Third‑Party Business. We currently handle volumes from third‑party producers and midstream companies contracted directly with us and contracted with HessChevron and delivered to us under our commercial agreements with Hess.Chevron. Together with Hess,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 SponsorsSponsor and Third Parties. We evaluate potential acquisitions of complementary midstream assets from our SponsorsSponsor as well as from third parties.

Our gathering segment includes Hess North Dakota PipelinePipelines Operations LP, or Gathering Opco, and Hess Water Services Holdings LLC, which own the following assets:

Natural Gas Gathering and Compression. A natural gas gathering and compression system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota connecting HessChevron 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 crude oil gathering system located primarily in McKenzie, Williams and Mountrail Counties, North Dakota, connecting HessChevron 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.

Johnson’s Corner Header System. An approximately six‑mile crude oil pipeline header system located in McKenzie County, North Dakota that receives crude oil by pipeline from HessChevron and third parties and delivers crude oil to DAPL and other third‑party interstate pipeline systems.

Throughput volumes increased 14%6% for gas processing, 7%5% for terminaling and 32%5% for water gathering in 20242025 compared with 2023,2024, primarily due to increasedhigher Hess drilling activityChevron and higherthird-party gas capture.production.

Completed theaccretive $80.0 million repurchase of anClass aggregateA shares of 8,364,215the Company and $320.0 million repurchase of Class B Units of the Partnership from the Sponsors for approximately $300 million.Partnership.

Revenues and other income in 20242025 were $1,621.3 million, up from $1,495.5 million compared with $1,348.6 million in 2023.2024. CurrentThe year revenues and other income were up $146.9 million compared with the prior year, of which $143.3 millionincrease was attributable to $54.5 million higher physical volumesvolumes, that were above prior-year MVC levels, $17.2$40.1 million washigher attributabletariff rates, $15.4 million higher revenues from services provided directly to third parties, $13.3 million higher third-partypass-through revenues and other income and $14.9 million was attributable to higher affiliate pass-through revenues, partially offset by $28.5$2.5 million attributable to lowerminimum tariffvolume rates.commitment (“MVC”) revenues that were previously deferred. Total operating costs and expenses in 20242025 were $576.5$613.2 million, up from $531.7$576.5 million in the prior year. The increase was attributable to higher operating and maintenance expenses of $34.3$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. Additionally, part of the increase was attributable to higher depreciation of $10.6$11.0 million and higher general and administrative expenses of $2.4 million. Income from equity investments in 2025 was $15.9 million, up from $14.0 million in 2024 primarily due to higher volumes processed at the LM4 plant. Interest expense, net of interest income, increasedin $23.22025 was $225.6 million, up from $202.2 million in 2024, primarily attributable to the new $600.0 million 6.500% fixed-rate senior unsecured notes issued in May2024 2024.and 2025. Income tax expense in 20242025 was $71.8$113.8 million, up from $37.9$71.8 million in 2023,2024, which was primarily driven by increased ownership of the Partnership by Hess Midstream LP following the equity offering and unit repurchase transactions in 20232024 and 2024.2025. As a result, consolidated net income increased $51.3$25.6 million and Adjusted EBITDA increased $119.0$102.0 million during the year ended December 31, 2024, compared with the year ended December 31, 2023.million.

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

These agreements include dedications covering substantially all of Hess’Chevron’s existing and future owned or controlled production in the Bakken, minimum volume commitments, inflation escalators and fee recalculation mechanisms, all of which are intended to provide us with cash flow stability and growth, as well as downside risk protection. In particular, Hess’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. Year 2023 was the final year of the annual rate redetermination process for the majority of our systems. During the Secondary Term of the agreements, the fee recalculation model is replaced by an inflation-based fee structure. See Item 8. Financial Statements and Supplementary Data. Note 4, Related Party Transactions for additional description of our commercial agreements.

Our revenues also include revenues from (i) third-party volumes contracted directly with us, (ii) third-party volumes contracted with HessChevron and delivered to us under the commercial agreements with HessChevron 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. For the year ended December 31, 2024,2025, our gas gathering and gas processing revenues comprised 77% of total affiliate revenues, excluding affiliate pass-through revenues. Together with Hess,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.

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

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

Adjusted EBITDA. We previously reported the non-GAAP measure of “Adjusted EBITDA,” which we defined as reported net income (loss) before net interest expense, income tax expense (benefit), depreciation and amortization and our proportional share of depreciation of our equity affiliates, 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. As this definition varied from other definitions of Adjusted EBITDA, we determined it was appropriate to discontinue reporting Adjusted EBITDA as previously defined. Beginning with the second quarter of 2024, and as presented in this report,define “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. Prior period calculations of Adjusted EBITDA have been recast to conform to the new presentation, as applicable. We use Adjusted EBITDA to analyze our performance and liquidity.

The following tables summarize our consolidated results of operations for the years ended December 31, 2024,2025, 20232024 and 2022.2023. The resultsvariances ofbetween operations2025 and 2024 are discussed in further detail following this overview (in millions, unless otherwise noted). A discussion of variances between 2024 and 2023 can be found in the “Results of Operations” section on page 61 of the Company’s 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Revenues and other income increased $69.1$71.5 million in 20242025 compared to 2023,2024, of which $56.5$23.7 million is attributable to higher tariff rates, $12.2 million is attributable to higher gas gathering volumesphysical thatvolumes, were$10.0 abovemillion MVCsis inattributable 2024to andhigher 2023,pass-through $20.1revenues, $8.4 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$7.9 million is attributable to higher crude oil gathering volumesphysical thatvolumes, were above MVCs in 2024 and above the 2023 MVC levels, and $4.9$7.2 million is attributable to services provided directly to third parties.parties, Theseand revenue increases were partially offset by $34.6$2.1 million primarilyis attributable to lowerMVC cruderevenues oilthat tariffwere ratespreviously due to setting the initial rate for the first year of the Secondary Term for certain subsystems.deferred.

Operating and maintenance expenses (exclusive of depreciation) increased $18.2$12.5 million, of which $13.4$10.0 million is attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees, $7.4$5.7 million is attributable to higher employee costs allocatedcharged to us under our omnibus and employee secondment agreements and $3.0 million is attributable to other costs. These increases wereagreements, partially offset by $3.2 million attributable to lower general maintenance ofactivity $5.6and million.other costs. Depreciation expense increased $11.1$7.9 million, primarily due to new compressor stations and other new gathering assets placed in service.

Revenues and other income increased $76.0$42.3 million in 20242025 compared to 2023,2024, of which $53.9$19.2 million is attributable to higher gas processing physical volumesvolumes, that were above the 2024 and 2023 MVC levels, $13.1$12.1 million is attributable to higher tariff ratesrates, and $10.9$7.7 million is attributable to services provided directly to third parties.parties Theseand revenue increases were partially offset by $1.9$3.3 million is attributable to lowerhigher pass-through revenues included in affiliate services.revenues.

Credit Ratings. At MarchJune 31,30, 2026, the Partnership’s senior unsecured debt is rated ‘BBB-’ by S&P Global Ratings and ‘Ba1’ by Moody’s Investors Service.

FirstSecond Quarter Results

Significant financial and operating highlights for the firstsecond quarter of 2026 included:

Cash distribution of $0.7792$0.7888 per Class A Share declared on AprilJuly 27, 2026, an increase of $0.0151$0.0096 per Class A Share for the firstsecond quarter of 2026 as compared with the fourthfirst quarter of 2025.2026.

Revenues and other income in the firstsecond quarter of 2026 were $390.1$399.0 million, down from $414.2 million in the prior‑year quarter, primarily due to lower throughput volumes, partially offset by higher tariff rates and third-party services. Total operating costs and expenses in the second quarter of 2026 were $145.8 million, down from $154.0 million in the prior-year quarter, primarily due to lower employee costs and lower maintenance expense, partially offset by higher depreciation expense. Income from equity investments in the second quarter of 2026 was $6.1 million, up from $382.0$4.0 million in the prior‑year quarter, primarily due to higher tariffvolumes rates,processed third-party services and pass-through revenues, partially offset by lower throughput volumes. Total operating costs and expenses inat the firstLM4 quarter of 2026 were $152.0 million, up from $144.6 million in the prior-year quarter, primarily due to higher depreciation expense.plant. Interest expense, net of interest income, in the firstsecond quarter of 2026 was $55.4$54.5 million, approximately flat compared with $56.4$55.4 million in the prior-year quarter. Income tax expense was $28.2$31.1 million, up from $23.0$29.1 million in the prior-year quarter,quarter primarilyas resultinga fromresult ownershipof changes followingin income attributable to the GIP secondary equity offering and Class A Share and Class B Unit repurchase transactions.Company. As a result, consolidated net income decreased $3.7$6.0 million while Adjusted EBITDA increaseddecreased $7.5$2.3 million for the firstsecond quarter of 2026 compared with the firstsecond quarter of 2025.

Throughput volumes decreased 5%15% for oil terminaling and 9%12% for water gathering in the firstsecond quarter of 2026 compared with the firstsecond quarter of 2025, primarily due to lower production.production as a result of lower new-well activity. Throughput volumes increaseddecreased 1%4% for gas processing in the firstsecond quarter of 2026 compared with the firstsecond quarter of 2025, primarily due to higherplanned third-partymaintenance volumes.at the Tioga Gas Plant.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Results of operations for the three months ended MarchJune 31,30, 2026 and 2025 are presented below (in millions, unless otherwise noted).

Revenues and other income increaseddecreased $0.5$12.6 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, of whichwhich, $4.9$16.0 million is attributable to higher pass‑through revenue, $3.9 million is attributable to higher tariff rates, and $3.0 million is attributable to services provided directly to third parties. These increases are partially offset by $6.8 million attributable to lower gas gathering physical volumes delivered by Chevron, $1.8$6.7 million is attributable to lower crude oil gathering physical volumes delivered by Chevron,Chevron $1.4and $2.3 million is attributable to lower water gathering and disposal revenue. These decreases are partially offset by $4.9 million attributable to higher tariff rates, $3.5 million attributable to services provided directly to third parties, $2.7 million attributable to higher MVC revenue recognized in the second quarter of 2026 and $1.3 million attributable to lowerhigher MVCpass‑through revenue recognized in the first quarter of 2026.revenue.

Operating and maintenance expenses (exclusive of depreciation) decreased $0.7$4.3 million, of which $5.4$5.6 million is attributable to lower employee costs charged to us under our omnibus and employee secondment agreements and $1.5 million is attributable to lower maintenance activity. These decreases areagreements, partially offset by $4.9$1.3 million attributable to higher pass-through costs, including produced water trucking and disposal and electricity fees and $1.3 million attributable to higher third-party offload fees. Depreciation expense increased $5.3$3.9 million due to new gathering assets brought into service.

Revenues and other income increaseddecreased $0.6$6.6 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025, of which $4.8$16.0 million is attributable to lower gas processing physical volumes delivered by Chevron, partially offset by $5.2 million attributable to services provided directly to third parties, $3.9 million is attributable to higher tariff rates and $0.2$0.3 million attributable to higher pass‑through revenue, partially offset by $8.3 million attributable to lower gas processing physical volumes delivered by Chevron.revenue.

Operating and maintenance expenses (exclusive of depreciation) remaineddecreased relatively$2.6 flatmillion inprimarily the first quarter of 2026 compareddue to thelower firstmaintenance quarter of 2025.activity.

Income taxfrom expenseequity investments increased $5.2$2.1 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025,2025 primarily drivendue byto increasedhigher ownershipvolumes ofprocessed at the PartnershipLM4 by Hess Midstream LP following equity offering and share and unit repurchase transactions in 2025.plant.

Operating Activities. Net cash provided by operating activities increased $50.9$52.6 million for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to an increase in cash provided by changes in working capital of $44.3$51.7 million and ana increase in revenues and other income of $8.1 million, partially offset by an increasedecrease in expenses, other than depreciation, amortization, equity-based compensation and other non-cash gains and losses of $1.3$10.0 million, partially offset by a decrease in revenues and other income of $7.1 million and a decrease in distributions received from equity investments of $0.2$2.0 million.

Investing Activities. Net cash used in investing activities decreased $16.7$57.0 million for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily driven by completion of our multi-year projects for expansion of compression capacity and the timing of payments for additions to property, plant, and equipment related to ongoing capital projects.

Financing Activities. Net cash used in financing activities increased $66.7$106.7 million for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025. In the first threesix months of 2026, net borrowingsrepayments underof our revolving credit facility balances were $5.0$82.0 million compared to $113.0$258.0 million of borrowings in the first threesix months of 2025, and repayments of the term loan facility were $7.5$15.0 million compared to $5.0$10.0 million, respectively. The prior period also included impacts of refinancing of senior unsecured notes of $11.4$12.5 million. In addition, in the first threesix months of 2026, we spent $40.0$241.0 million less for share and unit repurchases and paid higher distributions to shareholders and noncontrolling interests of $7.6$15.2 million compared to the same period in 2025.