Stein Jonathan C. 4

What Happened

• Jonathan C. Stein, CEO of Hess Midstream LP (HESM), settled phantom shares on March 8, 2026. He was credited with 2,066 Class A shares (recorded as derivative exercise/conversion, code M) at $0.00 per share.
• To satisfy tax withholding, 1,048 of those shares were withheld/disposed (code F) at $38.92 per share, producing $40,788 in withholding value. The filing shows the settlement and withholding; no cash purchase was reported.

Key Details

• Transaction date: March 8, 2026; Form 4 filed March 10, 2026 (timely).
• Acquired: 2,066 shares via settlement of phantom shares (exercise/conversion, code M) at $0.00.
• Withheld for taxes: 1,048 shares (code F) at $38.92 each = $40,788.
• Shares owned after the transaction: not disclosed in the provided filing excerpt.
• Footnotes: F1—Class A shares were acquired upon settlement of phantom shares under the 2017 LTIP; F2—shares were withheld to cover required tax obligations; F3—the remaining 2025 phantom shares vest ratably on March 8, 2027 and March 8, 2028 and have no expiration date.
• Exhibit: Exhibit 24 — Power of Attorney.

Context

• This was a settlement of phantom (restricted/long-term incentive) shares, not an open-market buy or traditional option exercise requiring cash. The withholding of shares to cover taxes is a routine administrative step and not an independent sale signal.
• For retail investors: such settlements are common executive compensation events and do not necessarily indicate the CEO is buying or selling stock for directional reasons.