Form 4: Chevron, Hess Affiliate Reduce HESM Stake

Chevron and Hess affiliates reported a planned transaction to cancel 695,894 Class B Shares and Opco Class B Units in Hess Midstream LP.

Summary

• Chevron Corporation, Hess Corporation, and Hess Investments North Dakota LLC (HINDL) reported a planned transaction involving Hess Midstream LP (HESM) securities.
• The transaction, scheduled for August 8, 2025, involves the cancellation of 695,894 Class B Shares for no consideration.
• This cancellation is linked to Hess Midstream Operations LP's repurchase of 695,894 Opco Class B Units from HINDL, followed by the cancellation of these units.
• Following the transaction, HINDL will indirectly beneficially own 78,283,296 Class B Shares and Opco Class B Units, and 449,000 Class A Shares.
• The Opco Class B Units are convertible into Class A Shares on a one-to-one basis and have no expiration date, with a conversion price of $43.11.

Sentiment

Score: 5

Explanation: The filing reports a pre-planned, internal capital structure adjustment involving a major shareholder group. It does not provide new financial performance data or strategic shifts that would indicate a positive or negative sentiment.

Future Outlook

The filing details a pre-planned transaction under Rule 10b5-1(c) for a future date, indicating a scheduled adjustment to the capital structure and beneficial ownership of Hess Midstream LP.

Industry Context

This transaction represents an internal capital structure adjustment within a midstream master limited partnership (MLP) involving its major corporate sponsors. Such adjustments are common in the energy sector for managing partnership interests and simplifying ownership structures.

Related Party Transactions

• The transaction involves Hess Midstream Operations LP repurchasing Opco Class B Units from Hess Investments North Dakota LLC (HINDL). HINDL is an indirect, wholly owned subsidiary of Hess Corporation, which is a direct, wholly owned subsidiary of Chevron Corporation. Chevron, Hess, and HINDL are all listed as 10% owners and directors of Hess Midstream LP, indicating a transaction between related parties.

Stakeholder Impact

• Shareholders: A slight reduction in outstanding Class B shares/units, potentially simplifying the capital structure. No direct impact on other stakeholders is indicated.

Key Dates

Recommendation

This Form 4 reports a pre-planned internal capital structure adjustment involving the cancellation of Class B shares and repurchase of Opco Class B units by a major shareholder group. It does not provide new financial performance data or strategic shifts that would warrant a change in investment recommendation.

Keywords

Hess Midstream, HESM, Chevron, Hess, SEC Form 4, Beneficial Ownership, Class B Shares, Opco Class B Units, Share Repurchase, Capital Structure