SCHEDULE: Chevron Completes Hess Acquisition, Securing 37.8% Stake in Hess Midstream LP

Chevron Corporation has finalized its acquisition of Hess Corporation, resulting in Chevron indirectly owning and controlling Hess Midstream GP LP and holding approximately 37.8% of Hess Midstream LP's Class A Shares.

Summary

• Chevron Corporation completed its previously announced acquisition of Hess Corporation on July 18, 2025, through a merger where Hess survived as a direct, wholly-owned subsidiary of Chevron.
• As a result of the merger, Chevron now indirectly owns and controls Hess Midstream GP LP, the general partner of Hess Midstream LP.
• Chevron also indirectly holds 79,428,190.00 Class A Shares of Hess Midstream LP, representing approximately 37.8% of the class.
• Each outstanding share of Hess common stock was converted into the right to receive 1.025 shares of Chevron common stock, plus cash in lieu of fractional shares.
• The reporting persons (Chevron, Hess, and Hess Investments North Dakota LLC) intend to continuously review their investment in Hess Midstream LP.

Sentiment

Score: 7

Explanation: The filing is a factual report of a completed, previously announced merger, which is a neutral event in terms of immediate sentiment for the issuer, Hess Midstream LP. For Chevron, it represents the successful completion of a strategic acquisition.

Positives

• The completion of the merger integrates Hess Midstream LP's general partner and a significant equity stake into Chevron's broader portfolio, potentially offering strategic alignment with a major integrated energy company.
• Chevron's indirect control over Hess Midstream GP LP provides a unified strategic direction for the midstream assets within Chevron's expanded operations.

Negatives

• The reporting persons explicitly reserve the right to sell all or a portion of their interests in Hess Midstream LP, which could introduce uncertainty regarding future ownership and potentially impact share price.

Risks

• The reporting persons may decide to sell all or a portion of their 37.8% interest in Hess Midstream LP at any time, which could affect the market price of the Class A Shares.
• Future actions regarding the investment will depend on various factors including share price, Hess Midstream LP's business and financial condition, alternative investment opportunities, and general market conditions, introducing potential variability in strategic direction.

Future Outlook

The reporting persons intend to review their investment in Hess Midstream LP on a continuing basis. They may engage in discussions with the Issuer, make suggestions regarding operations, business, and financial strategies, and reserve the right to sell all or a portion of their interests or pursue other transactions.

Industry Context

This filing marks the formal completion of a significant consolidation within the energy sector, where a major integrated oil and gas company, Chevron, has acquired Hess, thereby gaining substantial indirect control over Hess Midstream LP. This strategic move allows Chevron to integrate Hess's upstream and midstream assets, potentially leading to operational synergies and a more streamlined value chain within its expanded portfolio.

Corporate Governance

Related Party Transactions

• The acquisition of Hess Corporation by Chevron Corporation, which resulted in Chevron indirectly controlling Hess Midstream LP's general partner and holding a significant equity stake, constitutes a related party transaction given the pre-existing relationship and subsequent change in control.

Stakeholder Impact

• Shareholders of Hess Midstream LP: The ultimate controlling entity has changed, which could lead to new strategic directions or potential divestment considerations by the new parent.
• Employees of Hess Midstream LP: Potential for strategic shifts and operational integration under Chevron's ultimate ownership.
• Customers and Suppliers of Hess Midstream LP: Potential for changes in operational strategies or business relationships as a result of the new ultimate control.

Next Steps

• The reporting persons will continue to review their investment in Hess Midstream LP.
• Reporting persons may engage in communications and discussions with Hess Midstream LP representatives and third parties.
• Reporting persons may make suggestions concerning Hess Midstream LP's operations, prospects, business and financial strategies, and financing alternatives.
• Reporting persons may determine to sell all or a portion of their interests in Hess Midstream LP.

Key Dates

Recommendation

Keywords

Chevron, Hess, Hess Midstream LP, Acquisition, Merger, Beneficial Ownership, SEC Filing, Schedule 13D, Energy, Midstream, Oil and Gas