Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
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 princi…
Filed Jan 30, 2026Accepted Jan 30, 2026, 4:15 PM ESTCIK 1789832Accession 0001193125-26-031835
Hess Midstream LP is a fee‑based, growth-oriented midstream company that owns, operates, develops and acquires a diverse set of midstream assets to provide services to Chevron, its subsidiaries, and third‑party customers. Hess Midstream owns oil, gas and produced water handling assets that are primarily located in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. More information is available at www.hessmidstream.com .
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
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 8.01Item 8.01 - Other Events
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.
Filed exhibits (1)
EX-99.1 (by filename) d102303dex991.htm
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…