Hess Midstream LP 8-K, filed Jan 30, 2026
Hess Midstream LP (HESM)
About this 8-K
Hess Midstream LP filed this 8-K on January 30, 2026, reporting on events of January 26, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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No. | |||
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(Commission File Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amended and Restated Certificate of Limited Partnership and First Amendment to the Amended and Restated Agreement of Limited Partnership
Effective January 26, 2026, each of Hess Midstream LP (the “Company”) and Hess Midstream GP LP, the general partner of the Company (the “General Partner”), changed (a) its principal office to 1400 Smith Street, Houston, Texas 77002 from 1501 McKinney Street, Houston, Texas 77010, (b) its registered agent to Corporation Service Company from The Corporation Trust Company and (c) its registered office to 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 from Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
Accordingly, on January 26, 2026, the General Partner executed an Amended and Restated Certificate of Limited Partnership of the Company (the “Amended Certificate”) and a First Amendment to the Amended and Restated Agreement of Limited Partnership of the Company (the “LPA Amendment”) to reflect these changes, and, on January 27, 2026, the General Partner filed the Amended Certificate with the Delaware Secretary of State.
The Amended Certificate and the LPA Amendment are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
| Item 8.01. | Other Events. |
Effective January 26, 2026, in connection with the change in principal office and registered agent of the Company and the General Partner, Hess Midstream Operations LP (“OpCo”) changed its (a) principal office to 1400 Smith Street, Houston, Texas 77002 from 1501 McKinney Street, Houston, Texas 77010, (b) its registered agent to Corporation Service Company from The Corporation Trust Company and (c) its registered office to 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 from Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Hess Midstream Partners GP LP, OpCo’s general partner, executed a First Amendment to the Third Amended and Restated Agreement of Limited Partnership of OpCo (the “OpCo LPA Amendment”) to reflect these changes.
The OpCo LPA Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Amended and Restated Certificate of Limited Partnership of Hess Midstream LP, as filed on January 27, 2026 | |
| 3.2 | First Amendment to the Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, dated as of January 26, 2026 | |
| 99.1 | First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Hess Midstream Operations LP, dated as of January 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HESS MIDSTREAM LP | ||||||
| By: | Hess Midstream GP LP, its general partner | |||||
| By: | Hess Midstream GP LLC, its general partner | |||||
| Date: January 30, 2026 | By: | /s/ Gabriela B. Boersner | ||||
| Name: | Gabriela B. Boersner | |||||
| Title: | General Counsel and Secretary | |||||
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
HESS MIDSTREAM LP
This Amended and Restated Certificate of Limited Partnership of Hess Midstream LP (the “Partnership”) has been duly executed and is being filed by Hess Midstream GP LP, as general partner, in accordance with Section 17-210 of the Delaware Revised Uniform Limited Partnership Act, to amend and restate the original Certificate of Limited Partnership of the Partnership, which was filed on September 27, 2019 with the Secretary of State of the State of Delaware (the “Certificate”).
The Certificate is hereby amended and restated in its entirety to read as follows:
| 1. | Name. The name of the limited partnership is Hess Midstream LP. |
| 2. | Registered Office; Registered Agent. The address of the registered office of the Partnership in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. The name and address of the registered agent for service of process on the Partnership in the State of Delaware are Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808. |
| 3. | General Partner. The name and mailing address of the sole general partner of the Partnership are: |
Hess Midstream GP LP
1400 Smith Street
Houston, Texas 77002
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Limited Partnership of Hess Midstream LP as of January 26, 2026.
| HESS MIDSTREAM GP LP, as general partner | ||
| By: | Hess Midstream GP LLC, as general partner of Hess Midstream GP LP | |
| By: | /s/ Gabriela B. Boersner | |
| Gabriela B. Boersner | ||
| General Counsel and Secretary | ||
Exhibit 3.2
FIRST AMENDMENT
TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
HESS MIDSTREAM LP
This First Amendment to the Amended and Restated Agreement of Limited Partnership of Hess Midstream LP, a Delaware limited partnership (the “Company” and such amendment, this “Amendment”), is made and entered into effective as of January 26, 2026, by Hess Midstream GP LP, a Delaware limited partnership, as the sole general partner of the Company (the “General Partner”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
WHEREAS, the General Partner and Hess Infrastructure Partners GP LLC, as the Organizational Limited Partner, entered into that certain Amended and Restated Agreement of Limited Partnership of the Company, dated as of December 16, 2019 (the “Partnership Agreement”);
WHEREAS, Section 13.1(a) of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partner, may amend any provision of the Partnership Agreement to reflect, among other things, a change in the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partner, may amend any provision of the Partnership Agreement to make a change that the General Partner determines does not adversely affect the Limited Partners considered as a whole or any particular class of Company Interests as compared to other classes of Company Interests in any material respect (except as permitted by Section 13.1(g) of the Partnership Agreement);
WHEREAS, the General Partner has determined that the proposed amendments to the Partnership Agreement, to the extent not covered by Section 13.1(a) of the Partnership Agreement, do not adversely affect the Limited Partners considered as a whole or any particular class of Company Interests as compared to other classes of Company Interests in any material respect; and
WHEREAS, the General Partner desires to amend the Partnership Agreement as set forth herein.
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NOW, THEREFORE, intending to be legally bound, the General Partner hereby agrees as follows:
AGREEMENT
Section 1. Amendment to Partnership Agreement. Section 2.3 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:
“Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Company in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Company shall be located at 1400 Smith Street, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Company may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 1400 Smith Street, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.”
Section 2. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the General Partner.
Section 3. Effect on Partnership Agreement. Except to the extent specifically amended, restated, supplemented or otherwise modified by this Amendment, all of the terms and provisions of the Partnership Agreement shall remain in full force and effect and are hereby ratified and confirmed. The execution and delivery of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party to the Partnership Agreement. On and after the date of this Amendment, all references in the Partnership Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, shall mean the Partnership Agreement as amended by this Amendment.
Section 4. Miscellaneous. Each of Sections 16.1 (Addresses and Notices; Written Communications), 16.3 (Binding Effect), 16.4 (Integration), 16.6 (Waiver), 16.7 (Third-Party Beneficiaries), 16.8 (Counterparts), 16.9 (Applicable Law; Forum; Venue and Jurisdiction; Attorneys’ Fee; Waiver of Trial by Jury), 16.10 (Invalidity of Provisions), 16.11 (Consent of Partners) and 16.12 (Facsimile and Email Signatures) of the Partnership Agreement is hereby incorporated herein by reference, mutatis mutandis.
[Signature page follows.]
2
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.
| HESS MIDSTREAM GP LP | ||
| By: Hess Midstream GP LLC, its general partner | ||
| By: | /s/ Jonathan C. Stein | |
| Jonathan C. Stein | ||
| Chief Executive Officer | ||
Exhibit 99.1
FIRST AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
HESS MIDSTREAM OPERATIONS LP
This First Amendment to the Third Amended and Restated Agreement of Limited Partnership of Hess Midstream Operations LP, a Delaware limited partnership (the “Partnership” and such amendment, this “Amendment”), is made and entered into effective as of January 26, 2026, by Hess Midstream Partners GP LP, a Delaware limited partnership, as the sole general partner of the Partnership (the “General Partner”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Partnership Agreement (as defined below).
WHEREAS, the General Partner, Hess Midstream LP, a Delaware limited partnership, and the other parties thereto entered into that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 16, 2019 (the “Partnership Agreement”);
WHEREAS, Section 13.1(a) of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partner, may amend any provision of the Partnership Agreement to reflect, among other things, a change in the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Limited Partner, may amend any provision of the Partnership Agreement to make a change that the General Partner determines does not adversely affect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests in any material respect (except as permitted by Section 13.1(g) of the Partnership Agreement);
WHEREAS, Section 4.3 of the Partnership Agreement provides that the General Partner is authorized to complete or amend Exhibit B to reflect the change of address and other information called for by Exhibit B related to any Limited Partner, and to correct, update or amend Exhibit B at any time;
WHEREAS, the General Partner has determined that the proposed amendments to the Partnership Agreement, to the extent not covered by Section 4.3 or Section 13.1(a) of the Partnership Agreement, do not adversely affect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests in any material respect; and
WHEREAS, the General Partner desires to amend the Partnership Agreement as set forth herein.
NOW, THEREFORE, intending to be legally bound, the General Partner hereby agrees as follows:
AGREEMENT
Section 1. Amendments to Partnership Agreement.
| (a) | Section 2.3 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows: |
“Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Partnership shall be located at 1400 Smith Street, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 1400 Smith Street, Houston, Texas 77002, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.”
| (b) | Exhibit B of the Partnership Agreement is hereby amended and restated in its entirety to read as follows: |
| Limited Partners |
Address |
Number of Class A Units |
Number of Class B Units |
Incentive Distribution Rights |
||||||||||
| Hess Midstream LP |
c/o Chevron Corporation 1400 Smith Street Houston, TX 77002 |
129,403,244 | — | — | ||||||||||
| Hess Investments North Dakota LLC |
c/o Chevron Corporation 1400 Smith Street Houston, TX 77002 |
— | 78,283,296 | — | ||||||||||
| Hess Midstream Partners GP LP |
c/o Chevron Corporation 1400 Smith Street Houston, TX 77002 |
— | — | 100 | % | |||||||||
2
Section 2. Effectiveness of Amendment. This Amendment shall be effective immediately upon execution by the General Partner.
Section 3. Effect on Partnership Agreement. Except to the extent specifically amended, restated, supplemented or otherwise modified by this Amendment, all of the terms and provisions of the Partnership Agreement shall remain in full force and effect and are hereby ratified and confirmed. The execution and delivery of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party to the Partnership Agreement. On and after the date of this Amendment, all references in the Partnership Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, shall mean the Partnership Agreement as amended by this Amendment.
Section 4. Miscellaneous. Each of Sections 17.1 (Addresses and Notices; Written Communications), 17.3 (Binding Effect), 17.4 (Integration), 17.6 (Waiver), 17.7 (Third-Party Beneficiaries), 17.8 (Counterparts), 17.9 (Applicable Law; Forum; Venue and Jurisdiction; Attorneys’ Fee; Waiver of Trial by Jury), 17.10 (Invalidity of Provisions), 17.11 (Consent of Partners) and 17.12 (Facsimile and Email Signatures) of the Partnership Agreement is hereby incorporated herein by reference, mutatis mutandis.
[Signature page follows.]
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be duly executed as of the day and year first above written.
| HESS MIDSTREAM PARTNERS GP LP | ||
| By: Hess Midstream Partners GP LLC, as general partner of Hess Midstream Partners GP LP | ||
| By: | /s/ Jonathan C. Stein | |
| Jonathan C. Stein | ||
| Chief Financial Officer | ||