What changed in this filing

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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-13 · 868 added, 662 removed, 1680 unchanged (48% of the section changed)

10 unchanged sentences

Management must make judgments with respect to the relative cost and expected benefits of any specific control measure.

The design of a control system also is based in part on assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that a control will be effective under all potential future conditions.

The design of a control system also is based in part on assumptions and judgments made by management about the likelihood of future events, and

there can be no assurance that a control will be effective under all potential future conditions.

As a result, even an effective system of internal control over financial reporting can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.

32 unchanged sentences

Other Information

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, except as follows:

• On November 13, 2023 , Eric D.

Long , our President and Chief Executive Officer and Director , adopted an equity trading plan in accordance with Rule 10b5-1(c)(1) under the Exchange Act.

The plan provides for the sale of up to a maximum of 196,859 of our common units.

The first trade under the plan will not occur until February 16, 2024 at the earliest, and the plan will terminate on or before November 8, 2024.

In connection with recent changes to the business, the Partnership and Eric A.

Scheller, our Vice President and Chief Operating Officer, engaged in discussions regarding Mr.

Scheller’s role and mutually came to an agreement that it would be in the best interests of Mr.

Scheller and the Partnership for Mr.

Scheller to terminate his employment with the Partnership.

Our Compensation Committee approved a separation package for Mr.

Scheller on February 10, 2025, and Mr.

Scheller’s last day at the Partnership is expected to be April 4, 2025.

The Partnership expresses its appreciation to Mr.

Scheller for his dedicated service and significant contributions to the Partnership and wishes him well in his future endeavors.

In connection with Mr.

Scheller’s departure, Mr.

Scheller and the General Partner intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Scheller Separation Agreement”).

The Scheller Separation Agreement will become effective after execution and the expiration of a seven (7) day revocation period.

The Scheller Separation Agreement will provide for the following:

(i) a separation payment of $432,600, less all required governmental payroll deductions and withholdings;

(ii) accelerated vesting of 81,286 phantom units to be settled up to 50% in cash, less all required governmental payroll deductions and withholdings, and (iii) a lump-sum payment equal to the full cost of the premium for eight (8) months of health insurance coverage under the Partnership’s health insurance plan.

The Scheller Separation Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents;

(ii) a twenty-four (24) month restrictive covenant provision whereby Mr.

Scheller acknowledges obligations with respect to competition and solicitation of customers and employees;

(iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner);

(iv) a confirmation and acknowledgement by Mr.

Scheller of his obligations with respect to proprietary and confidential information;

and (v) a twenty-four (24) month cooperation clause.

On February 10, 2025, G.

Tracy Owens, our Vice President of Finance and Chief Accounting Officer informed the Partnership of his intention to retire effective March 3, 2025.

The Partnership thanks Mr.

Owens for his many years of service and important contributions to the Partnership, and wishes him well in the future.

In connection with Mr.

Owens’s retirement, Mr.

Owens and the General Partner intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Owens Retirement Agreement”).

The Owens Retirement Agreement will become effective after execution and the expiration of a seven (7) day revocation period.

The Owens Retirement Agreement will provide for the following:

(i) a payment of $115,875, less all required governmental payroll deductions and withholdings;

(ii) accelerated vesting of 12,765 phantom units to be settled up to 50% in cash, less all required governmental payroll deductions and withholdings, and (iii) a lump-sum payment equal to the full cost of the premium for nine (9) months of health insurance coverage under the Partnership’s health insurance plan.

The Owens Retirement Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents;

(ii) a twelve (12) month restrictive covenant provision whereby Mr.

Owens acknowledges obligations with respect to competition and solicitation of customers and employees;

(iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner);

(iv) a confirmation and acknowledgement by Mr.

Owens of his obligations with respect to proprietary and confidential information;

and (v) a twenty-four (24) month cooperation clause.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The GP LLC Agreement provides that the Board shall consist of between two and eleven persons.

The Board is comprised of eight members, all of whom were designated by Energy Transfer.

The Board is comprised of nine members, all of whom were designated by Energy Transfer.

Pursuant to a Board Representation Agreement (the “Board Representation Agreement”) among us, the General Partner, Energy Transfer, EIG Veteran Equity Aggregator, L.P.

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We do not have a nominating committee in light of the fact that Energy Transfer and EIG currently collectively have the right to appoint all of the members of the Board.

Long, our President and Chief Executive Officer (“CEO”), is currently the only management member of the Board.

The non-management members of the Board meet in executive session without any members of management present at least twice a year.

Waldheim presides at such meetings.

Interested parties can communicate directly with non-management members of the Board by mail in care of the General Counsel and Secretary at USA Compression Partners, LP, 111 Congress Avenue, Suite 2400, Austin, Texas 78701.

Interested parties can communicate directly with non-management members of the Board by mail in care of the General Counsel and Secretary at USA Compression Partners, LP, 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

Such communications should specify the intended recipient or recipients.

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We do not have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees.

We believe, however, that the individuals appointed as directors have experience, skills, and qualifications relevant to our business and have a history of service in senior leadership positions with the qualities and attributes required to provide effective oversight of the Partnership.

We believe, however, that the individuals appointed as directors have experience, skills, and qualifications relevant to our business and have a history of service in the industry or senior leadership positions with the qualities and attributes required to provide effective oversight of the Partnership.

Independent Directors.

The Board has determined that each of Glenn E.

Brett Smith, William S.

Waldheim are, and prior to his departure Matthew S.

Hartman was, an independent director under the standards established by the NYSE and the Exchange Act.

Joyce, William S.

Waldheim, and John L.

Wortham are an independent director under the standards established by the NYSE and the Exchange Act.

The Board considered all relevant facts and circumstances and applied the independence guidelines of the NYSE and the Exchange Act in determining that none of these directors has any material relationship with us, our management, the General Partner or its affiliates, or our subsidiaries.

Smith is President of, and owns limited partnership interests in, Promontory Exploration, LP, Rubicon Oil & Gas II LP, and Quientesa Royalty LP, which entities own non-operating working or royalty interests in wells and receive proceeds from liquids production purchased by a subsidiary of Energy Transfer under agreements with well operators.

The Board determined that Mr.

Smith’s association with these entities did not preclude the independence of Mr.

Hartman is a Managing Director at EIG, and, since the Transactions Date, EIG has owned over 80% of the Preferred Units and outstanding warrants in the Partnership.

Additionally, during 2023 prior to Mr.

Hartman’s departure, EIG owned common units in us as a result of the exercise of the warrants.

The Board determined that EIG’s ownership interest in the Partnership did not preclude the independence of Mr.

Hartman because (i) EIG’s ownership interest in the Partnership did not confer voting rights sufficient to participate in the control of the Partnership or influence its management, (ii) the Board Representation Agreement does not grant EIG a sufficient number of seats on the Board to significantly influence or control its

decision making or materially influence the management or operation of the Partnership, and (iii) the Board has determined that ownership of even a significant amount of the Partnership’s securities does not, by itself, preclude a finding of independence.

The Board’s Role in Risk Oversight

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The Audit Committee consists of Messrs.

Joyce, Smith, and Waldheim, and prior to his departure, Mr.

Joyce, Waldheim, and Wortham.

Waldheim serves as chairman of the Audit Committee.

1 unchanged sentence

Waldheim is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of SEC Regulation S-K, and that each of Messrs.

Joyce, Smith, Waldheim is, and prior to his departure Mr.

Hartman was, “independent” within the meaning of the applicable NYSE and Exchange Act rules governing audit committee independence.

Joyce, Waldheim, and Wortham is “independent” within the meaning of the applicable NYSE and Exchange Act rules governing audit committee independence.

The Audit Committee assists the Board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements as well as the effectiveness of our corporate policies and internal controls.

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The charter of the Audit Committee (the “Audit Committee Charter”) is available under the Investor Relations tab on our website at usacompression.com.

We will provide a copy of the Audit Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 111 Congress Avenue, Suite 2400, Austin, TX 78701.

We will provide a copy of the Audit Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

Compensation Committee.

1 unchanged sentence

However, the Board established the Compensation Committee to, among other things, oversee our compensation program described below in Part III, Item 11 “Executive Compensation.” The Compensation Committee consists of Messrs.

Joyce, Smith, and Waldheim and is chaired by Mr.

Joyce, Waldheim, and Wortham and is chaired by Mr.

The Compensation Committee establishes and reviews general policies related to our compensation and benefits, and is responsible for making recommendations to the Board with respect to the compensation and benefits of the Board.

In addition, the Compensation Committee administers the USA Compression Partners, LP 2013 Long-Term Incentive Plan, as amended and as may be further amended or replaced from time to time (the “LTIP”) and the USA Compression Partners, LP Long-Term Cash Restricted Unit Plan, as may be amended or replaced from time to time (the “CRU Plan”).

Under the charter of the Compensation Committee (the “Compensation Committee Charter”), a director serving as a member of the Compensation Committee may not be an officer of, or employed by, the General Partner, us, or our subsidiaries.

During 2024, none of Mr.

Smith, or Mr.

Waldheim was an officer or employee of Energy Transfer or any of its affiliates, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.

In addition, none of Mr.

Smith, or Mr.

Waldheim is a former employee of Energy Transfer or any of its affiliates.

Waldheim, or Mr.

Wortham was an officer or employee of Energy Transfer or any of its affiliates, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.

The Compensation Committee Charter is available under the Investor Relations tab on our website at usacompression.com.

We will provide a copy of the Compensation Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 111 Congress Avenue, Suite 2400, Austin, TX 78701.

We will provide a copy of the Compensation Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

Conflicts Committee.

1 unchanged sentence

Such conflicts committee will determine the resolution of the conflict of interest in any matter referred to it in good faith.

The members of the

conflicts committee may not be officers or employees of the General Partner or directors, officers, or employees of its affiliates, including Energy Transfer, and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on the Audit Committee, and certain other requirements.

The members of the conflicts committee may not be officers or employees of the General Partner or directors, officers, or employees of its affiliates, including Energy Transfer, and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on the Audit Committee, and certain other requirements.

Any matters approved by the conflicts committee in good faith will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by the General Partner of any duties it may owe us or our unitholders.

4 unchanged sentences

The Guidelines and the Code are available under the Investor Relations tab on our website at usacompression.com.

We will provide copies of the Guidelines and the Code to any of our unitholders without charge upon written request to Investor Relations, 111 Congress Avenue, Suite 2400, Austin, TX 78701.

We will provide copies of the Guidelines and the Code to any of our unitholders without charge upon written request to Investor Relations, 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

Note that the preceding internet addresses are for informational purposes only and are not intended to be hyperlinked.

Accordingly, no information found on or provided at those internet addresses or on our website in general is intended or deemed to be incorporated by reference herein.

Insider Trading Policy

The Board has adopted insider trading policies and procedures governing the purchase, sale, and disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the NYSE.

Our insider trading policy is applicable to all employees, officers and directors and, among other things, (i) prohibits our employees, officers, directors, and certain related persons and entities from trading in securities of USA Compression Partners, LP and certain other companies while in possession of material, non-public information, (ii) contains confidentiality provisions designed to protect our material, non-public information, and (iii) requires that certain individuals who are designated as “Insiders” only transact in Partnership securities during an open trading window period, subject to limited exceptions.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Directors and Executive Officers

1 unchanged sentence

Name Age Position with USA Compression GP, LLC

Long 65 President and Chief Executive Officer and Director

Tracy Owens 61 Vice President of Finance and Chief Accounting Officer

Clint Green 47 President and Chief Executive Officer

Christopher M.

Paulsen 47 Vice President, Chief Financial Officer and Treasurer

Scheller 61 Vice President and Chief Operating Officer

1 unchanged sentence

Porter 41 Vice President, General Counsel and Secretary

Kimble 59 Vice President, Human Resources

Christopher R.

Curia 68 Director

Bramhall 48 Director

Harris 76 Director

Joyce 67 Director

1 unchanged sentence

Mason 68 Director

Brett Smith 64 Director

Waldheim 68 Director

Whitehurst 50 Director

Wortham 73 Director

The directors of the General Partner hold office until the earlier of their death, resignation, removal, or disqualification or until their successors have been elected and qualified.

1 unchanged sentence

There are no family relationships among any of the directors or executive officers of the General Partner.

Long has served as our President and CEO since September 2002 and has served as a director of the General Partner since June 2011.

Long co-founded USA Compression in 1998 and has over 40 years of experience in the oil and gas industry.

From 1980 to 1987, Mr.

Long served in a variety of technical and managerial roles for several major pipeline and oil and natural gas producing companies, including Bass Enterprises Production Co.

and Texas Oil & Gas.

Long then served in a variety of senior officer level operating positions with affiliates of Hanover Energy, Inc., a company primarily engaged in the business of gathering, compressing, and transporting natural gas.

Long co-founded Global Compression Services, Inc., a compression services company.

Long was formerly on the board of directors of the Wiser Oil Company, a NYSE listed company from May 2001 until it was sold to Forest Oil Corporation in May 2004.

Long received his bachelor’s degree, with honors, in Petroleum Engineering from Texas A&M University.

He is a registered Professional Engineer in the state of Texas.

As a result of his professional background, Mr.

Long brings to us executive level strategic, operational, and financial skills.

These skills, combined with his over 40 years of experience in the oil and natural gas industry, including in particular his experience in the compression services sector, make Mr.

Long a valuable member of the Board.

Tracy Owens has served as Vice President of Finance and Chief Accounting Officer of the Company since April 2017, and was designated as our principal financial officer in October 2023.

Prior to joining us in 2017, Mr.

Owens served as Vice President and Chief Accounting Officer of Southcross Energy Partners GP, LLC, the general partner of Southcross Energy Partners, L.P.

(“Southcross”) from August 2015 until December 2016.

Before joining Southcross, Mr.

Owens served as Controller for Alon USA Energy, Inc.

(“Alon”) since 2006.

Prior to joining Alon, Mr.

Owens served as Controller for Hunt Refining Company from 1996 until 2006 and as Senior Manager at KPMG LLP from 1986 until 1996.

Owens received a BBA in Accounting from Baylor University in 1986.

He is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants.

Clint Green has served as our President and CEO since October 2024.

Prior to this position, Mr.

Green served as Group Senior Vice President, Construction and Project Execution for Energy Transfer beginning in August 2024, Senior Vice President, Construction and Project Execution for Energy Transfer from April 2022 to August 2024, and as Vice President of Operations for Energy Transfer’s Western Division from August 2018 to April 2022.

Green has more than 25 years of industry experience, having served in leadership positions at Energy Transfer since 2015, when he joined as a Senior Director through its merger with Regency Energy Partners.

Prior to Energy Transfer, he held positions at Regency Energy Partners, Hanover Compression, CDM Compression and SEC Energy.

Christopher M.

Paulsen has served as our Vice President, Chief Financial Officer and Treasurer since November 2024.

Prior to this position, Mr.

Paulsen was the Senior Vice President of Business Development and Strategy for Pioneer Natural Resources Company (“Pioneer”), a large independent oil and gas exploration and production company, from March 2023 through Pioneer’s merger with ExxonMobil in May 2024.

Prior to that, he was the Vice President of Business Development and Strategy at Pioneer beginning in January 2013.

Paulsen joined Pioneer in 2002 and served in various areas including investor relations, mergers and acquisitions, and operations and subsurface.

Paulsen took over leadership of the business development team responsible for shale technology, divestitures, and mergers and acquisitions.

Transactions generally concentrated on upstream, midstream, oilfield service, and renewable sectors in the Permian Basin, Mid-Continent, Gulf Coast, Alaska, and Rockies.

Additionally, his team was responsible for corporate strategy, scenario planning, and energy transition investments transactions.

Prior to joining Pioneer, Mr.

Paulsen worked for SBC Communications in planning as well as

Paulsen received his BBA from Baylor University and his MBA from the McCombs School of Business at the University of Texas.

Paulsen is a board member of Ralph Lowe Energy Institute at Texas Christian University.

He also serves as a board member of the Maguire Energy Institute at Southern Methodist University, focusing his efforts with the student-directed Spindletop Energy Investment Fund.

Scheller has served as our Vice President, Chief Operating Officer since June 2020.

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degree from The George Washington University.

Kimble has served as our Vice President, Human Resources since June 2014.

Kimble brings to us over twenty-five years of human resources leadership experience.

Prior to joining us, he was most recently the Senior Vice President of Human Resources at Millard Refrigerated Services from January 2011 to May 2014 where he led all aspects of human resources.

Before joining Millard, he was the Chief Administrative Officer and Executive Vice President of Human Resources at MV Transportation from March 2005 to February 2009 where he led human resources, safety, labor relations, and various other operating support functions.

Kimble holds a B.S.

in marketing from Sacramento State University and an M.B.A.

from Saint Mary’s College of California.

Kimble also completed the University of Michigan’s Strategic HR and Strategic Collective Bargaining Programs.

Christopher R.

Curia has served on the Board since April 2018.

Curia also has served as a director on the board of directors of the general partner of Sunoco LP, a subsidiary of Energy Transfer LP, since August 2014 and as its Executive Vice President-Human Resources since April 2015.

Curia was appointed the Executive Vice President and Chief Human Resources Officer of the general partner of Energy Transfer LP in April 2015.

Curia joined Energy Transfer Operating, L.P.

(“ETO”), a subsidiary of Energy Transfer LP which has since merged with Energy Transfer LP, in July 2008.

Prior to joining ETO, Mr.

Curia held HR leadership positions at both Valero Energy Corporation and Pennzoil, and has more than three decades of Human Resources experience in the oil and gas field.

Curia holds a master’s degree in Industrial Relations from the University of West Virginia.

Curia was selected to serve on the Board due to the valuable perspective he brings from his extensive experience working as a human resources professional in the energy industry, and the insights he brings to the Board on matters such as succession planning, compensation, employee management, and acquisition evaluation and integration.

Bramhall has served on the Board since April 2024.

Bramhall has served as Executive Vice President and Group Chief Financial Officer of the general partner of Energy Transfer since November 2022 and currently is also Chief Financial Officer of Sunoco LP’s general partner.

Bramhall joined Energy Transfer in 2015 as a result of its merger with Regency Energy Partners and is responsible for oversight of Energy Transfer’s Financial Planning and Analysis, Credit and Commodity Risk Management, Insurance, Cash Management, Capital Markets, Accounting, Financial Reporting and Investor Relations groups.

He also serves as a member of Energy Transfer’s Risk Oversight Committee.

While at Regency, Mr.

Bramhall held management positions in the finance, risk, commercial and operations groups.

Bramhall holds a Bachelor of Business Administration in finance and Master of Business Administration in finance and operations management, both from the University of Iowa.

Bramhall was selected to serve on the Board because of his financial acumen and his experience as an executive officer in the energy sector.

Harris has served on our Board since February 2024.

Until February 2024, Mr.

Harris held the position of Director- Sales with the general partner of Energy Transfer.

Prior to that, Mr.

Harris was Director- Sales of Dual Drive Technologies, Ltd., a company that developed technology which enables a gas compressor to switch from a natural gas engine to an electric driver, which was acquired by Energy Transfer in 2017.

Harris held various positions with Dual Drive Technologies, Ltd.

and its predecessors beginning in 1995.

Before entering the energy industry, Mr.

Harris played professional football with the Dallas Cowboys, and was inducted into the Pro Football Hall of Fame in 2020.

Harris also serves on the board of the Juvenile Diabetes Research Foundation, and holds a bachelor’s degree in mathematics and a minor in physics from Ouachita Baptist University.

Harris was selected to serve on the Board due to the valuable experience and insight he brings from over 25 years in the energy industry, as well as his experience with gas compression.

Joyce has served on the Board since April 2018.

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Long has served on the Board since April 2018.

Long was appointed as Co-Chief Executive Officer of the general partner of Energy Transfer LP effective January 2021.

Long was appointed as Co-Chief Executive Officer of the general partner of Energy Transfer effective January 2021.

Since May 2022, Mr.

Long also has served as a director of Texas Capital Bancshares, Inc.

Long previously served as the Chief Financial Officer of the general partner of Energy Transfer LP from February 2016 until January 2021.

Long also has served as a director of the general partner of Energy Transfer LP since April 2019.

Long served as Co-Chief Executive Officer of ETO’s general partner from January 2021 until its merger into Energy Transfer LP in April 2021 and was previously its Chief Financial Officer.

Long previously served as the Chief Financial Officer of the general partner of Energy Transfer from February 2016 until January 2021.

Long also has served as a director of the general partner of Energy Transfer since April 2019.

Long served as Co-Chief Executive Officer of ETO’s general partner from January 2021 until its merger into

Energy Transfer in April 2021 and was previously its Chief Financial Officer.

He also served on the board of directors of the general partner of Sunoco LP from May 2016 until May 2021.

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Since December 2022, Mr.

Mason has served as the Executive Vice President and President – LNG of the general partner of Energy Transfer LP.

Mason became the Executive Vice President and General Counsel of the general partner of Energy Transfer LP in December 2015, and served as the Executive Vice President, General Counsel and President – LNG from October 2018 following the merger of Energy Transfer Equity, L.P.

Mason has served as the Executive Vice President and President – LNG of the general partner of Energy Transfer.

Mason became the Executive Vice President and General Counsel of the general partner of Energy Transfer in December 2015, and served as the Executive Vice President, General Counsel and President – LNG from October 2018 following the merger of Energy Transfer Equity, L.P.

and Energy Transfer Partners, L.P.

1 unchanged sentence

In February 2021, Mr.

Mason assumed leadership responsibility over Energy Transfer LP’s newly created Alternative Energy Group, which focuses on the development of alternative energy projects aimed at continuing to reduce Energy Transfer LP’s environmental footprint throughout its operations.

Mason assumed leadership responsibility over Energy Transfer’s newly created Alternative Energy Group, which focuses on the development of alternative energy projects aimed at continuing to reduce Energy Transfer’s environmental footprint throughout its operations.

Mason previously served as Senior Vice President, General Counsel and Secretary of ETO’s general partner from April 2012 to December 2015, as Vice President, General Counsel and Secretary from June 2008 and as General Counsel and Secretary from February 2007.

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Mason was selected to serve on the Board because of his decades of legal experience in securities, mergers and acquisitions, and corporate governance in the energy sector.

Brett Smith has served on the Board since April 2021.

Smith also has served as President and Managing Partner of Rubicon Oil & Gas, LLC since October 2000, President of Rubicon Oil & Gas II, LP since May 2005, President of Quientesa Royalty LP since February 2005, President of Acton Energy LP since October 2008 and President of Promontory Exploration, LP since 2017.

Smith was President of Rubicon Oil & Gas, LP from October 2000 to May 2005.

For more than 30 years Mr.

Smith has been active in assembling exploration prospects in the Permian Basin, Oklahoma, New Mexico, and the Rocky Mountain areas.

Smith served on the board of directors of the general partner of ETO and on its audit committee from February 2018 through April 2021.

Smith also previously served on the board of directors of Sunoco LP and was a member of its audit and compensation committees.

Smith was selected to serve on the Board based on his experience as an executive in the oil and gas industry, as well as his recent experience on the board of another publicly traded limited partnership.

Waldheim has served on the Board since April 2018.

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Since November 2022, Mr.

Whitehurst has served as the Executive Vice President of Tax and Corporate Initiatives of the general partner of Energy Transfer LP.

Whitehurst has served as the Executive Vice President of Tax and Corporate Initiatives of the general partner of Energy Transfer.

From January 2021 through November 2022, Mr.

Whitehurst was the Chief Financial Officer of the general partner of Energy Transfer LP.

Whitehurst was the Chief Financial Officer of the general partner of Energy Transfer.

Prior to that, Mr.

Whitehurst served as their Executive Vice President – Head of Tax since August 2014.

Whitehurst also served as

the Chief Financial Officer of the general partner of ETO from January 2021 until its merger into Energy Transfer LP in April 2021, and prior to that was their Executive Vice President – Head of Tax since August 2014.

Prior to joining Energy Transfer LP, Mr.

Whitehurst also served as the Chief Financial Officer of the general partner of ETO from January 2021 until its merger into Energy Transfer in April 2021, and prior to that was their Executive Vice President – Head of Tax since August 2014.

Prior to joining Energy Transfer, Mr.

Whitehurst was a partner in the Washington, DC office of Bingham McCutchen LLP and an attorney in the Washington, DC offices of both McKee Nelson LLP and Hogan & Hartson.

1 unchanged sentence

Whitehurst was selected to serve on the Board because of his strong background in the energy sector and specialized knowledge of the taxation structure and issues unique to partnerships.

Wortham has served on the Board since March 2024.

Wortham has over 40 years of experience in the energy industry.

Wortham worked at Energy Transfer from 2002 until his retirement in October 2020, most recently as a Senior Director of Business Development and before that as a Senior Director of Gas Supply- Long Term Gas Contracts.

Prior to that, Mr.

Wortham worked for the energy company Aquila, Inc.

(“Aquila”), as a Director of Business Management from 1993 until 2002, when Energy Transfer acquired certain of Aquila’s assets.

Wortham has also worked in various other roles in the energy industry since 1980.

Wortham graduated from Texas Christian University in 1973 with a business management degree.

Wortham was selected to serve on the Board based on his 40 years of business experience in the energy and natural gas industry.

has served on the Board since April 2024.

Wright was appointed as Executive Vice President, General Counsel and Chief Compliance Officer of the general partner of Energy Transfer in December 2022.

He became Executive Vice President - Legal and Chief Compliance Officer of Energy Transfer’s general partner in October 2018 following the merger of Energy Transfer Equity, L.P.

and Energy Transfer Partners, L.P.

Wright has been a part of the Energy Transfer legal team with increasing levels of responsibility since July 2005 and has held various senior-level positions in the legal department including General Counsel of the general partner of Energy Transfer Partners, L.P.

from December 2015 to October 2018 and Deputy General Counsel from May 2008 to December 2015.

Prior to joining Energy Transfer, Mr.

Wright gained significant experience at Enterprise Products Partners, L.P., El Paso Corp., Sonat Exploration Company and KPMG Peat Marwick LLP.

Wright earned a Bachelor of Business Administration degree in Accounting and Finance from Texas A&M University and a JD from South Texas College of Law.

Wright was selected to serve on the Board because of his decades of legal experience and corporate governance in the energy sector.

Delinquent Section 16(a) Reports

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For the year ended December 31, 2024, the NEOs were:

Long, President and CEO;

Clint Green, President and CEO;*

Long, Former President and CEO;*

• Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer;**

Tracy Owens, Vice President of Finance and Chief Accounting Officer;**

Pearl, Former Vice President, Chief Financial Officer and Treasurer;*

Scheller, Vice President and Chief Operating Officer;

1 unchanged sentence

Porter, Vice President, General Counsel and Secretary;

Kimble, Vice President, Human Resources.

Pearl left the Partnership effective October 5, 2023.

Kimble, Former Vice President, Human Resources.***

Long resigned from his position as President and CEO effective October 2, 2024.

Effective October 3, 2024, Mr.

Owens was designated by the Board as the principal financial officer of the Company.

Green was appointed by the Board as the President and CEO of the Partnership.

Paulsen was appointed as Vice President, Chief Financial Officer and Treasurer and designated as the Partnership’s principal financial officer, effective November 18, 2024.

Paulsen’s appointment, Mr.

Owens was designated as the Partnership’s principal financial officer.

Kimble left the Partnership on December 6, 2024.

Compensation Philosophy and Objectives

Since our initial public offering in 2013, we have consistently based our compensation philosophy and objectives on the premise that a significant portion of each NEO’s total compensation should be incentive-based or “at-risk” compensation.

We have consistently based our compensation philosophy and objectives on the premise that a significant portion of each NEO’s total compensation should be incentive-based or “at-risk” compensation.

We share Energy Transfer’s philosophy that the NEOs’ total compensation levels should be competitive in the marketplace for executive talent and abilities.

The Compensation Committee generally targets a competitive range at or near the 50th percentile of the market for aggregate compensation consisting of the three main components of our compensation program:

base salary, annual discretionary cash bonus, and long-term equity incentive awards.

base salary, annual discretionary cash bonus, and long-term equity incentive awards, including cash restricted unit awards.

The Compensation Committee believes that a desirable balance of incentive-based compensation is achieved by:

(i) the payment of annual discretionary cash bonuses that consider (a) the achievement of the financial and operational performance objectives for a fiscal year set at the beginning of such fiscal year and (b) the individual contributions of each NEO to our level of success in achieving the annual financial and operational performance objectives, and (ii) the annual grant of time-based restricted phantom unit awards under the LTIP, which awards are intended to incentivize and retain our key employees for the long-term and motivate them to focus their efforts on increasing the market price of our common units and the level of cash distributions we pay to our common unitholders.

The following charts illustrate the level of at-risk incentive compensation we awarded in 2023 to our CEO and, on an averaged basis, the other NEOs.

Compensation has been annualized for NEOs that served for only a portion of 2023.

“Variable/at-risk” compensation is comprised of long-term equity incentive awards and annual discretionary cash bonuses, and “fixed” compensation is comprised of base salary.

(i) the payment of annual discretionary cash bonuses that consider (a) the achievement of the financial and operational performance objectives for a fiscal year set towards the beginning of such fiscal year and (b) the individual contributions of each NEO to our level of success in achieving the annual financial and operational performance objectives, (ii) the annual grant of time-based restricted phantom unit awards or restricted units under the LTIP, and (iii) the annual grant of time-based cash restricted unit awards under our CRU Plan.

These time-based awards are intended to incentivize and retain our key employees for the long-term and motivate them to focus their efforts on increasing the market price of our common units and the level of cash distributions we pay to our common unitholders.

The Partnership in 2024 continued its practice of granting restricted unit awards that vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service.

Beginning in December 2024, the Partnership began granting cash restricted unit awards that vest annually in substantially three equal installments over a three-year period, together with restricted unit awards that vest at a rate of 60% after the third year of service and 40% after the fifth year of service, in each case based generally upon continued employment.

For 2024, the long-term equity incentive awards to employees were split based on 75% restricted units and 25% cash restricted units.

The following charts illustrate the level of at-risk incentive compensation we awarded in 2024 to Mr.

Green, our current CEO and, on an averaged basis, the other NEOs that were serving as executive officers as of December 31, 2024.

Compensation has been annualized for our CEO and other NEOs that served for only a portion of 2024.

“Variable/at-risk” compensation is comprised of long-term equity incentive awards, including cash restricted unit awards, and annual discretionary cash bonuses, and “fixed” compensation is comprised of base salary and bonuses not contingent on the Partnership’s performance.

Our compensation program is structured to achieve the following:

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The Compensation Committee does not assign a specific weight to these factors, but rather makes a subjective judgment taking all of these factors into account.

The Compensation Committee consults with and receives guidance and input, as appropriate, from our CEO, Energy Transfer’s Co-CEO, and executives from Energy Transfer’s Human Resources team to ensure compensation decisions are undertaken consistent with the relevant compensation philosophy and objectives of the Energy Transfer Group.

The Compensation Committee reviews and approves all compensation for the NEOs.

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The recommendations from the CEO are then reviewed by the Compensation Committee, which may accept the recommendations or make adjustments to the recommended compensation based on the Compensation Committee’s assessment of the individual’s performance, contributions to the Partnership, and internal compensation levels within the Energy Transfer Group.

The CEO’s compensation is reviewed and approved by the Compensation Committee based on comparative compensation data, including within the Energy Transfer Group, and the Compensation Committee’s independent evaluation of the CEO’s contributions to the Partnership’s performance.

The Compensation Committee periodically compares results for the annual base salary, annual cash bonus, and long-term equity incentive awards of the NEOs against data for compensation levels for specific executive positions reported in published executive compensation surveys within each of the (i) energy industry and (ii) overall market.

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In 2023, we engaged Meridian Compensation Partners, LLC (“Meridian”), the independent compensation advisor to Energy Transfer, to conduct a report on market information and compensation levels of our peer companies (the “2023 Meridian Report”).

The Compensation Committee utilized the 2023 Meridian Report when setting NEO compensation for the 2024 year and when determining the number of equity awards that should be granted to our NEOs in December 2023, which were based on the 2024 base salaries of the NEOs.

The Compensation Committee utilized the 2023 Meridian Report when setting NEO compensation for the 2024 year.

During 2024, it relied on the results of the 2023 Meridian Report for information on base salary, bonus, and general

compensation items for 2024 for the NEOs.

The Compensation Committee also utilized the 2023 Meridian Report when determining the value of equity awards that should be granted to our NEOs in December 2024.

In connection with the engagement of Meridian for the 2023 Meridian Report, based on the information presented to it, the Compensation Committee assessed the independence of Meridian under applicable SEC and NYSE rules and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

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TETRA Technologies, Inc.

Prior to this, in 2021, we had also engaged Meridian Compensation Partners, LLC to prepare a similar report.

In 2022, the Compensation Committee determined that this report was completed recently enough to be utilized as a data source in reviewing and setting 2023 NEO compensation levels, but did have Meridian update the report to account for the impact of inflation.

As a result, the Compensation Committee relied on the results of the report completed in 2021 (as updated in 2022, the “2021 Meridian Report”), for information on base salary, bonus, and general compensation items for 2023 for the NEOs.

As discussed above, the Compensation Committee utilized the 2023 Meridian Report when determining the value of equity awards that should be granted to our NEOs in December 2023.

In connection with the engagement of Meridian in 2021, based on the information presented to it, the Compensation Committee assessed the independence of Meridian under applicable SEC and NYSE rules and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

For purposes of the 2021 Meridian Report, our peer group included the following companies:

Company Ticker

Antero Midstream Corporation AM

Archrock, Inc.

Crestwood Equity Partners LP CEQP

DCP Midstream, LP DCP

Enerflex Ltd.

EnLink Midstream, LLC ENLC

Equitrans Midstream Corporation ETRN

Exterran Corporation EXTN

Genesis Energy, L.P.

Holly Energy Partners, L.P.

Martin Midstream Partners L.P.

NuStar Energy L.P.

Summit Midstream Partners, LP SMLP

TETRA Technologies, Inc.

Western Midstream Partners, LP WES

Elements of the Compensation Program

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Annual incentive compensation To promote near-term performance objectives and reward individual contributions to the achievement of those objectives.

Long-term equity incentive awards To emphasize long-term performance objectives, encourage the maximization of unitholder value, and retain key executives by providing an opportunity to participate in the ownership of the Partnership.

Long-term equity incentive awards (Restricted Units and Phantom Units) To emphasize long-term performance objectives, encourage the maximization of unitholder value, and retain key executives by providing an opportunity to participate in the ownership of the Partnership.

Long-term equity incentive awards (Cash Restricted Units) To emphasize long-term performance objectives, encourage the maximization of unitholder value, and retain key executives by providing an opportunity to benefit from strong unitholder value.

Retirement savings (401(k)) plan To provide an opportunity for tax-efficient savings.

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Base salaries for the NEOs generally have been set at a level deemed appropriate by the Compensation Committee to attract and retain individuals with superior talent.

Base salary increases are determined based on the job responsibilities, demonstrated proficiency and performance of the NEO, and market conditions.

In connection with determining base salaries for each of the NEOs for 2023, the Compensation Committee and CEO considered cost of living increases, internal compensation levels within the Energy Transfer Group, and comparable salaries for certain executive roles within our peer group contained in the 2021 Meridian Report.

The Compensation Committee provided each NEO with an increase to his base salary for the 2023 year.

The 2023 base salaries and 2022 base salaries for the NEOs, including our CEO, are set forth in the following table:

On an annual basis, base salary increases are determined based on the job responsibilities, demonstrated proficiency and performance of the NEO, and market conditions.

The Compensation Committee provided each NEO with an increase to his base salary for the 2024 year, other than Mr.

Owens, whose compensation had, at the time of determination of 2024 base salaries, been recently adjusted in connection with being designated the principal financial officer of the Partnership.

The 2024 base salaries and 2023 base salaries for the NEOs, including our current and former CEO, are set forth in the following table:

Name and Principal Position 2024 Base Salary ($)

2023 Base Salary ($)

Long, President and Chief Executive Officer 711,330 683,972

Clint Green, President and Chief Executive Officer 500,000 (1) —

Long, Former President and Chief Executive Officer 739,783 (2) 711,330

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer 425,000 (3) —

Tracy Owens, Vice President of Finance and Chief Accounting Officer 325,000 325,000 (4)

Pearl, Former Vice President, Chief Financial Officer and Treasurer 416,000 (3) 400,000 (4)

Scheller, Vice President and Chief Operating Officer 420,000 385,000

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Porter, Vice President, General Counsel and Secretary 410,000 374,400

Kimble, Vice President, Human Resources 338,000 325,000

Kimble, Former Vice President, Human Resources 351,520 (5) 338,000

________________________

Owens’s base salary was increased to $325,000 effective October 9, 2023 in connection with his designation as principal financial officer of the Company.

The amount above reflects his annualized base salary for 2023 after this increase.

See “– Summary Compensation Table” below for the salary received by Mr.

Owens in 2023.

Owens was not an NEO in 2022;

therefore, only his 2023 base salary is reported.

Pearl left the Partnership effective October 5, 2023.

Green joined the Partnership effective October 3, 2024.

The amount above reflects his annualized base salary for 2024.

See “– Summary Compensation Table” below for the salary received by Mr.

Pearl in 2023.

Pearl joined the Partnership effective August 9, 2022.

Green received $124,923 in base salary in 2024.

Long resigned from his positions as President and Chief Executive Officer of the Partnership effective October 2, 2024.

Long remained an employee of the Partnership until his retirement on December 31, 2024.

Paulsen joined the Partnership effective November 18, 2024.

The amount above reflects his annualized base salary for 2024.

Pearl received $160,000 in base salary in 2022.

Paulsen received $49,038 in base salary in 2024.

Owens’s base salary was increased to $325,000 effective October 9, 2023 in connection with his designation as principal financial officer of the Partnership.

The amount above reflects his annualized base salary for 2023 after this increase.

Owens received $300,102 in base salary in 2023.

Kimble left the Partnership effective December 6, 2024.

The amount above reflects his annualized base salary for 2024.

Kimble received $331,240 in base salary in 2024.

Annual Cash Incentive Compensation for 2024

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The Compensation Committee acts as the administrator of the Bonus Plan under the supervision of the full Board, and has the discretion to amend, modify, or terminate the Bonus Plan at any time.

In February 2024, the Compensation Committee made the determination to pay annual cash bonus awards to executives, including the NEOs, under the Bonus Plan attributable to the year ended December 31, 2023.

Although the Bonus Plan generally is based on our satisfaction of certain performance measures that were previously established for the 2023 year, the Compensation Committee retains the authority to use its business judgement to make decisions or adjustments to the Bonus Plan’s funding pool or the individual bonus awards resulting from the guidelines set forth below.

In February 2025, the Compensation Committee made the determination to pay annual cash bonus awards to executives, including certain NEOs, under the Bonus Plan attributable to the year ended December 31, 2024.

Although the funding of the Bonus Plan generally is based on our satisfaction of certain performance measures that were previously established for the 2024 year, the Compensation Committee retains the authority to use its business judgement to make decisions or adjustments to the Bonus Plan’s funding pool or the individual bonus awards resulting from the guidelines set forth below.

The Bonus Plan contains four payout factors and corresponding percentages that comprise the total annual target bonus for all eligible employees, including the NEOs (the “Annual Target Bonus Pool”), as shown in the following chart.

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Each of the Adjusted EBITDA Budget Target Payout Factor (the “Adjusted EBITDA Factor”) and the Distributable Cash Flow, or DCF, Budget Target Payout Factor (the “DCF Factor”) assign payout factors from 0% to 120% based on the percentage of the Partnership’s budgeted Adjusted EBITDA and DCF, respectively, achieved for the year, as shown in the following chart.

See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for definitions of these non-GAAP measures as well as reconciliations of each measure to its most directly comparable financial measure(s) calculated and presented in accordance with GAAP.

Adjusted EBITDA and DCF Factors

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For the 2024 year, the Compensation Committee set the Adjusted EBITDA Budget Target at $567.3 million and the DCF Budget Target at $351.0 million.

The Leverage Ratio Budget Target Payout Factor (the “Leverage Ratio Factor”) assigns payout factors based on the Partnership’s achievement of its budgeted Leverage Ratio (as defined in the Partnership’s Credit Agreement, provided that, for purposes of calculating the Leverage Ratio for the Bonus Plan, EBITDA attributable to the full plan year is used in lieu of any other time period) for the year, as shown in the following chart.

purposes of calculating the Leverage Ratio for the Bonus Plan, EBITDA attributable to the full plan year is used in lieu of any other time period) for the year, as shown in the following chart.

Leverage Ratio Factor

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In the case of the NEOs, their bonus pool targets for the 2024 year range from 50% to 130% of their respective annual base salary.

For the 2023 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for each NEO, other than Mr.

Owens, prior to the first quarter of the 2023 year, which was set as a percentage of the NEO’s base salary.

Owens’s Target Bonus was set by the Compensation Committee in October 2023.

For the 2024 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for Messrs.

Long, Owens, Scheller, Porter and Kimble prior to the first quarter of the 2024 year, which was set as a percentage of the NEO’s base salary.

The Target Bonus for Mr.

Green was set by the Compensation Committee in connection with his appointment in October 2024.

For the bonus applicable to the 2024 year, the Target Bonus, as a percentage of base salary and as a dollar amount, is reflected in the table below.

Name Percentage of Base Salary Target

Long, President and Chief Executive Officer 130 % 924,729

Clint Green, President and Chief Executive Officer 130 % 650,000 (1)

Long, Former President and Chief Executive Officer 130 % 961,718

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer — — (2)

Tracy Owens, Vice President of Finance and Chief Accounting Officer 50 % 162,500

Pearl, Former Vice President, Chief Financial Officer and Treasurer 100 % 416,000

Scheller, Vice President and Chief Operating Officer 100 % 420,000

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Porter, Vice President, General Counsel and Secretary 100 % 410,000

Kimble, Vice President, Human Resources 90 % 304,200

Kimble, Former Vice President, Human Resources 90 % 316,368

________________________

Owens’s Target Bonus was based three-quarters on his base salary of $292,632 and one-quarter on his increased base salary of $325,000.

The annual cash bonus pool targets for 2023 were based on the determination of the Compensation Committee in consultation with Meridian (other than for Mr.

Owens), and in consideration of the available compensation data and the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership.

(1) Final bonus payout for Mr.

Green was prorated based on the amount of time the NEO was employed with the Partnership during the year ended December 31, 2024.

Paulsen did not have a Target Bonus allocation for 2024.

Instead, his offer letter provided for payment of a sign-on bonus in the amount of $125,000 to be payable at the same time annual bonus awards were paid to our NEOs.

The annual cash bonus pool targets for 2024 were based on the determination of the Compensation Committee and in the case of Messrs.

Long, Owens, Scheller, Porter, and Kimble in accordance with Meridian review, and in consideration of the available compensation data and the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership.

Target Bonuses, if any, are paid within one week following delivery by our independent auditor of the audit of our financial statements for the year to which the Target Bonus relates, but in any case, no later than March 15 of the year following the year to which the Target Bonus relates.

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and (iv) a TRIR of 0.81 resulting in a Safety Bonus Pool Payout Factor of 1.00.

Based on these payout factors, the awards made pursuant to the Bonus Plan with respect to the year ended December 31, 2023 equal 100% of each NEOs Target Bonus and were as follows:

Based on these payout factors, the awards made pursuant to the Bonus Plan with respect to the year ended December 31, 2024 equal 100% of each NEO’s Target Bonus and were as follows:

Name (1) Bonus ($)

Long, President and Chief Executive Officer 924,729

Clint Green, President and Chief Executive Officer 162,500 (2)

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer — (3)

Tracy Owens, Vice President of Finance and Chief Accounting Officer 162,500

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Porter, Vice President, General Counsel and Secretary 410,000

Kimble, Vice President, Human Resources 304,200

________________________

Pearl left the Partnership prior to the payout of the Target Bonuses for the year ended December 31, 2023.

Accordingly, no bonus payment was made to Mr.

Pearl for 2023.

Owens’s Target Bonus was based three-quarters on his base salary of $292,632 and one-quarter on his base salary of $325,000.

Amounts received after October 2023 by the NEOs pursuant to the Bonus Plan are subject to certain clawback policies, and may be subject to repayment in part or in full if the Company is required to prepare an accounting restatement.

Long and Kimble left the Partnership prior to the payout of the Target Bonuses for the year ended December 31, 2024.

Accordingly, no bonus payment was made to them for 2024.

Green’s Target Bonus payout was prorated based on the amount of time he was employed with the Partnership during the year ended December 31, 2024.

Paulsen did not have a Target Bonus allocation for 2024.

Instead, his offer letter provided for payment of a sign-on bonus in the amount of $125,000 to be payable at the same time annual bonus awards were paid to our NEOs.

Amounts received on or after October 2, 2023 by the NEOs pursuant to the Bonus Plan are subject to certain clawback policies, and may be subject to repayment in part or in full if the Partnership is required to prepare an accounting restatement.

Long-Term Equity Incentive Awards

The LTIP, which has been in effect since 2013, is designed to promote our interests, as well as the interests of our unitholders, by rewarding our officers, directors, and certain of our employees for delivering desired performance results, as well as by strengthening our ability to attract, retain, and motivate qualified individuals to serve as officers, directors, and employees.

The LTIP provides for the grant, from time to time at the discretion of the Compensation Committee, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, DERs, and other common unit-based awards, although since our initial public offering in 2013, the Compensation Committee has only granted awards of phantom units with DERs under the LTIP.

As noted above, while the Partnership has historically granted awards of phantom units (“Phantom Units”), beginning in December 2024, the Partnership began granting awards of cash restricted units (“CRSUs”) together with awards of restricted units (“RSUs”).

The vesting terms of these awards and the target award levels for the 2024 RSUs and CRSUs are described below.

Long-Term Restricted Unit Awards

The LTIP is designed to promote our interests, as well as the interests of our unitholders, by rewarding our officers, directors, and certain of our employees for delivering desired performance results, as well as by strengthening our ability to attract, retain, and motivate qualified individuals to serve as officers, directors, and employees.

The Compensation Committee acts as the administrator of the LTIP.

Each phantom unit (“Phantom Unit”) represents the right to receive (as applicable) a common unit or an amount of cash equal to the fair market value of a common unit (or a combination thereof) upon the vesting of such Phantom Unit pursuant to the LTIP, the applicable award agreement thereunder (“Phantom Unit Agreement”), and as determined by the Compensation Committee in its discretion.

The outstanding, unvested Phantom Units granted under the LTIP and held by the NEOs are reflected below in “– Outstanding Equity Awards as of December 31, 2023.”

Our current Phantom Unit Agreement provides for (i) incremental vesting over five years in two tranches ((a) 60% on the third December 5 following the grant and (b) 40% on the fifth December 5 following the grant), (ii) vesting of 100% of the outstanding, unvested Phantom Units in the event of (a) a Change in Control (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”) or (b) the NEO’s death or Disability (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”), (iii) vesting of 40% of the outstanding, unvested Phantom Units if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, our General Partner, or our or its affiliates for at least 10 years (with the remaining 60% being forfeited), and (iv) vesting of 50% of the outstanding, unvested Phantom Units if the NEO voluntarily retires at or over the age 68 and has been employed by us, our General Partner, or our or its affiliates for at least 10 years (with the remaining 50% being forfeited).

The vesting of the Phantom Units are subject, in each case, to the NEO’s continued employment with us until the relevant vesting date.

The target level of annual long-term incentive awards granted in December 2023 for each of the NEOs is expressed below as a percentage of the NEO’s base salary.

In determining the level of the December 2023 grants of Phantom Units to the NEOs, the Compensation Committee, taking into account the role, contribution, skills, experience, and performance of an NEO relative to his or her peers at the Partnership, award levels within the Energy Transfer Group, and market and other data contained in the 2023 Meridian Report, determined each of the NEOs’ long-term incentive targets.

Due to the fact that determinations were made in late 2023, the base salaries used for these calculations with respect to Messrs.

Long, Scheller, Porter and Kimble were

the then-determined base salaries set for the 2024 calendar year.

The Compensation Committee granted Mr.

Owens a set amount of long-term incentive awards, based on the factors described above.

Each NEO’s December 2023 grant value is shown in the following table:

Each Phantom Unit and RSU represents the right to receive a common unit or, in the case of Phantom Units, an amount of cash equal to the fair market value of a common unit (or a combination thereof), upon the vesting of such Phantom Unit or RSU pursuant to the LTIP, the applicable award agreement thereunder (“Phantom Unit Agreement” or “Restricted Unit Agreement”, respectively), and as determined by the Compensation Committee in its discretion.

The outstanding, unvested Phantom Units and RSUs granted under the LTIP and held by the NEOs are reflected below in “– Outstanding Equity Awards as of December 31, 2024.”

Each of our current Phantom Unit Agreement and Restricted Unit Agreement provides for (i) incremental vesting over five years in two tranches ((a) 60% on the third December 5 following the grant and (b) 40% on the fifth December 5 following the grant) and (ii) vesting of 100% of the outstanding, unvested Phantom Units or RSUs in the event of (a) a Change in Control (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”) or (b) the NEO’s death or Disability (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”).

Additionally, the Phantom Unit Agreement provides for (i) vesting of 40% of the outstanding, unvested

Phantom Units if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, the General Partner, or our affiliates for at least 10 years (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units if the NEO voluntarily retires at or over the age 68 and has been employed by us, the General Partner, or our affiliates for at least 10 years (with the remaining 50% being forfeited).

The Restricted Unit Agreement similarly provides for (i) vesting of 40% of the outstanding, unvested RSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested RSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 50% being forfeited).

The vesting of the Phantom Units and RSUs are subject, in each case described above, to the NEO’s continued employment with us, the General Partner, or our affiliates until the relevant vesting date.

Cash Restricted Unit Awards

The CRU Plan was adopted by our Compensation Committee and became effective December 1, 2024.

Under the CRU Plan, our Compensation Committee, in its discretion, may grant awards of CRSUs, upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the CRU Plan.

Each CRSU entitles the award recipient to receive cash equal to the market value of one common unit upon vesting, pursuant to the applicable award agreement thereunder (“Cash Restricted Unit Agreement”).

The CRSUs do not include rights to DER cash payments.

Awards from the CRU Plan are used to incentivize and reward eligible employees over a long-term basis.

Our Cash Restricted Unit Agreement provides for (i) incremental vesting over a three-year period, with 1/3 of the CRSUs subject to the award vesting on December 5 of each year, (ii) vesting of 100% of the outstanding, unvested CRSUs in the event of (a) a Change in Control (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”) or (b) the NEO’s death or Disability (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”), (iii) vesting of 40% of the outstanding, unvested CRSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least one year (with the remaining 60% being forfeited), and (iv) vesting of 50% of the outstanding, unvested CRSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least one year (with the remaining 50% being forfeited).

The vesting of the CRSUs are subject, in each case, to the NEO’s continued employment with us until the relevant vesting date.

The target level of annual long-term incentive awards granted in 2024 for each of the NEOs is expressed below as a percentage of the NEO’s base salary.

As described above, these awards were split in 2024 based on 75% RSUs and 25% CRSUs.

In determining the level of the 2024 grants of long-term incentive awards to the NEOs, the Compensation Committee, taking into account the role, contribution, skills, experience, and performance of an NEO relative to his or her peers at the Partnership, award levels within the Energy Transfer Group, and market and other relevant data, determined each of the NEO’s long-term incentive targets.

The base salaries used for these calculations were the base salaries for the 2024 calendar year.

The Compensation Committee set a long-term incentive award target amount for Mr.

Paulsen, which were based on the factors described above, in connection with his appointment to his position in November 2024.

The long-term incentive targets are used as the basis to determine the target number of units to be awarded to the eligible participant, including the NEOs.

For 2024, the Partnership utilized a 60 trading-day trailing weighted average price of the Partnership’s common units prior to November 1, 2024 to determine the target number of units to be awarded.

The Compensation Committee set long-term incentive award target amounts for Messrs.

Green, Scheller and Porter in December 2024, which are shown in the following table:

Long-Term Incentive Target Amounts Awarded December 5, 2024

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Base Salary Grant Date Amount ($)

Long, President and Chief Executive Officer 500 % 3,698,915

Tracy Owens, Vice President of Finance and Chief Accounting Officer 62 % 200,000

Clint Green, President and Chief Executive Officer 500 % 2,500,000

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer (3) 250 % 1,668,803

Scheller, Vice President and Chief Operating Officer 200 % 840,000

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Porter, Vice President, General Counsel and Secretary 200 % 820,000

Kimble, Vice President, Human Resources 175 % 615,160

________________________

Pearl left the Partnership prior to the grant of the long-term incentive awards for 2023.

Accordingly, no long-term incentive award was granted to Mr.

Pearl for 2023.

(2) In addition to the grant awarded to Mr.

Scheller in December 2023, the Compensation Committee awarded Mr.

Scheller an LTIP award on February 17, 2023 for 18,753 Phantom Units, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027.

Under the LTIP, the Compensation Committee has the discretion to determine whether any portion of Phantom Units should be settled in cash upon vesting.

On October 27, 2023, the Compensation Committee approved the current default settlement method for Phantom Units of 50% in cash (valued based on the closing price on the NYSE of the Partnership’s common units on the date of vesting) and 50% in common units for all vesting of Phantom Units occurring during 2024.

Kimble left the Partnership, and Mr.

Long resigned from his executive offices, prior to the grant of the long-term incentive target awards for 2024.

Accordingly, no such awards were granted to Messrs.

Long or Kimble for 2024.

Owens did not receive a long-term incentive target award in December 2024.

Paulsen’s long-term incentive target amount was set at 250% of his base salary, or $1,062,500, however he also received a one-time sign-on bonus of additional long-term incentive awards, bringing the grant date value of his total award to $1,668,803.

Under the LTIP, the Compensation Committee has the discretion to determine whether any portion of awards should be settled in cash upon vesting.

The Restricted Unit Agreements do not allow for cash settlement of the RSUs.

The Phantom Unit Agreements do allow for cash settlement of the Phantom Units at the discretion of the Compensation Committee.

On December 5, 2024, the Compensation Committee approved the current default settlement method for Phantom Units of 50% in cash (valued based on the 10 day volume weighted average closing price on the NYSE of the Partnership’s common units in advance of the vesting date) and 50% in common units for all vesting of Phantom Units occurring during 2025.

However, the Compensation Committee has also specified that employees may elect to decrease the percentage of this cash settlement.

If an employee affirmatively requests in writing that the percentage of cash settlement be set at a specific amount that is less than 50% (and such employee agrees to pay out of his or her own funds the amount of any required federal withholding to the extent that the cash portion is insufficient for the Partnership to withhold and pay such amounts on the employee’s behalf), the Compensation Committee approves in advance such lesser cash settlement percentage.

Each award of Phantom Unit granted to an employee, including the NEOs, is granted in tandem with a corresponding award of DERs, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (a) the number of Phantom Units granted under such award to the grantee that remain outstanding and unvested as of the record date for the distribution on the Partnership’s common units for such quarter and (b) the quarterly distribution with respect to the Partnership’s common units.

Awards granted pursuant to the LTIP are subject to certain clawback features, and the award may not vest or settle if we determine that the recipient committed certain acts of misconduct, as more particularly described in the LTIP.

Retention Phantom Unit Awards

In each of 2018 and 2019, the Compensation Committee approved an additional grant of Phantom Units to Mr.

Long in recognition of the importance of Mr.

Long to the Partnership’s long-term success and to encourage his retention by providing additional time-based compensation.

These Phantom Units are referred to as “Retention Units” and were issued pursuant to Retention Phantom Unit Agreements entered into between our General Partner and Mr.

Long on the grant date of the award (the “Retention Agreements”).

The Compensation Committee has not awarded any Retention Units to our NEOs subsequent to 2019.

The Retention Units vest incrementally, with 60% of the Retention Units vesting on the third December 5 following the grant and 40% on the fifth December 5 following the grant.

The Retention Agreements also provide for the vesting of 100% of the then-unvested Retention Units upon (i) Mr.

Long’s termination of employment without Cause or for Good Reason (each as defined in the Retention Agreement and set forth below under “Potential Payments upon Termination or Change in Control”), (ii) a Change in Control (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”), or (iii) Mr.

Long’s death or Disability (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”).

In addition, Mr.

Long’s Retention Agreements provide for vesting of 40% of the outstanding, unvested Phantom Units if Mr.

Long voluntarily retires at age 65 or older and has been employed by us, our General Partner, or our or its affiliates for at least 10 years (with the remaining 60% being forfeited).

The vesting of the Retention Units are subject, in each case, to Mr.

Long’s continued employment with us until the relevant vesting date.

In accordance with the foregoing vesting schedule, as of December 31, 2023, the Retention Units granted to Mr.

Long in 2018 were fully vested.

For additional information regarding the remaining Retention Agreement, please see “– Potential Payments upon Termination or Change in Control-Retention Phantom Unit Agreement” below.

Each award of RSUs and Phantom Units granted to an employee, including the NEOs, is granted in tandem with a corresponding award of DERs, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (a) the number of RSUs and Phantom Units granted under such award to the grantee that remain outstanding and unvested as of the record date for the distribution on the Partnership’s common units for such quarter and (b) the quarterly distribution with respect to the Partnership’s common units.

The CRSUs are not granted with a corresponding DER.

The Phantom Units are granted pursuant to the LTIP are subject to certain clawback features, and the award may not vest or settle if we determine that the recipient committed certain acts of misconduct, as more particularly described in the LTIP.

Benefit Plans and Perquisites

We provide the NEOs with certain other benefits and perquisites, which we do not consider to be a significant component of our overall executive compensation program, but which we recognize as an important factor in attracting and retaining talented executives.

The NEOs are eligible under the same plans as all other employees with respect to our (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”).

In addition, we currently provide one or more NEOs with an annual automobile allowance and club memberships.

The NEOs are eligible under the same plans as all other employees with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”).

In addition, we have provided one or more NEOs with an annual automobile allowance and club memberships.

The Compensation Committee has determined it is appropriate to offer these perquisites in order to provide compensation opportunities competitive with those offered by similarly situated public companies.

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The value of personal benefits and perquisites we provided to each of the NEOs in 2024 is set forth below in “– Summary Compensation Table.”

Sign-On Bonus

The Compensation Committee granted Mr.

Paulsen a one-time signing bonus consisting of (i) $125,000, to be paid in cash at the same time as other awards under the Bonus Plan and (ii) a one-time special sign on award of 75,000 units (split 75% RSUs and 25% CRSUs).

Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “Energy Transfer NQDC Plan”)

As part of our shared services integration with Energy Transfer, beginning in 2025 our NEOs, along with certain other highly compensated employees, are eligible to participate in Energy Transfer’s deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom or restricted unit distribution equivalent income until retirement, termination of employment or other designated distribution event.

Each year under the Energy Transfer NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom or restricted unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year.

Pursuant to the Energy Transfer NQDC Plan, Energy Transfer may make annual discretionary matching contributions to participants’ accounts;

however, Energy Transfer has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts.

All amounts credited under the Energy Transfer NQDC Plan (other than discretionary credits) are immediately 100% vested.

Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.

Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events.

Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date.

Upon a change in control (as defined in the Energy Transfer NQDC Plan) of Energy Transfer, all Energy Transfer NQDC Plan accounts are immediately vested in full.

However, distributions are not accelerated and, instead, are made in accordance with the Energy Transfer NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement.

Employment Agreements

Each of Messrs.

Porter and Kimble is party to an employment agreement with us (together, the “Employment Agreements”), each of which has been extended on a year-to-year basis and will be automatically extended for successive twelve-month periods unless either party delivers written notice to the other at least 90 days prior to the end of the current employment term.

Porter is, and prior to his departure Mr.

Kimble was, party to an employment agreement with us (together, the “Employment Agreements”).

Porter’s Employment Agreement has been extended on a year-to-year basis and will be automatically extended for successive twelve-month periods unless either party delivers written notice to the other at least 90 days prior to the end of the current employment term.

Please see the description of the Employment Agreements under “Potential Payments upon Termination or Change in Control” for further details on the terms of the Employment Agreements.

Separation Agreement

Pearl resigned from his positions on October 5, 2023.

In recognition of his service and contributions to the Partnership, the Compensation Committee approved a separation payment of $500,000 (the “Separation Payment”) to Mr.

The Separation Payment was paid in a lump sum and was contingent upon Mr.

Pearl’s execution of a Separation and Restrictive Covenant Agreement and Full Release and Waiver of Claims pursuant to which he released all claims against us, and which provides for certain non-disparagement and confidentiality obligations.

Separation Agreements

Long retired from the Partnership effective December 31, 2024, and prior to that resigned from his position as President and CEO effective October 2, 2024.

In recognition of his service and contributions to the Partnership, the Compensation Committee approved the following items to be paid or issued to Mr.

Long (the “Long Separation Package”) pursuant to a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Long Separation Agreement”):

(i) a lump-sum separation payment of $962,000, (ii) accelerated vesting of 509,974 Phantom Units of the Partnership, (iii) a lump-sum payment equal to 24 months of health-insurance coverage under the Partnership’s health insurance plan and (iv) a lump-sum payment of $25,000 upon execution of a supplemental release.

The separation payment and health insurance premiums were paid after the effective date of the Long Separation Agreement.

The supplemental release payment will be paid following execution of a supplemental release at the end of the term of Mr.

Long’s Consulting Agreement (described below).

A portion of the Phantom Units, consisting of 305,984 of the total 509,974 Phantom Units, vested after the effective date of the Long Separation Agreement, of which Mr.

Long had the option to settle up to 50% in cash.

The vesting of the remaining 203,990 Phantom Units, together with any accrued DERs on such Phantom Units, is delayed in accordance with Section 409A of the Internal Revenue Code (the “Code”), and will vest on July 1, 2025.

The Long Separation Package was contingent upon Mr.

Long’s execution of, and remains subject to his compliance with, the Long Separation Agreement, pursuant to which he released all claims against us, and which provides for certain non-disparagement, non-solicit, and confidentiality obligations.

In addition, our General Partner and Mr.

Long have entered into a consulting agreement (the “Consulting Agreement”) for a period of one year commencing on January 1, 2025.

Pursuant to the terms of the Consulting Agreement, in exchange for providing consulting and advisory services to the Partnership and complying with the terms of the Consulting Agreement, including certain non-competition and non-solicitation covenants incorporated by reference in the Long Separation Agreement, Mr.

Long will receive a total of $740,000, paid monthly in arrears.

As an independent contractor, Mr.

Long will not be entitled to participate in or receive any benefit or right as a company employee under the employee benefit plans of the Partnership.

Kimble’s employment with the Partnership was terminated effective December 6, 2024.

In recognition of his service and contributions to the Partnership, and generally consistent with the terms of Mr.

Kimble’s Employment Agreement, the Compensation Committee approved the following amounts to be paid to Mr.

(i) a separation payment of $972,088, (ii) a lump-sum equal to his earned but unused paid time off, and (iii) a lump-sum equal to 24 months of health-insurance coverage under the Partnership’s health insurance plan (collectively, the “Kimble Separation Payment”).

The Kimble Separation Payment was contingent upon Mr.

Kimble’s execution of, and remains subject to his compliance with, a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Kimble Separation Agreement”) pursuant to which he released all claims against us, and which provides for certain non-disparagement, non-solicit, and confidentiality obligations.

The Kimble Separation Payment will be paid in a lump sum six months after the effective date of the Kimble Separation Agreement, in accordance with Section 409A of the Code.

Risk Assessment Related to Our Compensation Structure

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Furthermore, all business groups and employees receive similar compensation components of base pay and short-term incentives.

We typically offer long-term equity incentives to employees at the director level or above, and we use Phantom Units rather than unit options for these equity awards because Phantom Units retain value even in a depressed market, so employees are less likely to take unreasonable risks to get or keep options “in-the-money.” Finally, the time-based vesting pursuant to our Phantom Unit agreement over three to five years for our currently outstanding long-term incentive awards ensures that our employees’ interests align with those of our unitholders with respect to our long-term performance.

We typically offer long-term equity incentives to employees at the director level or above, and we use RSUs, Phantom Units and CRSUs rather than unit options for these equity awards because these awards retain value even in a

depressed market, so employees are less likely to take unreasonable risks to get or keep options “in-the-money.” Finally, the time-based vesting pursuant to our RSU and Phantom Unit agreements over three to five years, and our time-based vesting pursuant to our CRSU agreement over three years, ensures that our employees’ interests align with those of our unitholders with respect to our long-term performance.

Accounting and Tax Considerations

We account for the equity compensation expense for equity awards granted under our LTIP in accordance with GAAP, which requires us to estimate and record an expense for each equity award over the vesting period of the award.

For employees, Phantom Units are accounted for as a liability and are re-measured at fair value at the end of each reporting period using the market price of the Partnership’s common units.

Phantom Units granted to independent directors do not have a cash settlement option;

therefore, we account for these awards as equity.

For employees, Phantom Units with a cash settlement option and CRSUs are accounted for as a liability and are re-measured at fair value at the end of each reporting period using the market price of the Partnership’s common units.

RSUs without a cash settlement option, as well as Phantom Units granted to outside directors without a cash settlement option, are accounted for as equity.

During the requisite service period, compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date.

Because we are a master limited partnership and the General Partner is a limited liability company, section 162(m) of the Internal Revenue Code (the “Code”), which generally precludes public corporations (as defined pursuant to regulations issued under section 162(m)) from taking a tax deduction for individual compensation to certain of its executive officers in excess of $1 million, does not apply to the compensation paid to the NEOs and, accordingly, the Compensation Committee did not consider its impact in making the compensation recommendations discussed above.

Because we are a master limited partnership and the General Partner is a limited liability company, section 162(m) of the Code, which generally precludes public corporations (as defined pursuant to regulations issued under section 162(m)) from taking a tax deduction for individual compensation to certain of its executive officers in excess of $1 million, does not apply to the compensation paid to the NEOs and, accordingly, the Compensation Committee did not consider its impact in making the compensation recommendations discussed above.

Compensation Committee Interlocks and Insider Participation

We do not have any Compensation Committee interlocks.

Joyce, Smith, and Waldheim are the only members of the Compensation Committee, and during 2023 neither Mr.

Joyce nor Mr.

Smith nor Mr.

In addition, neither Mr.

Joyce nor Mr.

Smith nor Mr.

Waldheim is a former employee of Energy Transfer or any of its affiliates.

Joyce, Waldheim and Wortham are the only members of the Compensation Committee as of February 6, 2024.

Our former director, Mr.

Brett Smith, also served on the Compensation Committee at the beginning of 2024.

During 2024, none of Messrs.

Joyce, Waldheim, Wortham, or Smith was an officer or employee of Energy Transfer or any of its affiliates, including us, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.

Compensation Committee Report

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($) (3) Total ($)

2023 711,330 — 3,698,902 924,729 1,699,814 7,034,775

Clint Green 2024 124,923 — 2,607,876 162,500 4,154 (9) 2,899,453

President and Chief Executive Officer

2024 745,474 — 7,019,282 (5) — 2,531,169 (6) 10,295,925

Former President and Chief Executive Officer 2023 711,330 — 3,698,902 924,729 1,699,814 7,034,775

2022 683,972 — 3,556,634 854,965 1,556,768 6,652,339

Christopher M.

Paulsen 2024 52,308 125,000 (4) 1,740,750 — — 1,918,058

Vice President, Chief Financial Officer and Treasurer

Tracy Owens 2024 327,575 — — 162,500 91,136 581,211

Vice President of Finance and Chief Accounting Officer 2023 300,102 — 199,990 150,362 95,091 745,545

Pearl 2023 320,000 — — — 634,437 954,437

Former Vice President, Chief Financial Officer and Treasurer 2022 160,000 — 1,335,984 158,904 14,991 1,669,879

Scheller 2024 423,328 — 876,178 420,000 389,865 2,109,371

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2024 331,240 — — — 1,345,813 (7) 1,677,053

Vice President, Human Resources 2022 325,000 9,750 591,496 292,500 298,908 1,517,654

Former Vice President, Human Resources 2023 338,000 — 615,159 304,200 324,521 1,581,880

2022 325,000 9,750 (8) 591,496 292,500 298,908 1,517,654

________________________

(1) In 2022, Mr.

Kimble was granted a one-time lump sum payment of $9,750 by the Compensation Committee.

(2) The Phantom Unit values reflect the aggregate grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, disregarding the estimated likelihood of forfeitures.

(1) Equity award amounts reflect the aggregate grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, disregarding the estimated likelihood of forfeitures.

For a discussion of the assumptions utilized in determining the fair value of these awards, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”.

Although the CRSU awards may only be settled in cash, they are based upon the value of USAC common units and are accounted for as equity awards within these compensation tables.

(2) Represents the awards earned under the Bonus Plan for each of the NEOs.

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Name DERs Automobile Allowance Employer 401(k) Contributions Club Membership Dues Parking

Green $ — — $ 4,154 — $ 0

$ 1,476,781 $ 18,001 $ 17,250 $ 18,013 $ 9,186

Paulsen $ — — $ — — $ 0

Owens $ 74,168 — $ 15,500 — $ 1,468

Pearl $ 115,249 — $ 16,000 — $ 3,188

Scheller $ 371,641 — $ 17,250 — $ 974

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$ 270,268 — $ 16,562 — $ 3,263

Pearl left the Partnership effective October 5, 2023.

In connection with his departure, he received a separation payment of $500,000.

We have included distribution payments in connection with distribution equivalent rights on unvested Phantom Unit awards.

See notes (6) and (7) below for additional amounts included for Messrs.

Long and Kimble, respectively.

See note (9) below regarding certain benefits provided to Mr.

Green during 2024.

(4) In 2024, Mr.

Paulsen received a one-time cash signing bonus of $125,000, which will be paid at the same time as the bonus amounts under the Bonus Plan.

Long retired from the Partnership on December 31, 2024.

Pursuant to the Long Separation Agreement and subject to certain covenants contained therein, 100% of his unvested Phantom Units vested or will vest in connection with his retirement.

Under the terms of Mr.

Long’s award agreements for these Phantom Units, which were granted in previous years, 40% of these Phantom Units would vest upon his retirement.

The value reported reflects the incremental value associated with modifications to his outstanding Phantom Unit awards in connection with his retirement and with respect to the accelerated vesting of the remaining 60% of these Phantom Units.

See Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data” for a discussion of the relevant assumptions used in calculating these amounts pursuant to FASB ASC Topic 718.

(6) In connection with Mr.

Long’s retirement, he received a separation payment of $991,938 under the terms of the Long Separation Agreement.

The incremental value of his accelerated Phantom Units is reported in the “Equity Awards” column and is not included in this amount.

Additionally, the value of the vested Phantom Units Mr.

Long was entitled to upon his retirement is not reported in this Summary Compensation Table, as this value was reflected as compensation in the summary compensation tables for the years in which each such award was granted.

Kimble left the Partnership on December 6, 2024.

In connection with his departure, he will receive a separation payment of $1,055,720 under the terms of the Kimble Separation Agreement.

(8) In 2022, Mr.

Kimble was granted a one-time lump sum payment of $9,750 by the Compensation Committee.

(9) For administrative reasons, in 2024 Mr.

Green remained on Energy Transfer’s employee plans with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under Section 401(k) of the Code.

As part of the shared services model, all USAC employees moved to these Energy Transfer employee plans beginning in 2025.

As these benefits were offered to all employees of Energy Transfer during 2024 and to all employees of USAC beginning in 2025, we do not classify these benefits as perquisites.

Grants of Plan-Based Awards during the Year Ended December 31, 2024

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Target ($) Maximum ($)

Long 2/10/2023 924,729 1,091,180

Clint Green 10/2/2024 650,000 767,000

President and Chief Executive Officer 12/5/2024 12/5/2024 84,270 (2) 1,955,907

12/5/2024 12/5/2024 28,090 (3) 651,969

Long 2/9/2024 961,718 1,134,827

Former President and Chief Executive Officer 10/2/2024 10/2/2024 305,984 (4) 7,019,282

Christopher M.

Paulsen (5) 12/5/2024 12/5/2024 56,250 (2) 1,305,563

Vice President, Chief Financial Officer and Treasurer 12/5/2024 12/5/2024 18,750 (3) 435,188

Tracy Owens 2/9/2024 162,500 191,750

Vice President of Finance and Chief Accounting Officer

Pearl 2/10/2023 416,000 490,880

Former Vice President, Chief Financial Officer and Treasurer

Scheller 2/9/2024 420,000 495,600

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Vice President, General Counsel and Secretary 12/5/2024 12/5/2024 27,640 (2) 641,524

12/5/2024 12/5/2024 9,210 (3) 213,764

Kimble 2/9/2024 316,368 373,314

Vice President, Human Resources 12/5/2023 10/27/2023 26,244 615,159

Former Vice President, Human Resources

________________________

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The potential payout pursuant to these awards could be zero, thus we have not reflected a threshold amount in the table above.

Actual amounts earned for 2023 have been reflected within the Summary Compensation Table above.

(2) The Phantom Units granted to our NEOs on December 5, 2023 were granted pursuant to our LTIP and will vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028.

The Phantom Units granted to Mr.

Scheller on February 17, 2023 were granted pursuant to our LTIP and will vest incrementally, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027.

All these Phantom Units will also vest in full upon a Change in Control (as defined in the LTIP) or the death or Disability (as defined in the LTIP) of the NEO.

If the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our or its

affiliates for at least 10 years, 50% of his then-unvested Phantom Units granted in 2023 will be forfeited, and the remainder will vest, at the time of retirement.

(3) The Phantom Units granted to our NEOs on December 5, 2023, and to Mr.

Scheller on February 17, 2023, were granted in tandem with a corresponding DER.

Actual amounts earned for 2024 have been reflected within the Summary Compensation Table above, which was prorated for Mr.

Green based on the amount of time he was employed with the Partnership during 2024.

(2) The RSUs granted to our NEOs on December 5, 2024 were granted pursuant to our LTIP and will vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029.

All these RSUs will also vest in full upon a Change in Control (as defined in the LTIP) or the death or Disability (as defined in the LTIP) of the NEO.

If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his then-unvested RSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement.

If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his then-unvested RSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement.

The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.

The RSUs granted to our NEOs on December 5, 2024 were granted in tandem with a corresponding DER.

(3) The CRSUs granted to our NEOs on December 5, 2024 were granted pursuant to our CRU Plan and will vest over a three-year period with 1/3 of the CRSUs vesting annually beginning on December 5, 2025.

All these CRSUs will also vest in full upon a Change in Control (as defined in the CRU Plan) or the death or Disability (as defined in the CRU Plan) of the NEO.

If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his then-unvested CRSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement.

If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his then-

unvested CRSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement.

The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.

Long retired from the Partnership on December 31, 2024.

Pursuant to the Long Separation Agreement and subject to certain covenants contained therein, 100% of his unvested Phantom Units vested or will vest in connection with his retirement.

Under the terms of Mr.

Long’s award agreements for these Phantom Units, which were granted in previous years, 40% of these Phantom Units would vest upon his retirement.

(5) In lieu of an annual bonus award under our Bonus Plan, Mr.

Paulsen received a one-time cash signing bonus of $125,000, which will be paid at the same time as the bonus amounts under the Bonus Plan.

The Compensation Committee approved Mr.

Paulsen’s long-term equity incentive award target in connection with his appointment in November 2024, however in December 2024 it granted Mr.

Paulsen the option to elect a 75% RSU and 25% CRSU split, consistent with the other NEOs.

(6) The reported grant date fair value of unit awards was calculated by multiplying the closing price of the Partnership’s common units on the grant date by the number of units granted, as required by FASB ASC Topic 718.

The closing price of the Partnership’s common units was $20.53 on February 17, 2023, and $23.44 on December 5, 2023.

The closing price of the Partnership’s common units was $22.94 on October 2, 2024 and $23.21 on December 5, 2024.

Outstanding Equity Awards as of December 31, 2024

The following table provides information regarding Phantom Units granted to the NEOs pursuant to the LTIP in each of the years ended December 31, 2019, 2020, 2021, 2022 and 2023 that were outstanding as of December 31, 2023, as well as the scheduled vesting schedule for each outstanding award.

Potential acceleration events or change in control treatment for the Phantom Units are described below in the section titled “Potential Payments upon Termination or Change in Control.” None of the NEOs held any outstanding option awards as of December 31, 2023.

Name (8) Number of Outstanding Phantom Units

(#) Market Value of Outstanding Phantom Units

Long, President and Chief Executive Officer

2019 Grants 83,527 (1)(2) 1,906,921

The following table provides information regarding Phantom Units and RSUs granted to the NEOs pursuant to the LTIP, and CRSUs granted pursuant to the CRU Plan, in each of the years ended December 31, 2020, 2021, 2022, 2023 and 2024 that were outstanding as of December 31, 2024, as well as the scheduled vesting schedule for each outstanding award.

Potential acceleration events or change in control treatment for these awards are described below in the section titled “Potential Payments upon Termination or Change in Control.” None of the NEOs held any outstanding option awards as of December 31, 2024.

Name (8) Number of Outstanding Unit Awards

(#) Market Value of Outstanding Unit Awards

Clint Green, President and Chief Executive Officer

2024 RSU Grant 84,270 (6) 1,985,401

2024 CRSU Grant 28,090 (7) 661,800

Long, Former President and Chief Executive Officer (9)

2020 Grant 85,408 (1) 2,012,212

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2023 Grant 157,803 (4) 3,717,839

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer

2024 RSU Grant 56,250 (6) 1,325,250

2024 CRSU Grant 18,750 (7) 441,750

Tracy Owens, Vice President of Finance and Chief Accounting Officer

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2023 Grant 8,532 (4) 201,014

2023 Grant 8,532 (6) 194,786

Scheller, Vice President and Chief Operating Officer

2 unchanged sentences

2022 Grant 41,916 (3) 987,541

2022 Grant 41,916 (5) 956,942

2023 February Grant 18,753 (5) 441,821

2023 Grant 35,836 (4) 844,296

2024 RSU Grant 28,310 (6) 666,984

2024 CRSU Grant 9,440 (7) 222,406

Christopher W.

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2023 Grant 34,982 (4) 824,176

2023 Grant 34,982 (6) 798,639

Kimble, Vice President, Human Resources

2019 Grant 13,951 (2) 318,501

2020 Grant 18,287 (3) 417,492

2021 Grant 38,018 (4) 867,951

2022 Grant 32,199 (5) 735,103

2023 Grant 26,244 (6) 599,151

2024 RSU Grant 27,640 (6) 651,198

2024 CRSU Grant 9,210 (7) 216,988

________________________

(1) On December 5, 2019, Mr.

Long received a grant of 41,764 Retention Units pursuant to the LTIP and a Retention Agreement, of which 16,705 remain unvested as of December 31, 2023.

These remaining unvested Retention Units will vest on December 5, 2024.

(1) Includes Phantom Units granted pursuant to the LTIP on December 5, 2020, to the following NEOs, of which the following remain unvested as of December 31, 2024:

1 unchanged sentence

Owens – 4,822;

Scheller – 12,578;

Scheller – 19,694 and Mr.

Porter – 18,568.

Kimble – 13,951.

These remaining unvested Phantom Units will vest on December 5, 2024.

These remaining unvested Phantom Units will vest on December 5, 2025, subject to the terms of the award agreement.

(2) Includes Phantom Units granted pursuant to the LTIP on December 5, 2021, to the following NEOs, of which the following remain unvested as of December 31, 2024:

1 unchanged sentence

Owens – 4,010;

Scheller – 19,694;

Scheller – 19,278 and Mr.

Porter – 19,251.

Kimble – 18,287.

These remaining unvested Phantom Units will vest on December 5, 2025.

These remaining unvested Phantom Units will vest on December 5, 2026, subject to the terms of the award agreement.

(3) Includes Phantom Units granted pursuant to the LTIP on December 5, 2022, to the NEOs as follows:

1 unchanged sentence

Owens – 8,165;

Scheller – 48,195;

Scheller – 41,916 and Mr.

Porter – 40,762.

Kimble – 38,018.

The Phantom Units granted on December 5, 2021, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2024, and the remaining 40% of the Phantom Units vesting on December 5, 2026.

The Phantom Units granted on December 5, 2022, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027, subject to the terms of the award agreement.

(4) Includes Phantom Units granted pursuant to the LTIP on December 5, 2023, to the NEOs as follows:

1 unchanged sentence

Owens – 8,532;

Scheller – 41,916;

Scheller – 35,836 and Mr.

Porter – 34,982.

Kimble – 32,199.

The Phantom Units granted on December 5, 2022, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027.

(6) Includes Phantom Units granted pursuant to the LTIP on December 5, 2023, to the NEOs as follows:

Long – 157,803;

Owens – 8,532;

The Phantom Units granted on December 5, 2023, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028, subject to the terms of the award agreement.

Scheller was awarded an LTIP award on February 17, 2023 for 18,753 Phantom Units, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027, subject to the terms of the award agreement.

(6) Includes RSUs granted pursuant to the LTIP on December 5, 2024, to the NEOs as follows:

Green – 84,270;

Paulsen – 56,250;

Scheller – 28,310;

Porter – 27,640.

Kimble – 26,244.

The Phantom Units granted on December 5, 2023, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028.

Pearl left the Partnership effective October 5, 2023, at which time Mr.

Pearl’s unvested equity awards were forfeited.

(9) The market value of Phantom Units is calculated by multiplying $22.83, the closing price of the Partnership’s common units on December 29, 2023, the last trading day of 2023, by the number of Phantom Units outstanding.

The RSUs granted on December 5, 2024, vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the Phantom Units vesting on December 5, 2029, subject to the terms of the award agreement.

(7) Includes CRSUs granted pursuant to the CRU Plan on December 5, 2024, to the NEOs as follows:

Green – 28,090;

Paulsen –18,750;

Scheller – 9,440;

Porter – 9,210 CRSUs.

The CRSUs granted on December 5, 2024 vest 1/3 on each of December 5, 2025, 2026 and 2027, subject to the terms of the award agreement.

Kimble left the Partnership effective December 6, 2024, at which time Mr.

Kimble’s unvested equity awards were forfeited.

Long retired from the Partnership on December 31, 2024.

Pursuant to the Long Separation Agreement, following execution of such agreement and the expiration of a seven (7) day revocation period, 305,984 of Mr.

Long’s Phantom Units vested.

The remaining 203,990 Phantom Units, together with any accrued DERs on such unvested common units, are subject to delayed vesting in accordance with Section 409A of the Code, and will vest on July 1, 2025, subject to the terms of the Long Separation Agreement.

(10) The market value of the Phantom Units, RSUs and CRSUs are calculated by multiplying $23.56, the closing price of the Partnership’s common units on December 31, 2024 by the number of Phantom Units, RSUs or CRSUs outstanding.

Units Vested During the Year Ended December 31, 2024

The following table provides information regarding the vesting of Phantom Units held by the NEOs during 2024.

No RSUs or CRSUs vested during 2024.

There are no options outstanding on the Partnership’s common units.

1 unchanged sentence

(#) Value Realized on Vesting

Long, President and Chief Executive Officer 234,861 (1) 5,505,142

Long, Former President and Chief Executive Officer 193,255 (1) 4,485,449

Tracy Owens, Vice President of Finance and Chief Accounting Officer 9,789 (2) 227,203

Pearl, Former Vice President, Chief Financial Officer and Treasurer — —

Scheller, Vice President and Chief Operating Officer 41,495 (3) 963,099

1 unchanged sentence

Porter, Vice President, General Counsel and Secretary 41,556 (4) 964,515

Kimble, Vice President, Human Resources 42,202 (5) 989,215

Kimble, Former Vice President, Human Resources 36,762 (5) 853,246

________________________

1 unchanged sentence

The remaining 96,627 vested Phantom Units were settled in our common units following such cash settlement.

Additionally, pursuant to the Long Separation Agreement, following execution of such agreement and the expiration of a seven (7) day revocation period, which occurred after December 31, 2024, 305,984 of Mr.

Long’s Phantom Units vested, which Mr.

Long settled approximately 30% in cash in the amount of $2,142,794 (before taxes).

The remaining 214,188 vested Phantom Units were settled in our common units following such cash settlement.

The vesting of the remaining 203,990 Phantom Units, together with any accrued DERs on such unvested common units, is delayed in accordance with Section 409A of the Code, and will vest on July 1, 2025, subject to the terms of the Long Separation Agreement.

Owens settled approximately 50% of his newly vested Phantom Units in cash in the amount of $113,613 (before taxes), which cash settlement was reported as a disposition of those Phantom Units.

8 unchanged sentences

Potential Payments upon Termination or Change in Control

The NEOs are entitled to severance payments and/or other benefits upon certain terminations of employment and, in certain cases, in connection with a Change in Control (as defined in the LTIP and as described below) of the General Partner.

All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document.

Retention Phantom Unit Agreement

On December 5, 2019, Mr.

Long entered into a Retention Agreement providing for a grant of Retention Units that vest incrementally, with 60% of the Retention Units vesting on December 5, 2022, and 40% of the Retention Units vesting on December 5, 2024.

For the purposes of the following description, the “Company” means USA Compression GP, LLC.

The Retention Agreement provides for the vesting of 100% of the then-unvested Retention Units upon (i) Mr.

Long’s termination of employment by the Company without Cause or for separation by Mr.

Long for Good Reason (each as defined in the Retention Agreement and described below), (ii) a Change in Control (as defined under the LTIP and as described below), or (iii) Mr.

Long’s death or Disability (as defined under the LTIP and as described below).

In the event of Mr.

Long’s termination of employment by the Company without Cause or separation by Mr.

Long for Good Reason, provided that Mr.

Long executes and does not revoke a general release and waiver of claims, Mr.

Long will also be entitled to a severance payment intended to capture the value of future distributions associated with Retention Units forfeited for tax withholding purposes upon vesting (the “Release Payment”).

Pursuant to the terms of Mr.

Long’s Retention Agreement, upon Mr.

Long’s termination of employment due to voluntary retirement, provided that Mr.

Long is at least 65 years of age at the time of such retirement and has been employed by the Company, the Partnership or their Affiliates for at least 10 years, 40% of his then-outstanding, unvested Retention Units will receive accelerated vesting and the remaining 60% will automatically be forfeited at the time of his retirement.

As used in the Retention Agreement, “Cause” means (1) the commission by Mr.

Long of a criminal or other act that involves dishonesty, misrepresentation or moral turpitude;

(2) engagement by Mr.

Long in any willful or deliberate misconduct which causes or is reasonably likely to cause economic damage to the Company, the Partnership or any of its and their subsidiaries or injury to the business reputation of the Company, the Partnership or its or their subsidiaries;

(3) engagement in any dishonest or fraudulent conduct by Mr.

Long in the performance of Mr.

Long’s duties on behalf of the Company, the Partnership or its or their subsidiaries, including, without limitation, the theft or misappropriation of funds or the disclosure of confidential or proprietary information;

(4) a knowing breach by Mr.

Long of any fiduciary duty applicable to Mr.

Long in performance of Mr.

Long’s duties as contained in the organizational documents of the Company, the Partnership or any of its or their subsidiaries;

(5) the continuing failure or refusal of Mr.

Long to satisfactorily perform the essential duties of Mr.

Long for the Company;

(6) improper conduct materially prejudicial to the business of the Company, the Partnership or any of its or their subsidiaries;

(7) the material disregard or violation by Mr.

Long of any policy or procedure of the Company;

or (8) any other conduct materially detrimental (as determined in the sole reasonable judgment of the Company) to the Company’s, the Partnership’s or its or their subsidiaries’ business.

With respect to a termination for Cause pursuant to clauses (5), (6), (7), and (8) above, such termination will not be considered for Cause unless Mr.

Long has been given written notice specifying in detail the conduct that allegedly constitutes grounds to terminate for Cause and an opportunity for 30 days after receipt of such notice to cure such grounds, if curable.

Termination for Cause under clauses (1), (2), (3), or (4) above cannot be cured by the individual and no such notice to cure will be delivered.

“Good Reason” is defined under the Retention Agreement as the occurrence, during the Restricted Period (as defined in the Retention Agreement) and without Mr.

Long’s prior written consent, of any one or more of the following:

(1) a material reduction in Mr.

Long’s current title;

(2) a more than 10% reduction by the Company in Mr.

Long’s rate of annual base salary, annual bonus target or annual long-term incentive target, each determined as of the grant date;

(3) a material diminution in Mr.

Long’s authority, duties, reporting relationship or responsibilities that is inconsistent in a material and adverse respect with Mr.

Long’s authority, duties, reporting relationship or responsibilities with the Partnership on the grant date, provided that such material diminution is also accompanied with any associated reduction in Mr.

Long’s annual base salary, annual bonus target or annual long-term incentive target, determined based on Mr.

Long’s highest annual base salary, annual bonus target or annual long-term incentive target during the most recent 365-day period prior to the date the change described in this clause (3) occurs;

or (4) a change of 50 miles or more in the geographic location of Mr.

Long’s principal place of employment as of the grant date.

For any resignation to be treated as based on “Good Reason” under the Retention Agreement, the following must occur:

Long must provide written notice to the Company of the existence of the Good Reason condition within a period not to exceed 30 days of the initial existence of the condition;

(y) the Company shall have not less than 30 days following its receipt of such during which it may remedy the condition;

Long’s termination of employment must occur within the 90 day period after the initial existence of the condition specified in such notice.

Further, no act or omission shall be “Good Reason” if Mr.

Long has consented in writing to such act or omission.

Employment Agreements

As previously noted, each of Messrs.

Porter and Kimble is party to an Employment Agreement providing for certain payments and benefits upon certain terminations of employment.

Porter and Kimble is or was party to an Employment Agreement providing for certain payments and benefits upon certain terminations of employment.

For the purposes of the following description, the “Company” means USAC Management with respect to Messrs.

26 unchanged sentences

The determination of Disability will be made by a physician selected by the NEO and acceptable to the Company or its insurers.

Change in Control Benefits – LTIP

On November 1, 2018, the Compensation Committee adopted the Phantom Unit Agreement, which (i) provides for incremental vesting of Phantom Units over five years (60% on the third December 5 following the grant and 40% on the fifth December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested Phantom Units in the event of (a) a Change in Control (as defined under the LTIP and set forth below) or (b) the death or Disability of the NEO.

Also, under the Phantom Unit Agreement, if the NEO has been employed by the Company, the Partnership, or their Affiliates for at least 10 years and is at least 65 at the time of his voluntary retirement, 60% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement.

If the NEO has been employed by the Company, the Partnership or their Affiliates for at least 10 years and is at or over age 68 at the time of his voluntary retirement, 50% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement.

Vesting and Change in Control Benefits – LTIP

On November 1, 2018, the Compensation Committee adopted the Phantom Unit Agreement, and on December 5, 2024 the Compensation Committee adopted the Restricted Unit Agreement (the “LTIP Agreements”).

The LTIP Agreements (i) provide for incremental vesting of Phantom Units and RSUs over five years (60% on the third December 5 following the grant and 40% on the fifth December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested Phantom Units and RSUs in the event of (a) a Change in Control (as defined under the LTIP and set forth below) or (b) the death or Disability of the NEO.

Additionally, the Phantom Unit Agreement provides for (i) vesting of 40% of the outstanding, unvested Phantom Units if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, the Company, or our affiliates for at least 10 years (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units if the NEO voluntarily retires at or over the age 68 and has been employed by us, the Company or our affiliates for at least 10 years (with the remaining 50% being forfeited).

The Restricted Unit Agreement similarly provides for (i) vesting of 40% of the outstanding, unvested RSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the Company, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested RSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the Company, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 50% being forfeited).

The vesting of the Phantom Units and RSUs are subject, in each case described above, to the NEO’s continued employment with us, the Company, or our affiliates until the relevant vesting date.

For purposes of this description, the “Company” means USA Compression GP, LLC.

9 unchanged sentences

A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, NEOs shall submit to an examination by such physician upon request by the Compensation Committee.

Vesting and Change in Control Benefits – CRU Plan

On December 5, 2024, the Compensation Committee adopted the Time-Vested Cash Restricted Unit Agreement (the “CRU Agreement”), which (i) provides for incremental vesting of CRSUs over three years (1/3 on the first December 5 following the grant, 1/3 on the second December 5 following the grant, and the remaining 1/3 on the third December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested CRSUs in the event of (a) a Change in Control (as defined under the CRU Plan and set forth below) or (b) the death or Disability of the NEO.

Also, under the CRU Agreement, if the NEO has been employed by the Partnership, the Company, a subsidiary or an affiliate of the Partnership, the Company or a subsidiary for at least five years and is at least 65 at the time of his voluntary retirement, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement.

If the NEO has been employed by the Partnership, the Company, a subsidiary or an affiliate of the Partnership, the Company or a subsidiary for at least five years and is at or over age 68 at the time of his voluntary retirement, 50% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement.

The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration.

For purposes of this description, the “Company” means USA Compression GP, LLC.

A “Change in Control” as defined under the CRU Plan means the occurrence of any of the following events:

(i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an affiliate of, or successor to, Energy Transfer, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership;

(ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership;

(iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), the Partnership, or an affiliate of, or successor to, Energy Transfer;

or (iv) a transaction resulting in a Person other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer being the general partner of the Partnership.

“Disability” as defined under the CRU Plan means, unless provided otherwise in CRU Agreement, an illness or injury that lasts at least six continuous months, is expected to be permanent and renders the participant unable to carry out his or her duties to the Company, the Partnership or an affiliate of the Company or the Partnership.

However, if a CRU award is subject to section 409A of the Code, a “Change in Control” or “Disability” will be defined in accordance with section 409A of the Code and the regulations promulgated thereunder.

Potential Payments upon Termination or Change in Control

1 unchanged sentence

The amounts actually payable to any NEO can only be calculated with certainty upon actual termination or a Change in Control.

Except as otherwise noted, the value of the acceleration of the LTIP awards was calculated using the value of $22.83, which was the closing price of the Partnership’s common units on December 29, 2023, the last trading day of 2023.

Except as otherwise noted, the value of the acceleration of the LTIP and CRU awards was calculated using the value of $23.56, which was the closing price of the Partnership’s common units on December 31, 2024.

Executive Benefits and

12 unchanged sentences

Bonus — — — — —

Accelerated Vesting of Phantom Units (1) 15,673,343 — (3) 15,673,343 — (3) 15,673,343

Accelerated Vesting of Retention Units (2) 381,375 381,375 381,375 — (4) 381,375

Release Payment under Retention Agreements (5) 60,827 60,827 — — —

Accelerated Vesting of RSUs (2) 1,985,401 — 1,985,401 — 1,985,401

Accelerated Vesting of CRSUs (3) 661,800 — 661,800 — 661,800

Totals 2,681,167 33,966 2,681,167 33,966 2,647,201

Vice President of Finance and Chief Accounting Officer

Former President and Chief Executive Officer

Salary — — — — —

2 unchanged sentences

Totals — — — — —

Former Vice President, Chief Financial Officer and Treasurer

Christopher M.

Vice President, Chief Financial Officer and Treasurer

Salary (1) 3,269 3,269 3,269 3,269 —

Bonus — — — — —

Accelerated Vesting of RSUs (2) 1,325,250 — 1,325,250 — 1,325,250

Accelerated Vesting of CRSUs (3) 441,750 — 441,750 — 441,750

Totals 1,770,269 3,269 1,770,269 3,269 1,767,000

Vice President of Finance and Chief Accounting Officer

Salary (1) 2,575 2,575 2,575 2,575 —

Bonus — — — — —

Accelerated Vesting of Phantom Units (2) 601,463 — 601,463 — 601,463

3 unchanged sentences

Bonus — — — — —

Accelerated Vesting of Phantom Units (1) 4,040,271 — 4,040,271 — 4,040,271

Accelerated Vesting of RSUs and Phantom Units (2) 3,858,822 — 3,858,822 — 3,858,822

Accelerated Vesting of CRSUs (3) 222,406 — 222,406 — 222,406

Totals 4,084,556 3,328 4,084,556 3,328 4,081,228

3 unchanged sentences

Bonus (6)(9) 746,960 746,960 746,960 — —

Accelerated Vesting of Phantom Units (1) 3,541,367 — 3,541,367 — 3,541,367

Accelerated Vesting of RSUs and Phantom Units (2) 3,326,743 — 3,326,743 — 3,326,743

Accelerated Vesting of CRSUs (3) 216,988 — 216,988 — 216,988

Health and Welfare Plan Benefits (7) 33,915 33,915 — — —

Totals 4,769,982 1,226,251 4,326,067 35,376 3,543,731

Vice President, Human Resources

Former Vice President, Human Resources

Salary — — — — —

4 unchanged sentences

________________________

(1) In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s Phantom Units that have not vested prior to or in connection with such cessation of service shall be automatically forfeited.

If the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our or its affiliates for at least 10 years, 60% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our or its affiliates for at least 10 years, 50% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement.

In the event of the death or Disability (as defined under the LTIP) of the NEO, 100% of the then-unvested Phantom Units shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability.

In the event of a Change in Control (as defined under the LTIP), 100% of the NEO’s outstanding, unvested Phantom Units would vest.

(2) The remaining Retention Agreement for Mr.

Long provides that 100% of the outstanding, unvested Retention Units held by Mr.

Long will vest immediately prior to Mr.

Long’s Separation from Service for the following reasons:

(i) termination of Mr.

Long by the Company without Cause or by Mr.

Long with Good Reason, and (ii) upon the death or Disability of Mr.

In the event of a Change in Control (as defined under the LTIP), 100% of Mr.

Long’s outstanding, unvested Retention Units would vest.

Long terminates his employment due to retirement and he is at the time of retirement 65 years of age or older, 40% of his then-unvested Retention Units will vest and the remaining 60% of his then-unvested Retention Units will be forfeited.

Long's separation was also due to voluntary retirement, 40% of his Phantom Units would vest, valued at $6,269,337.

Long's separation was also due to voluntary retirement, 40% of his Retention Units would vest, valued at $152,550.

(5) Provided that Mr.

Long executes and does not revoke a general release and waiver of claims, Mr.

Long will be entitled to the Release Payment, which is intended to capture the value of future distributions associated with Retention Units forfeited for tax withholding purposes, which payment would be paid within 60 days of Mr.

Long’s date of separation.

The tax withholding rate as of December 31, 2023, for Mr.

Long applicable to the vesting of the Retention Units would have been 39.35%.

Pearl left the Partnership effective October 5, 2023.

In recognition of his service and contributions to us and as approved by our Compensation Committee, we paid Mr.

Pearl a separation payment of $500,000 (the “Separation Payment”).

The Separation Payment was paid in a lump sum and was contingent upon Mr.

Pearl also received $16,000 of earned but unpaid base salary as of October 5, 2023, the date of his departure, bringing the total amount received by Mr.

Pearl pursuant to his departure to $516,000.

(7) The listed salary for each of Messrs.

Porter and Kimble represents his accrued but unused paid time off as of December 31, 2023 plus, with respect to the first two columns, his base salary as of December 31, 2023.

(1) Includes accrued and unpaid salary and, with respect to Mr.

Green, accrued and unused paid time off.

(2) In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s Phantom Units and RSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited.

With respect to the Phantom Units, if the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least 10 years, 60% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least 10 years, 50% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement.

With respect to the RSUs, if the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least five years, 60% of his then-unvested RSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or

over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least five years, 50% of his then-unvested RSUs will be forfeited, and the remainder will vest, at the time of retirement;

provided that, for the retirement vesting of RSUs, the NEO must have held the award for at least a year.

In the event of the death or Disability (as defined under the LTIP) of the NEO, 100% of the then-unvested Phantom Units and RSUs shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability.

In the event of a Change in Control (as defined under the LTIP), 100% of the NEO’s outstanding, unvested Phantom Units and RSUs would vest.

(3) In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s CRSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited.

If the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least five years, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least five years, 50% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement;

provided that, for the retirement vesting of CRSUs, the NEO must have held the award for at least a year.

In the event of the death or Disability (as defined under the CRU Plan) of the NEO, 100% of the then-unvested CRSUs shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability.

In the event of a Change in Control (as defined under the CRU Plan), 100% of the NEO’s outstanding, unvested CRSUs would vest.

Long retired from the Partnership on December 31, 2024.

In exchange for Mr.

Long’s execution of the Long Separation Agreement, and as approved by our Compensation Committee, we paid Mr.

Long a separation payment of $962,400, and an additional $29,538, representing 24 months of health-insurance coverage under the Partnership’s health insurance plan (collectively, the “Long Separation Payment”).

Additionally, under the terms of the Long Separation Agreement, Mr.

Long’s 509,974 unvested Phantom Units vested or will vest in full, which, based on the December 31, 2024 closing price of our units, are valued at $12,014,987.

The Long Separation Payment was paid in a lump sum.

Under the terms of the Long Separation Agreement, Mr.

Long released all claims against us, and agreed to certain non-disparagement, non-solicit, and confidentiality obligations.

Long also received $5,691 in accrued, unpaid salary.

The total aggregate value of the accrued, unpaid salary, the Long Separation Payment, and the unit vesting received by Mr.

Long pursuant to the Long Separation Agreement is $13,012,616.

(5) The listed salary for Mr.

Porter represents his accrued but unused paid time off and accrued and unpaid salary as of December 31, 2024 plus, with respect to the first two columns, his base salary as of December 31, 2024.

Any accrued but unused paid time off owed to Mr.

Porter or Mr.

Kimble would be paid within 30 days of the date of his termination of employment, and the base salary would be paid out as set forth in footnote (10).

(8) The listed bonus amount for each of Messrs.

Porter and Kimble is his pro rata bonus awarded with respect to the year ended December 31, 2023, and his bonus awarded with respect to the year ended December 31, 2022.

Porter would be paid within 30 days of the date of his termination of employment, and the base salary would be paid out as set forth in footnote 8 below.

(6) The listed bonus amount for Mr.

Porter is his pro rata bonus awarded with respect to the year ended December 31, 2024, and his bonus awarded with respect to the year ended December 31, 2023.

(7) In the event of Mr.

Porter’s or Mr.

Kimble’s termination by the Company without Cause or by the NEO with Good Reason, he and his eligible dependents will be entitled to continued health insurance benefits for the Coverage Period, as follows:

(a) for the first 12 months of the Coverage Period, the Company will provide such health insurance coverage at its own expense (other than the NEO’s monthly cost-sharing contribution under the Company’s group health plan, as in effect at the time of the NEO’s Separation from Service);

Porter’s termination by the Partnership without Cause or by the NEO with Good Reason, he and his eligible dependents will be entitled to continued health insurance benefits for the Coverage Period, as follows:

(a) for the first 12 months of the Coverage Period, the Partnership will provide such health insurance coverage at its own expense (other than the NEO’s monthly cost-sharing contribution under the Partnership’s group health plan, as in effect at the time of the NEO’s Separation from Service);

(b) for the following six months of the Coverage Period, such health insurance coverage will be at the NEO’s sole expense;

and (c) for the final six months of the Coverage Period, the Company will be responsible for the proportion of the cost of such health insurance coverage that the NEO covered in the first 12 months of the Coverage Period;

and the NEO will be responsible for the proportion that the Company covered during the first 12 months of the Coverage Period.

Long, Owens, and Scheller are not currently party to any contractual arrangements providing for continued health insurance coverage by the Company following a termination of employment.

(10) The Employment Agreements for each of Messrs.

Porter and Kimble provide that upon termination by the Company without Cause or by the NEO for Good Reason, the NEO is entitled to receive one times his base salary, payable in equal semi-monthly installments over the course of one year provided, that any such installment payments that would otherwise be paid prior to the Company’s first regular payroll date that occurs on or after the 60th day following the date of Employee’s Separation from Service (the “First Pay Date”) shall be paid on the First Pay Date.

and (c) for the final six months of the Coverage Period, the Partnership will be responsible for the proportion of the cost of such health insurance coverage that the NEO covered in the first 12 months of the Coverage Period;

and the NEO will be responsible for the proportion that the Partnership covered during the first 12 months of the Coverage Period.

(8) The Employment Agreement for Mr.

Porter provides that upon termination by the Partnership without Cause or by the NEO for Good Reason, the NEO is entitled to receive one times his base salary, payable in equal semi-monthly installments over the course of one year provided, that any such installment payments that would otherwise be paid prior to the Partnership’s first regular payroll date that occurs on or after the 60th day following the date of Employee’s Separation from Service (the “First Pay Date”) shall be paid on the First Pay Date.

Upon the death of Mr.

Porter or Mr.

Kimble during this one-year period, his salary payment will be accelerated and all remaining Severance Payments (as defined in the Employment Agreements) would be paid in a lump sum within 30 days of his death.

Porter during this one-year period, his salary payment will be accelerated and all remaining Severance Payments (as defined in the Employment Agreement) would be paid in a lump sum within 30 days of his death.

If such termination occurs within two years after a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be made in a lump sum on the first regular payroll date that occurs on or after 30 days of the NEO’s termination date.

(11) Upon the death or Disability (as defined in the Employment Agreements) of Mr.

Porter or Mr.

Kimble, he (or his estate) will be entitled to his pro rata bonus awarded with respect to the year ended December 31, 2023, and his bonus awarded with respect to the year ended December 31, 2022.

(12) In the event of the termination of employment by any of the NEOs without Good Reason, the NEO will be entitled to all earned but unpaid annual base salary.

None of the NEOs had earned but unpaid annual base salary as of December 31, 2023.

(13) The NEOs are not entitled to a certain level of compensation in the event of continued employment following a Change in Control, but for purposes of this table it is assumed that the NEO would continue to receive a level of base salary, bonus, benefits, and other

compensation in the event of continued employment following a Change in Control that is the same as, or similar to, the amounts shown in the Summary Compensation Table.

(9) Upon the death or Disability (as defined in the Employment Agreement) of Mr.

Porter, he (or his estate) will be entitled to his pro rata bonus awarded with respect to the year ended December 31, 2024, and his bonus awarded with respect to the year ended December 31, 2023.

(10) The NEOs are not entitled to a certain level of compensation in the event of continued employment following a Change in Control, but for purposes of this table it is assumed that the NEO would continue to receive a level of base salary, bonus, benefits, and other compensation in the event of continued employment following a Change in Control that is the same as, or similar to, the amounts shown in the Summary Compensation Table.

Accordingly, no additional amounts are shown for salary, bonus, or health and welfare plan benefits because those amounts would remain as in effect at the time of the Change in Control, and only the acceleration values of outstanding equity at the time of a Change of Control have been reflected.

Kimble left the Partnership on December 6, 2024.

In exchange for Mr.

Kimble’s execution of the Kimble Separation Agreement, and as approved by our Compensation Committee, Mr.

Kimble became entitled to receive (i) a separation payment of $972,088, which amount primarily consists of amounts owed to Mr.

Kimble pursuant to Mr.

Kimble’s Employment Agreement;

(ii) earned but unused paid time off as of December 6, 2024 in the amount of $24,556;

and (iii) a lump-sum payment of $59,077 representing the full cost of the premium for twenty-four (24) months of health insurance coverage under the Partnership’s health insurance plan.

These amounts will be

paid in a lump sum following a deferral period in compliance with Section 409A of the Code.

Under the terms of the Kimble Separation Agreement, Mr.

Kimble released all claims against us, and agreed to certain non-disparagement, non-solicit, and confidentiality obligations.

The total amount payable to Mr.

Kimble pursuant to the Kimble Separation Agreement is $1,055,720.

CEO Pay Ratio

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require us to provide certain information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Eric Long (our “CEO”).

Clint Green (our “CEO”).

The total compensation reported below for Mr.

Green is based on annualized amounts for those compensation components that were prorated for 2024.

These annualized components of Mr.

Green’s compensation are base salary, bonus and 401(k) contributions.

The employees providing services to us are directly employed by USAC Management, therefore we do not have employees for purposes of the pay ratio rules.

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All references to “our” employees within this section shall refer to the applicable USAC Management employees.

In accordance with Item 402(u), we are basing the following pay-ratio information on the same median employee that we selected in 2023.

There has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2024.

For 2024, our last completed fiscal year:

• The median of the annual total compensation of all employees (other than the CEO) was $114,565.

• The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere within this Form 10-K, was $7,034,775.

• The annual total compensation of our CEO, reported in the Summary Compensation Table included elsewhere within this Form 10-K, plus an additional amount that reflects the annualizing of his base salary, bonus and 401(k) contributions was $3,774,222.

• Based on this information, for 2024 the ratio of the annual total compensation of Mr.

Long to the median of the annual total compensation of all employees was reasonably estimated to be 62.2 to 1.

Green to the median of the annual total compensation of all employees was reasonably estimated to be 32.9 to 1.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

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• After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $114,565.

• With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Form 10-K.

• With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Form 10-K plus an additional amount that reflects the annualizing of his base salary, bonus and 401(k) contributions.

Director Compensation

For the year ended December 31, 2023, our CEO was the only NEO who also served as a director, and he did not receive additional compensation for his service on the Board.

Long’s compensation as an NEO is reflected in the Summary Compensation Table above.

For the year ended December 31, 2024, Mr.

Eric Long was the only NEO who also served as a director, and he did not receive additional compensation for his service on the Board.

Long’s compensation as an NEO is reflected in the Summary Compensation Table above (Mr.

Long resigned from his position as a member of the Board and as President and Chief Executive officer of the Partnership effective October 2, 2024).

Officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates who also serve as directors do not receive additional compensation for their service as directors.

Other than Mr.

Hartman, our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive cash and equity-based compensation for their services as directors.

Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive

cash and equity-based compensation for their services as directors.

Our director compensation program is subject to revision by the Board from time to time.

The following table shows the total fees earned and other compensation paid in cash to each independent director during 2023.

The following table shows the total fees earned and other compensation paid in cash to each outside director during 2024.

($) Unit Awards

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($) (2) Total

Hartman (3) — — — —

Joyce 130,000 99,980 43,014 272,994

Waldheim 132,500 99,980 43,014 275,494

Wortham 122,500 68,475 3,938 194,913

Harris 100,000 61,000 3,938 164,938

Brett Smith — 99,980 34,104 134,084

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For a detailed discussion of the assumptions utilized in coming to these values, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”.

As of December 31, 2023, the independent members of the Board who receive equity awards held the following number of outstanding equity awards under the LTIP:

As of December 31, 2024, the outside members of the Board who receive equity awards held the following number of outstanding equity awards under the LTIP:

14,727 Phantom Units;

12,112 Phantom Units and Mr.

14,727 Phantom Units;

2,500 Phantom Units;

Harris 2,500 Phantom Units.

Smith resigned from our Board in March 2024, but as of December 31, 2024 held 12,709 unvested Phantom Units.

The Phantom Units granted in 2024 to Messrs.

Joyce, Smith, and Waldheim vest incrementally, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027.

Joyce, Waldheim, Wortham, Harris and Smith vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028.

In the event of the director’s cessation of service due to death, Disability, or a Change in Control, 100% of his outstanding, unvested Phantom Units will vest immediately prior to such event.

(2) Amounts in this column reflect the value of DERs received by the directors with respect to their outstanding Phantom Unit awards.

Joyce, Waldheim, and Smith, the amount shown includes DERs paid with respect to the Partnership’s quarterly distribution on its common units with respect to each quarter in the 2023 year.

Hartman was appointed to the Board pursuant to the Board Representation Agreement, and did not receive compensation for his service on the Board.

Hartman resigned from our Board on November 20, 2023.

On July 30, 2018, the Board adopted the Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), which provides for:

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and (vi) a one-time director onboarding equity award of 2,500 Phantom Units.

The Phantom Units granted pursuant to the Director Compensation Policy vest incrementally over five years and all outstanding, unvested Phantom Units vest in full in the event of the director’s death, Disability, or upon a Change in Control (each as defined in the LTIP).

All Phantom Units granted pursuant to the Director Compensation Policy vest incrementally over five years and all outstanding, unvested Phantom Units vest in full in the event of the director’s death, Disability, or upon a Change in Control (each as defined in the LTIP).

The Director Compensation Policy does not provide for per meeting attendance fees.

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Pursuant to the terms of an Equity Restructuring Agreement the Partnership entered into on January 15, 2018, with the General Partner and Energy Transfer Equity, L.P.

(the “Equity Restructuring Agreement”), at any time after the first

anniversary of the Transactions Date, Energy Transfer has the right to contribute (or cause any of its subsidiaries to contribute) to the Partnership all of the outstanding equity interests in any of its subsidiaries that owns the General Partner Interest (as defined in the Equity Restructuring Agreement) in exchange for $10,000,000 (the “GP Contribution”);

(the “Equity Restructuring Agreement”), at any time after the first anniversary of the Transactions Date, Energy Transfer has the right to contribute (or cause any of its subsidiaries to contribute) to the Partnership all of the outstanding equity interests in any of its subsidiaries that owns the General Partner Interest (as defined in the Equity Restructuring Agreement) in exchange for $10,000,000 (the “GP Contribution”);

provided that the GP Contribution will occur automatically if at any time following the Transactions Date (i) Energy Transfer or one of its affiliates owns, directly or indirectly, the General Partner Interest and (ii) Energy Transfer and its affiliates collectively own less than 12,500,000 of the Partnership’s common units.

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As of February 6, 2025, there were 117,528,971 common units outstanding.

Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all common units shown as beneficially owned by them and their address is 111 Congress Avenue, Suite 2400, Austin, Texas 78701.

Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all common units shown as beneficially owned by them and their address is 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

Any fractional common units are rounded down to the nearest whole number.

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(5) 12,534,262 10.66 % N/A N/A

Clint Green — — 34,274 *

Long (6) 668,615 * 10,144 *

Christopher M.

Paulsen — — — —

Tracy Owens 29,803 * — —

Pearl (7) — * — *

Scheller 104,529 * — —

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Kimble 68,380 * — —

Christopher R.

Curia — * 512,131 *

Bramhall — — 177,591 *

Harris — * 1,380,896 *

Joyce 29,894 * — —

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Mason — — 1,052,674 *

Brett Smith 1,500 * 38,339 *

Waldheim 29,894 * — —

Whitehurst (7) 13,616 * 849,189 *

Wortham — — 21,150 *

— — 346,566 *

All directors and officers as a group (14 persons) (8) 271,184 * 5,421,571 *

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Warren, USA Compression GP, LLC, Energy Transfer Partners, L.L.C., Energy Transfer Partners GP, L.P., and Energy Transfer Operating, L.P.

(collectively, the

“Energy Transfer Reporting Companies”).

(collectively, the “Energy Transfer Reporting Companies”).

The principal business address of each of the Energy Transfer Reporting Companies, other than USA Compression GP, LLC, is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225.

The principal business address of USA Compression GP, LLC is 111 Congress Avenue, Suite 2400, Austin, Texas 78701.

The principal business address of USA Compression GP, LLC is 8117 Preston Road, Suite 510A, Dallas, Texas 75225.

(2) Includes 8,000,000 common units held by USA Compression GP, LLC.

(3) EIG owns approximately 151,439 Preferred Units, which are convertible into 7,567,601 common units at the election of the holder.

Upon conversion of all 387,011 Preferred Units, EIG would have sole voting and dispositive power over 19,339,427 common units of the Partnership based on the Schedule 13D/A filed on January 26, 2024, with the SEC and our records.

Upon conversion of all 151,439 Preferred Units, EIG would have sole voting and dispositive power over 7,567,601 common units of the Partnership based on the Schedule 13D/A filed on June 26, 2024, with the SEC and our records.

The principal business address of EIG Veteran Equity Aggregator, L.P.

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(4) Invesco Ltd.

has the sole power to dispose or to direct the disposition of and sole power to vote or to direct the vote of 12,526,020 common units based on a Schedule 13G/A filed on February 12, 2024, with the SEC.

has the sole power to dispose or to direct the disposition of and sole power to vote or to direct the vote of 12,167,393 common units based on a Schedule 13G/A filed on November 11, 2024, with the SEC.

Invesco Ltd., in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own these 12,167,393 common units which are held of record by clients of Invesco Ltd.

Invesco Advisers, Inc.

is a subsidiary of Invesco Ltd.

and it advises the Invesco SteelPath MLP Income Fund which owns 7.71% of the security reported herein.

However, no one individual has greater than 5% economic ownership.

shareholders of the Fund have the right to receive or the power to direct the receipt of dividends and proceeds from the sales of these securities.

The principal business address of Invesco Ltd.

is 1331 Spring Street NW, Suite 2500, Atlanta GA 30309.

(5) The Schedule 13G was filed jointly by ALPS Advisors, Inc., an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 (“AAI”) and Alerian MLP ETF, an investment company registered under the Investment Company Act of 1940 (“Alerian”).

AAI and Alerian have the shared power to dispose or to direct the disposition of and shared power to vote or to direct the vote of 8,772,895 common units based on a Schedule 13G filed on February 5, 2024, with the SEC.

(5) The Schedule 13G/A was filed jointly by ALPS Advisors, Inc., an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 (“AAI”) and Alerian MLP ETF, an investment company registered under the Investment Company Act of 1940 (“Alerian”).

AAI and Alerian have the shared power to dispose or to direct the disposition of and shared power to vote or to direct the vote of 12,534,262 common units based on a Schedule 13G filed on November 13, 2024, with the SEC.

AAI furnishes investment advice to certain investment companies (collectively, the “Funds”).

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Long, 17,592 of our common units held by Aladdin Partners, L.P., a limited partnership affiliated with Mr.

Long, and 56,364 of our common units held by certain trusts of which Mr.

Long, and 33,182 of our common units held in a trust of which Mr.

Long is the trustee.

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Long is the trustee.

(7) Based on information contained in our records as of October 5, 2023.

Whitehurst holds 328,617 of Energy Transfer LP’s common units in a margin account.

This amount does not include 203,990 phantom units which, pursuant to the terms of the Long Separation Agreement, are subject to delayed vesting in accordance with Section 409A of the Code.

Whitehurst holds 387,983 of Energy Transfer LP’s common units and 10,000 of USAC’s common units in a margin account.

(8) Includes our directors and current executive officers.

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________________________

(1) As of December 31, 2023, we had 7,666,902 common units available under the LTIP before giving effect to the outstanding awards of 1,923,032 Phantom Units.

(1) As of December 31, 2024, we had 7,394,286 common units available under the LTIP before giving effect to the outstanding awards of 1,643,708 Phantom Units and RSUs.

Pursuant to the terms of the LTIP, other than director Phantom Unit awards, awards of Phantom Units may be settled in cash or common units at the discretion of the Board or a committee thereof.

Any Phantom Unit settled in cash will not result in the actual delivery of a common unit.

Additionally, Phantom Units withheld to satisfy the exercise price or tax withholdings of an award

and Phantom Units that are forfeited, cancelled, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards.

Additionally, Phantom Units or RSUs withheld to satisfy the exercise price or tax withholdings of an award and Phantom Units and RSUs that are forfeited, cancelled, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards.

For more information about the LTIP, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”.

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Services Agreement

We entered into that certain Services Agreement with USAC Management, a wholly owned subsidiary of the General Partner, effective on January 1, 2013 (the “Services Agreement”), pursuant to which USAC Management provides to us and the General Partner management, administrative and operating services, and personnel to manage and operate our business.

We entered into that certain Services Agreement with USAC Management, a wholly owned subsidiary of the General Partner, effective on January 1, 2013 (the “Services Agreement”), pursuant to which USAC Management provides to us and the General Partner certain management, administrative and operating services, and certain personnel to manage and operate our business.

We or one of our subsidiaries pays USAC Management for the allocable expenses it incurs in its performance under the Services Agreement.

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Transactions with Energy Transfer

We provide compression and related services to entities affiliated with Energy Transfer, which became a related party of ours on April 2, 2018.

We provide compression and related services to, and from time to time enter into other commercial transactions with, entities affiliated with Energy Transfer, which became a related party of ours on April 2, 2018.

As of December 31, 2024, Energy Transfer has ownership and control of the General Partner and ownership of approximately 39% of our limited partner interests (including the 8,000,000 common units owned by the General Partner).

We recognized $21.7 million in revenue from compression and related services from entities affiliated with Energy Transfer for the year ended December 31, 2023.

We may provide compression and related services to entities affiliated with Energy Transfer in the future, and any significant transactions will be disclosed.

Beginning in 2024, we also begin reimbursing Energy Transfer for certain employee and overhead costs allocated to us in connection with the shared services model.

We may provide compression and related services to, or enter into other commercial transactions with entities affiliated with Energy Transfer in the future, and any significant transactions will be disclosed.

The following table summarizes payments and revenues between us and Energy Transfer during 2024.

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$ 41.3 million

Reimbursement to Energy Transfer for certain allocated overhead and other expenses Represents the aggregate amount of transactions for reimbursement of overhead and other expenses, including employee compensation costs related to employees supporting our operations, to Energy Transfer during 2024.

$ 0.2 million

Amount of purchases from entities affiliated with Energy Transfer Represents the aggregate amount of purchases made from affiliates of Energy Transfer for certain other commercial purposes during 2024.

$ 2.2 million

Consulting Agreement

Eric Long, our former CEO, entered into a consulting agreement (the “Consulting Agreement”) with us for a period of one (1) year commencing on January 1, 2025.

The Consulting Agreement provides that Mr.

Long shall provide consulting and advisory duties to the Partnership as requested by the Co-CEO of Energy Transfer.

Pursuant to the terms of the Consulting Agreement, in exchange for providing consulting and advisory services to the Partnership and complying with the terms of the

Consulting Agreement, including certain non-competition and non-solicitation covenants incorporated by reference in the Long Separation Agreement, Mr.

Long will receive a total of $740,000, paid monthly in arrears.

Employee Arrangement

Eric Scheller’s son is a salaried employee of USAC, and received compensation of approximately $122,000 during the year ended December 31, 2024.

He was also eligible to participate in the same benefit programs as all of our other employees.

Conflicts of Interest

Conflicts of interest exist, and may arise in the future, as a result of the relationships between the General Partner and its affiliates, including Energy Transfer, on the one hand, and the Partnership and its limited partners, on the other hand.

The directors and officers of the General Partner have fiduciary duties to manage the General Partner in a manner beneficial to its

The directors and officers of the General Partner have fiduciary duties to manage the General Partner in a manner beneficial to its owners.

At the same time, the General Partner has a fiduciary duty to manage the Partnership in a manner beneficial to us and our unitholders.

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Procedures for Review, Approval, and Ratification of Related Person Transactions

The Audit Committee reviews and considers related party transactions with affiliates of Energy Transfer for compression and related services.

The Audit Committee has authorized the General Partner’s management to enter into transactions for compression and related services with entities affiliated with Energy Transfer on arms-length terms taking into account then-current market conditions applicable to the services to be provided, and any such transaction shall be deemed approved by the Audit Committee.

The Audit Committee reviews and considers related party transactions with affiliates of Energy Transfer.

The Audit Committee has authorized the General Partner’s management to enter into transactions with entities affiliated with Energy Transfer on arms-length terms taking into account then-current market conditions applicable to the services to be provided, and any such transaction shall be deemed approved by the Audit Committee.

If other conflicts or potential conflicts of interest arises between the General Partner and its affiliates, including Energy Transfer, on the one hand and the Partnership and its limited partners, on the other hand, the resolution of any such conflict or potential conflict is addressed as described under “Conflicts of Interest.”

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001-35779) filed on March 7, 2019)

4.2 First Supplemental Indenture, dated as of April 2, 2018, among USA Compression Partners, LP, USA Compression Finance Corp., the guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on April 6, 2018)

4.2 Form of 6.875% Senior Note due 2027 (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on March 7, 2019)

4.4 Indenture, dated as of March 7, 2019 by and among USA Compression Partners, LP, USA Compression Finance Corp., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No.

4.3 Indenture, dated as of March 18, 2024 by and among USA Compression Partners, LP, USA Compression Finance Corp., the subsidiary guarantors party thereto and Computershare Trust Company, N.A.

(incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on March 21, 2024)

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001-35779) filed on April 6, 2018)

4.9* Description of the USA Compression Partners, LP Common Units

4.8 Description of the USA Compression Partners, LP Common Units (incorporated by reference to Exhibit 4.9 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 13, 2024)

10.1 Seventh Amended and Restated Credit Agreement, dated as of December 8, 2021, among USA Compression Partners, LP, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (File No.

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001-35779) filed on February 16, 2021)

10.6†* Separation and Restrictive Covenant Agreement and Full Release and Waiver of Claims dated October 5, 2023, with Michael C.

10.6†* Restrictive Covenant and Separation Agreement and Full Release of Claims dated January 1, 2025 between USA Compression GP, LLC and Eric D.

10.7†* Consulting Agreement dated January 1, 2025 between USA Compression GP, LLC and Eric D.

10.8†* Restrictive Covenant and Separation Agreement and Full Release of Claims dated December 19, 2024 between USA Compression GP, LLC and Sean Kimble

10.9 Services Agreement, dated effective January 1, 2013, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC (incorporated by reference to Exhibit 10.11 to Amendment No.

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001-35779) filed on November 6, 2018)

10.20†* USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Time-Vested Restricted Unit Agreement

10.21† Form of Termination Agreement and Mutual Release (incorporated by reference to Exhibit 10.3 to the Partnership’s Quarterly Report on Form 10-Q (File No.

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001-35779) filed on November 6, 2018)

10.23†* USA Compression Partners, LP Long-Term Cash Restricted Unit Plan

10.24†* USA Compression Partners, LP Long-Term Cash Restricted Unit Plan – Form of Time-Vested Cash Restricted Unit Agreement

10.25 Series A Preferred Unit and Warrant Purchase Agreement, dated January 15, 2018, among USA Compression Partners, LP and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on January 16, 2018)

19.1* Insider Trading Policy of USA Compression Partners, LP

21.1* List of subsidiaries of USA Compression Partners, LP

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* USA Compression Partners, LP Executive Officer Incentive Compensation Clawback Policy

97.1 USA Compression Partners, LP Executive Officer Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 13, 2024)

101* Interactive data files pursuant to Rule 405 of Regulation S-T:

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 11, 2025.

Long President and Chief Executive Officer and Director

Long (Principal Executive Officer)

Clint Green President and Chief Executive Officer

Clint Green (Principal Executive Officer)

/s/ Christopher M.

Paulsen Vice President, Chief Financial Officer and Treasurer

Christopher M.

Paulsen (Principal Financial Officer)

Tracy Owens Vice President of Finance and Chief Accounting Officer

Tracy Owens (Principal Financial and Accounting Officer)

/s/ Christopher R.

Curia Director

Christopher R.

Tracy Owens (Principal Accounting Officer)

Bramhall Director

/s/ Clifford A.

Harris Director

Joyce Director

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Mason Director

Brett Smith Director

/s/ William S.

2 unchanged sentences

Whitehurst Director

Wortham Director

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Note 4 – Inventories

Note 5 – Property and Equipment and Identifiable Intangible Assets

Note 6 – Other Current Liabilities

Note 5 – Property and Equipment, Identifiable Intangible Assets, and Other Assets

Note 6 – Other Liabilities

Note 7 – Lease Accounting

Note 8 – Derivative Instrument

Note 9 – Income Tax Expense (Benefit)

Note 9 – Income Tax Expense

Note 10 – Debt Obligations

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Note 17 – Commitments and Contingencies

Note 18 – Reportable Segments

Note 19 – Recent Accounting Pronouncements

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in partners’ capital (deficit), and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in partners’ capital (deficit), and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 11, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Partnership’s management.

Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S.

34 unchanged sentences

Accounts payable $ 27,245 $ 39,781

Related-party payables 105 —

Accrued liabilities 99,428 85,132

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( 141,051 ) ( 293,285 )

Warrants — 8,812

Total partners’ deficit ( 293,285 ) ( 116,299 )

Total liabilities, Preferred Units, and partners’ deficit $ 2,745,601 $ 2,736,760

14 unchanged sentences

Loss (gain) on disposition of assets 4,939 ( 1,667 ) 1,527

Impairment of compression equipment 12,346 1,487 5,121

Impairment of assets 913 12,346 1,487

Total costs and expenses 656,000 614,197 535,305

2 unchanged sentences

Interest expense, net ( 193,471 ) ( 169,924 ) ( 138,050 )

Loss on extinguishment of debt ( 4,966 ) — —

Gain on derivative instrument 5,684 7,449 —

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Weighted-average common units outstanding – diluted 114,501 100,675 97,780

100,675 97,780 97,068

Basic net income (loss) per common unit $ 0.72 $ 0.21 $ ( 0.19 )

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Unit-based compensation for equity-classified awards 252 — 252

Exercise and conversion of warrants into common units 5,167 ( 5,167 ) —

Net loss attributable to common unitholders’ interests ( 18,432 ) — ( 18,432 )

Partners’ capital ending balance, December 31, 2021

Partners’ capital (deficit) ending balance, December 31, 2022

( 125,111 ) 8,812 ( 116,299 )

5 unchanged sentences

Exercise and conversion of warrants into common units 8,812 ( 8,812 ) —

Net loss attributable to common unitholders’ interests ( 18,432 ) — ( 18,432 )

Partners’ capital (deficit) ending balance, December 31, 2022

Net income attributable to common unitholders’ interests 20,493 — 20,493

Partners’ deficit ending balance, December 31, 2023

( 293,285 ) — ( 293,285 )

4 unchanged sentences

Unit-based compensation for equity-classified awards 465 — 465

Exercise and conversion of warrants into common units 8,812 ( 8,812 ) —

Exercise and conversion of Preferred Units into common units 300,700 — 300,700

Net income attributable to common unitholders’ interests 82,025 — 82,025

14 unchanged sentences

Unit-based compensation expense 16,552 22,169 15,894

Deferred income tax benefit ( 52 ) ( 151 ) ( 42 )

Deferred income tax expense (benefit) 574 ( 52 ) ( 151 )

Loss (gain) on disposition of assets 4,939 ( 1,667 ) 1,527

Loss on extinguishment of debt 4,966 — —

Change in fair value of derivative instrument 1,204 ( 1,204 ) —

Impairment of compression equipment 12,346 1,487 5,121

Impairment of assets 913 12,346 1,487

Changes in assets and liabilities:

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Accrued liabilities and deferred revenue 35,610 4,106 ( 38,358 )

Other liabilities 410 — —

Net cash provided by operating activities 341,334 271,885 260,590

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Proceeds from revolving credit facility 1,117,843 1,089,191 844,549

Proceeds from issuance of senior notes 1,000,000 — —

Payments on revolving credit facility ( 1,217,564 ) ( 863,334 ) ( 714,935 )

Investments in government securities in connection with legal defeasance of the Senior Notes 2026 ( 748,764 ) — —

Cash paid related to net settlement of unit-based awards ( 5,354 ) ( 6,446 ) ( 2,961 )

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Cash and cash equivalents, end of year $ 14 $ 11 $ 35

See accompanying notes to consolidated financial statements.

USA COMPRESSION PARTNERS, LP

Consolidated Statements of Cash Flows (continued)

(in thousands)

Year Ended December 31,

2024 2023 2022

Supplemental cash flow information:

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Exercise and conversion of warrants into common units — 8,812 5,167

Exercise and conversion of Preferred Units into common units 300,700 — —

Government securities transferred in connection with the legal defeasance of the Senior Notes 2026 748,764 — —

Legal defeasance of Senior Notes 2026 725,000 — —

See accompanying notes to consolidated financial statements.

6 unchanged sentences

We also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration.

We provide compression services in shale plays throughout the U.S., including the Utica, Marcellus, Permian Basin, Delaware Basin, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara, and Fayetteville shales.

We provide compression services in unconventional resource plays throughout the U.S., including the Utica, Marcellus, Permian, Denver-Julesburg, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, and Haynesville.

USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner.” The General Partner is wholly owned by Energy Transfer.

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Our common units trade on the NYSE under the ticker symbol “USAC”.

USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner, performs management, administrative and operating services for us, and provides us with personnel to manage and operate our business.

USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner, performs certain management, administrative and operating services for us, and provides us with personnel to manage and operate our business.

All of our employees, including our executive officers, are employees of USAC Management.

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We evaluate the financial strength of our customers by reviewing the aging of their receivables owed to us, our collection experiences with the customer, correspondence, financial information, and third-party credit ratings.

We evaluate the business climate in which our customers operate by reviewing various publicly available materials regarding our customers’ industry, including the solvency of various companies in the industry.

Inventories consist of serialized and non-serialized parts primarily used on compression units.

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Refer to Note 13 for more detailed information about revenue recognition for the years ended December 31, 2024, 2023, and 2022.

Unit-Based Compensation

Our unit-based compensation awards include phantom units, restricted units, and cash restricted units.

The fair values of phantom units granted to employees and cash restricted units are estimated at the end of each reporting period and are accounted for as liabilities.

The fair value of phantom units granted to directors and restricted units are determined at grant date and amortized using the straight-line method over the vesting period.

Refer to Note 15 for more detailed information about our unit-based compensation awards.

USA Compression Partners, LP is organized as a partnership for U.S.

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Level 3 inputs are unobservable inputs for the asset or liability.

As of December 31, 2023, and 2022, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt, and as of December 31, 2023, a derivative instrument.

As of December 31, 2024 and 2023, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt.

As of December 31, 2023, our financial instruments also consisted of a derivative instrument.

The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities.

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therefore, the carrying amount of our revolving credit facility approximates its fair value.

The fair value of our Senior Notes 2026 and Senior Notes 2027 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.

The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026 and Senior Notes 2027 (in thousands):

The fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2026, Senior Notes 2027, and Senior Notes 2029 (in thousands):

Senior Notes 2026, aggregate principal

1 unchanged sentence

Fair value of Senior Notes 2026

720,621 706,875

Senior Notes 2027, aggregate principal

2 unchanged sentences

750,938 737,963

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The fair value of our derivative instrument, which is an interest-rate swap, was estimated based on inputs from actively quoted public markets, including interest-rate forward curves, and is considered a Level 2 measurement.

Senior Notes 2029, aggregate principal 1,000,000 —

Fair value of Senior Notes 2029 1,007,500 —

The fair value of our derivative instrument, which was an interest-rate swap and is no longer outstanding as of December 31, 2024, was estimated based on inputs from actively quoted public markets, including interest-rate forward curves, and is considered a Level 2 measurement.

We consider counterparty credit risk and our own credit risk in the determination of the estimated fair value.

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We operate in a single business segment, the compression services business.

Refer to Note 18 for more detailed information about our compression services segment.

(3) Trade Accounts Receivable

9 unchanged sentences

Write-offs charged against the allowance ( 1,416 )

Recoveries collected 83

Balance as of December 31, 2024 $ 1,474

Unfavorable developments related to a customer was the primary factor supporting the recognized increase to the allowance for credit losses for the year ended December 31, 2024.

Unfavorable developments related to customers in bankruptcy was the primary factor supporting the recognized increase to the allowance for credit losses for the year ended December 31, 2023.

Favorable market conditions for customers, attributable to sustained increases in commodity prices, was the primary factor supporting the recognized decrease to the allowance for credit losses for the year ended December 31, 2022.

During the year ended December 31, 2022, we recognized a reversal of $ 0.7 million to the current-period provision for expected credit losses.

Improved market conditions for customers resulting from improved commodity prices was the primary factor supporting the recorded decrease to the allowance for credit losses for the year ended December 31, 2021.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(4) Inventories

5 unchanged sentences

Total inventories $ 133,901 $ 114,728

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(5) Property and Equipment and Identifiable Intangible Assets

(5) Property and Equipment, Identifiable Intangible Assets, and Other Assets

Property and Equipment

1 unchanged sentence

Compression and treating equipment $ 4,134,544 $ 3,902,115

Computer equipment 33,456 34,941

Automobiles and vehicles 53,301 46,395

Computer equipment 38,614 33,456

Leasehold improvements 9,807 9,414

11 unchanged sentences

Leasehold improvements 5 years

Depreciation expense on property and equipment was $ 216.7 million, $ 207.3 million, and $ 209.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.

During the years ended December 31, 2023 and 2021, there were gains on disposition of assets of $ 1.7 million and $ 2.6 million, respectively.

During the year ended December 31, 2022, there was a loss on disposition of assets of $ 1.5 million.

For the years ended December 31, 2023, 2022, and 2021, we evaluated the future deployment of our idle fleet assets under then-current market conditions and retired 42 , 15 , and 26 compression units, respectively, representing approximately 37,700 , 3,200 , and 11,000 of aggregate horsepower, respectively, that previously were used to provide compression services in our business.

Depreciation expense on property and equipment and loss (gain) on disposition of assets were as follows (in thousands):

Year Ended December 31,

2024 2023 2022

Depreciation expense $ 235,377 $ 216,716 $ 207,297

Loss (gain) on disposition of assets 4,939 ( 1,667 ) 1,527

For the years ended December 31, 2024, 2023, and 2022, we evaluated the future deployment of our idle fleet assets under current market conditions and retired 2 , 42 , and 15 compression units, respectively, representing approximately 1,260 , 37,700 , and 3,200 of aggregate horsepower, respectively, that previously were used to provide compression services in our business.

As a result, we recorded impairments of compression equipment of $ 0.3 million, $ 12.3 million, and $ 1.5 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The primary circumstances supporting these impairments were:

(i) unmarketability of certain compression units into the foreseeable future, (ii) excessive maintenance costs associated with certain fleet assets, and (iii) prohibitive retrofitting costs that likely would prevent certain compression units from securing customer acceptance.

These compression units were written down to their estimated salvage values, if any.

(i) unmarketability of certain compression units into the foreseeable future, (ii) excessive maintenance costs associated with certain fleet assets, and (iii) prohibitive retrofitting costs

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

that likely would prevent certain compression units from securing customer acceptance.

These compression units were written down to their estimated salvage values, if any.

Identifiable Intangible Assets

11 unchanged sentences

2025 $ 29,380

(6) Other Current Liabilities

Components of other current liabilities included the following (in thousands):

For the year ended December 31, 2024, we recognized a $ 0.6 million impairment of assets related to capitalized software costs that are no longer expected to provide benefit.

(6) Current Liabilities

Components of current liabilities included the following (in thousands):

Accrued interest expense $ 39,337 $ 31,960

Accrued unit-based compensation liability 22,766 21,896

Accrued payroll and benefits 10,656 7,055

Accrued capital expenditures 4,641 13,672

(7) Lease Accounting

Lessee Accounting

We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities, and certain corporate equipment.

Our leases have remaining lease terms of up to six years , some of which include options that permit renewals for additional periods.

Our leases have remaining lease terms of up to seven years , some of which include options that permit renewals for additional periods.

We determine if an arrangement is a lease at inception.

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ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

ROU lease assets and liabilities are recognized at the commencement

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

date based on the present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments.

3 unchanged sentences

Variable costs such as our proportionate share of actual costs for utilities, common area maintenance, property taxes, and insurance are not included in the lease liability and are recognized in the period in which they are incurred.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded.

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As of December 31, 2024, we have no t entered into any additional leases that have not yet commenced that create significant rights and obligations.

Lessor Accounting

In 2014, we granted a bargain purchase option to a customer with respect to certain compressor packages leased to the customer.

The bargain purchase option provided the customer with an option to acquire the equipment at a value significantly less than the fair market value at the end of the lease term.

During 2021, the customer exercised its bargain purchase option resulting in a gain of $ 1.1 million recognized within loss (gain) on disposition of assets for the year ended December 31, 2021.

Prior to the customer exercising its bargain purchase option, revenue and interest income related to the lease was recognized over the lease term.

We recognized maintenance revenue within contract operations revenue and interest income within interest expense, net.

Maintenance revenue and interest income recognized for the year ended December 31, 2021 was $ 0.3 million and $ 0.1 million, respectively.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Accounting Standards Codification (“ASC”) Topic 842 Leases provides lessors with a practical expedient to not separate non-lease components from the associated lease components and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC Topic 606 Revenue from Contracts with Customers (“ASC Topic 606”) and certain conditions are met.

Our contract operations services agreements meet these conditions, and we consider the predominant component to be the non-lease components, resulting in the ongoing recognition of revenue following ASC Topic 606 guidance.

(8) Derivative Instrument

In April 2023, we entered into an interest-rate swap to manage interest-rate risk associated with the floating-rate Credit Agreement.

The interest-rate swap’s notional principal amount was $ 700 million and had a termination date of April 1, 2025.

In August 2024, we elected to terminate an interest-rate swap we previously used to manage interest-rate risk associated with the floating-rate Credit Agreement.

The interest-rate swap was outstanding as of December 31, 2023.

The interest-rate swap’s notional principal amount was $ 700 million and had a termination date of December 31, 2025.

Under the interest-rate swap, we paid a fixed interest rate of 3.9725 % and received floating interest-rate payments that were indexed to the one-month SOFR.

In October 2023, we modified our existing interest-rate swap to continue to manage interest-rate risk associated with the floating-rate Credit Agreement.

The notional principal amount under the modified interest-rate swap remains $ 700 million and the termination date was extended from April 1, 2025 to December 31, 2025.

Under the modified interest-rate swap, we pay a fixed interest rate of 3.9725 % and continue to receive floating interest rate payments that are indexed to the one-month SOFR.

We do not apply hedge accounting to our currently outstanding derivative.

Our derivative is carried on the Consolidated Balance Sheets at fair value and is classified as current or long-term depending on the expected timing of settlement, and gains and losses associated with the derivative instrument are recognized currently in gain on derivative instrument within the Consolidated Statements of Operations.

Cash flows related to cash settlements for the periods presented are classified as operating activities within the Consolidated Statements of Cash Flows.

We did not apply hedge accounting to our previously outstanding derivative.

Our derivative was carried on the Consolidated Balance Sheets at fair value and was classified as current or long-term depending on the expected timing of settlement, and gains and losses associated with the derivative instrument were recognized currently in gain on derivative instrument within the Consolidated Statements of Operations.

Cash flows related to cash settlements for the periods presented were classified as operating activities within the Consolidated Statements of Cash Flows.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The following table summarizes the location and fair value of our derivative instrument on our Consolidated Balance Sheets (in thousands):

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The Texas Margin Tax requires certain forms of legal entities, including limited partnerships, to pay a tax of 0.75 % on its “margin,” as defined in the law, based on annual results.

The tax base to which the tax is applied is the least of (i) 70 % of total revenues for federal income tax purposes, (ii) total revenue less cost of goods sold, or (iii) total revenue less compensation for federal income tax purposes.

The tax base to which the tax is applied is the least of (i) 70 % of total revenues for federal income tax purposes, (ii) total revenue less cost of goods sold, (iii) total revenue less compensation for federal income tax purposes, or (iv) total revenue less $1 million.

Components of our income tax expense are as follows (in thousands):

3 unchanged sentences

$ 1,657 $ 1,417 $ 1,167

Deferred tax benefit ( 52 ) ( 151 ) ( 42 )

Deferred tax expense (benefit) 574 ( 52 ) ( 151 )

Total income tax expense $ 2,231 $ 1,365 $ 1,016

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered.

7 unchanged sentences

Deferred tax liabilities, net $ ( 4,775 ) $ ( 4,201 )

ASC Topic 740 Income Taxes (“ASC Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties.

As of December 31, 2023, we had no material unrecognized tax benefits (as defined in ASC Topic 740).

Accounting Standard Codification (“ASC”) Topic 740 Income Taxes (“Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties.

As of December 31, 2024, we had no material unrecognized tax benefits (as defined in Topic 740).

We do not expect to incur interest charges or penalties related to our tax positions, but if such charges or penalties are incurred, our policy is to account for interest charges and penalties as income tax expense within the Consolidated Statements of Operations.

1 unchanged sentence

Refer to Note 17 for more detailed information about our IRS examinations.

Examinations of our Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments.

Examinations of our

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments.

In general, USA Compression and its subsidiaries are no longer subject to examination by the IRS, and most state jurisdictions, for the 2018 and prior years.

9 unchanged sentences

750,000 750,000

Senior Notes 2029, aggregate principal 1,000,000 —

deferred financing costs, net of amortization

5 unchanged sentences

Revolving Credit Facility

The Credit Agreement matures on December 8, 2026, except that if any portion of the Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The Credit Agreement matures on December 8, 2026.

The Credit Agreement has an aggregate commitment of $ 1.6 billion (subject to availability under our borrowing base).

17 unchanged sentences

• enter into transactions with affiliates;

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

• merge or consolidate;

8 unchanged sentences

If a default exists under the Credit Agreement, the lenders will be able to accelerate the maturity on the amount then outstanding and exercise other rights and remedies.

In connection with entering into the Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Credit Agreement in the amount of $ 10.0 million during the year ended December 31, 2021.

These fees were capitalized to loan costs and are amortized over the remaining term of the Credit Agreement.

As of December 31, 2024, we were in compliance with all of our covenants under the Credit Agreement.

As of December 31, 2023, we had outstanding borrowings under the Credit Agreement of $ 871.8 million and $ 728.2 million of remaining unused availability of which, due to restrictions related to compliance with the applicable financial covenants, $ 529.1 million was available to be drawn.

The borrowing base consists of eligible accounts receivable, inventory,

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

and compression units.

As of December 31, 2024, we had outstanding borrowings under the Credit Agreement of $ 772.1 million and, after accounting for outstanding letters of credit in the amount of $ 0.8 million, $ 827.1 million of remaining unused availability of which, due to restrictions related to compliance with the applicable financial covenants, $ 782.5 million was available to be drawn.

The borrowing base consists of eligible accounts receivable, inventory, and compression units.

The largest component, representing 94 % of the borrowing base as of December 31, 2024, was eligible compression units.

1 unchanged sentence

Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the year ended December 31, 2024, was 7.81 %, and our weighted-average interest rate under the Credit Agreement as of December 31, 2024, was 6.98 %.

There were no letters of credit issued under the Credit Agreement as of December 31, 2023.

The Credit Agreement is a “revolving credit facility” that includes a lockbox arrangement, whereby remittances from customers are forwarded to a bank account controlled by the administrative agent and are applied to reduce borrowings under the facility.

Senior Notes 2027

On March 7, 2019, the Partnership and Finance Corp co-issued the Senior Notes 2027.

The Senior Notes 2027 mature on September 1, 2027, and accrue interest at the rate of 6.875 % per year.

Interest on the Senior Notes 2027 is payable semi-annually in arrears on each of March 1 and September 1.

We may redeem all or a part of the Senior Notes 2027 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

The Credit Agreement is a “revolving credit facility” that includes a lockbox arrangement, whereby remittances from customers are made to a bank account controlled by the administrative agent.

While we are not required by the terms of the Credit Agreement to use these customer remittances to reduce borrowings under the facility unless certain events of default occur under the Credit Agreement or unused availability under the facility is reduced below $ 70 million, we have in the past routinely applied such remittances to reduce borrowings under the facility.

Issuance of Senior Notes 2029

On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $ 1.0 billion aggregate principal amount of senior notes that will mature on March 15, 2029.

The Senior Notes 2029 accrue interest from March 18, 2024 at the rate of 7.125 % per year.

Interest on the Senior Notes 2029 is payable semi-annually in arrears on each of March 15 and September 15, which commenced on September 15, 2024.

At any time prior to March 15, 2026, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes 2029 at a redemption price equal to 107.125 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60 % of the aggregate principal amount of the Senior Notes 2029 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2029 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

On or after March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year Percentages

2 unchanged sentences

2028 and thereafter 100.000 %

If we experience a change of control followed by a ratings decline, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2027 (as described above), we may be required to offer to repurchase the Senior Notes 2027 at a purchase price equal to 101 % of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

If we experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2029 (as described above), we may be required to offer to repurchase the Senior Notes 2029 at a purchase price equal to 101 % of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

In connection with issuing the Senior Notes 2029, we incurred certain issuance costs in the amount of $ 18.2 million, which are amortized over the expected term of the Senior Notes 2029.

The indenture governing the Senior Notes 2029 (the “2029 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2029 Indenture.

3 unchanged sentences

The Senior Notes 2029 and the 2029 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinate to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2029.

Redemption of Senior Notes 2026

On March 18, 2024, in connection with the issuance of the Senior Notes 2029, the Senior Notes 2026, which had a maturity date of April 1, 2026, and an aggregate outstanding principal balance of $ 725.0 million at such time, were satisfied and discharged under the Indenture governing the Senior Notes 2026, which constituted a legal defeasance under GAAP (the “Defeasance”).

The Defeasance required a cash outlay in the net amount of $ 748.8 million, which was used to purchase U.S.

government securities.

These securities generated sufficient cash upon maturity to fund interest payments on the Senior Notes 2026 occurring between the effective date of the Defeasance through April 4, 2024, when the Senior Notes 2026 were redeemed at par, as well as fund the redemption of the Senior Notes 2026 in full.

As a result of the Defeasance, we recognized a loss on early extinguishment of debt of $ 5.0 million for the year ended December 31, 2024, which represents the write-off of deferred financing costs of $ 4.3 million and the difference between (i) the purchase price of U.S.

government securities of $ 748.8 million and (ii) the aggregate outstanding principal balance and accrued interest of the Senior Notes 2026 of $ 748.1 million at the time of Defeasance.

Senior Notes 2027

On March 7, 2019, the Partnership and Finance Corp co-issued the Senior Notes 2027.

The Senior Notes 2026 mature on April 1, 2026, and accrue interest at the rate of 6.875 % per year.

Interest on the Senior Notes 2026 is payable semi-annually in arrears on each of April 1 and October 1.

The Senior Notes 2027 mature on September 1, 2027, and accrue interest at the rate of 6.875 % per year.

Interest on the Senior Notes 2027 is payable semi-annually in arrears on each of March 1 and September 1.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

We may redeem all or a part of the Senior Notes 2026 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year Percentages

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2029 1,000,000

________________________

(1) The Credit Agreement matures on December 8, 2026, except that if any portion of the 6.875 % Senior Notes 2026 are outstanding on December 31, 2025, the Credit Agreement will mature on December 31, 2025.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(11) Preferred Units

Preferred Unit and Warrant Private Placement

On April 2, 2018, we completed a private placement of $ 500 million in the aggregate of (i) newly authorized and established Preferred Units and (ii) two tranches of warrants to purchase common units with certain investment funds managed, or advised, by EIG Global Energy Partners.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

or advised, by EIG Global Energy Partners.

We issued the holders of the Preferred Units an aggregate of 500,000 Preferred Units with a face value of $ 1,000 per Preferred Unit, a tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit, and a tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $ 17.03 per common unit.

3 unchanged sentences

The holders of the Preferred Units are entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit.

As of December 31, 2023 and 2022, 500,000 Preferred Units were issued and outstanding.

The change in Preferred Units outstanding was as follows:

Preferred Units Outstanding

Number of Preferred Units outstanding, December 31, 2023 500,000

Exercise and conversion of Preferred Units into common units ( 320,000 )

Number of Preferred Units outstanding, December 31, 2024 180,000

We have declared and paid per-unit quarterly cash distributions to the holders of the Preferred Units of record as follows:

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Redemption and Conversion Features

As of April 2, 2023, 100 % of the Preferred Units are convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

The Preferred Units are convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

The conversion rate for the Preferred Units is the quotient of (i) the sum of (a) $ 1,000 , plus (b) any unpaid cash distributions on the applicable Preferred Unit, divided by (ii) $ 20.0115 for each Preferred Unit.

As of December 31, 2023, the Preferred Units are convertible into a maximum number of 24,985,633 common units, assuming there are no unpaid cash distributions on the Preferred Units.

As of December 31, 2024, the remaining Preferred Units outstanding are convertible into a maximum number of 8,994,827 common units, assuming there are no unpaid cash distributions on the Preferred Units.

USA COMPRESSION PARTNERS, LP

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In addition, upon certain events involving a change of control, the holders of the Preferred Units may elect, among other potential elections, to convert their Preferred Units to common units at the then change of control conversion rate.

As of April 2, 2023, we have the option to redeem all or any portion of the Preferred Units then outstanding, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement.

We have the option to redeem all or any portion of the Preferred Units outstanding, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement.

On or after April 2, 2028, each holder of the Preferred Units will have the right to require us to redeem all or a portion of their Preferred Units, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement, which we may elect to pay up to 50 % in common units, subject to certain additional limits.

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These Preferred Units were converted into common units and, for our fourth-quarter 2023 distribution, the holders received the common unit distribution of $ 0.525 on the 1,998,850 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 40,000 Preferred Units.

April 2024 Conversion

On April 1, 2024, the holders of the Preferred Units elected to convert 280,000 Preferred Units into 13,991,954 common units.

These Preferred Units were converted into common units and, for our first-quarter 2024 distribution, the holders received the common unit distribution of $ 0.525 on the 13,991,954 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 280,000 Preferred Units.

Changes in the Preferred Units’ balance are as follows (in thousands):

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Cash distributions on Preferred Units

Exercise and conversion of Preferred Units into common units ( 300,700 )

Balance as of December 31, 2024 $ 168,809

9 unchanged sentences

Issuance of common units under the DRIP 124,255

Exercise and conversion of warrants into common units 534,308

Number of common units outstanding, December 31, 2022 98,227,656

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Issuance of common units under the DRIP 65,352

Exercise and conversion of warrants into common units 2,360,488

Exercise and conversion of Preferred Units into common units 15,990,804

Number of common units outstanding, December 31, 2024 117,314,783

39 unchanged sentences

The exercise of the warrants was net settled by the Partnership for 2,360,488 common units.

As of December 31, 2023, no warrants remained outstanding.

The warrants outstanding as of December 31, 2022 were presented within the equity section of the Consolidated Balance Sheets in accordance with GAAP as they were indexed to the Partnership’s common units, and required physical settlement or net settlement in the Partnership’s common units.

The warrants were valued at issuance using the Black-Scholes-Merton model.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

No warrants remained outstanding subsequent to the exercise on October 27, 2023.

Income (Loss) Per Unit

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Basic income (loss) per unit is determined by dividing net income (loss) allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted-average number of participating securities outstanding during the period.

Income (loss) attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period.

Income (loss) attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

undistributed earnings for the period.

To the extent cash distributions exceed net income (loss) attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages.

Diluted income (loss) per unit is computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants.

Unvested phantom units and unexercised warrants are not included in basic income (loss) per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income (loss) per unit to the extent they are dilutive, and in the case of warrants to the extent they are considered “in the money.”

For the year ended December 31, 2023, approximately 1,167,000 and 873,000 incremental unvested phantom units and “in the money” outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the years ended December 31, 2022 and 2021, approximately 980,000 and 829,000 incremental unvested phantom units, respectively, were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive.

For the year ended December 31, 2022, approximately 42,000 incremental “in the money” then-outstanding warrants were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive.

For the year ended December 31, 2021, our outstanding warrants were not included in the computation as they were not considered “in the money” for the period.

Unvested phantom and restricted units, and unexercised warrants are not included in basic income (loss) per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income (loss) per unit to the extent they are dilutive, and in the case of warrants to the extent they are considered “in the money.”

For the year ended December 31, 2024, approximately 1,112,000 incremental unvested phantom and restricted units represent the difference between our basic and diluted weighted-average common units outstanding.

For the year ended December 31, 2023, approximately 1,167,000 and 873,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the year ended December 31, 2022, approximately 980,000 and 42,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive .

(13) Revenue Recognition

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We primarily enter into fixed-fee contracts whereby our customers are required to pay our monthly fee even during periods of limited or disrupted throughput.

Services generally are billed monthly, one month in advance of the commencement of the service month, except for certain

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

customers who are billed at the beginning of the service month, and payment generally is due 30 days after receipt of our invoice.

Services generally are billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment generally is due 30 days after receipt of our invoice.

Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue.

The amount of consideration we receive and revenue we recognize is based on the fixed-fee rate stated in each service contract.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower.

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$ 586,990 $ 338,327 $ 190,061 $ 74,600 $ 14,985 $ 1,204,963

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(14) Transactions with Related Parties

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of December 31, 2024, owned approximately 39 % of our limited partner interests and 100 % of the General Partner.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Revenue recognized from those entities affiliated with Energy Transfer on our Consolidated Statement of Operations were as follows (in thousands):

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Related-party revenues $ 41,302 $ 21,726 $ 15,655

We had approximately $ 0 and $ 52,000 within related-party receivables on our Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively, from those entities affiliated with Energy Transfer.

We also made purchases of equipment from an entity affiliated with Energy Transfer of $ 2.2 million during the year ended December 31, 2024.

We had $ 0.6 million and $ 0 within related-party receivables on our Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively, from those entities affiliated with Energy Transfer.

We had $ 0.1 million and $ 0 within related-party payables on our Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively, due to those entities affiliated with Energy Transfer.

Pursuant to the Board Representation Agreement entered into by us, the General Partner, Energy Transfer, and EIG, in connection with our private placement of Preferred Units and warrants to EIG, EIG Management Company, LLC has the right to designate one of the members of the Board for so long as the holders of the Preferred Units hold more than 5 % of the Partnership’s outstanding common units in the aggregate (taking into account the common units issuable upon conversion of the Preferred Units and exercise of the warrants).

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The LTIP is administered by the Board or a committee thereof.

The General Partner’s executive officers, certain of its employees, and certain of its independent directors were granted these awards to incentivize them to help drive our future success and to share in the economic benefits of that success.

All employees with phantom units have the option to have a portion of their award settled in cash and a portion settled in common units upon vesting, unless otherwise approved by the Board or a committee thereof.

The amount that can be settled in cash is in excess of the employee’s minimum statutory tax-withholding rate.

(a) Phantom Units

Prior to December 2024, the General Partner’s executive officers, certain of its employees, and certain of its outside directors were granted phantom units to incentivize them to help drive our future success and to share in the economic benefits of that success.

Our Compensation Committee has the ability to allow, and has historically granted, employees with phantom units the option to have a portion of their phantom unit settled in cash, above the statutory tax rate, with the remainder settled in common units upon vesting.

ASC Topic 718 Compensation – Stock Compensation requires the entire amount of an award with such features to be accounted for as a liability.

Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the award at each financial statement date until the award vests or is forfeited.

Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the phantom unit award at each financial statement date until the award vests or is forfeited.

The fair value is measured using the market price of the Partnership’s common units.

During the requisite service period (the vesting period of the awards), compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date.

Phantom units granted to independent directors do not have a cash settlement option and as such, we account for these awards as equity.

During the requisite service period (the vesting period of the phantom unit awards), compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date.

Phantom unit awards granted to outside directors do not have a cash settlement option and as such, we account for these phantom unit awards as equity.

Each phantom unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (i) the number of the recipient’s outstanding, unvested phantom units on the record date for such quarter and (ii) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units.

During the years ended December 31, 2023, 2022, and 2021, an aggregate of 476,959 , 603,365 , and 638,903 , respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers, certain of its employees, and independent directors.

During the years ended December 31, 2024, 2023, and 2022, an aggregate of 17,384 , 476,959 , and 603,365 , respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers, certain of its employees, and outside directors.

The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions.

1 unchanged sentence

Phantom units vest in full upon a change in control.

Award recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested.

As of December 31, 2023, and 2022, our total unit-based compensation liability was $ 21.9 million and $ 17.7 million, respectively.

During the years ended December 31, 2023, 2022, and 2021, we recognized $ 22.2 million, $ 15.9 million, and

Phantom unit recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

$ 15.5 million of compensation expense associated with these awards, respectively, recorded in selling, general, and administrative expense.

During the years ended December 31, 2023, 2022, and 2021, amounts paid related to the cash settlement of vested awards under the LTIP were $ 6.4 million, $ 3.0 million, and $ 3.2 million, respectively.

As of December 31, 2024 and 2023, our total unit-based compensation liability related to these phantom units was $ 22.7 million and $ 21.9 million, respectively.

During the years ended December 31, 2024, 2023, and 2022, we recognized $ 16.4 million, $ 22.2 million, and $ 15.9 million of compensation expense associated with these phantom unit awards, respectively, recorded in selling, general, and administrative expense.

During the years ended December 31, 2024, 2023, and 2022, amounts paid related to the cash settlement of vested phantom units under the LTIP were $ 5.4 million, $ 6.4 million, and $ 3.0 million, respectively.

The total fair value and intrinsic value of the phantom units vested under the LTIP was $ 6.3 million, $ 7.3 million, and $ 4.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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( 113,584 ) 18.09

( 122,887 ) 17.50

Phantom units outstanding at December 31, 2024 1,320,316 $ 18.59

The unrecognized compensation cost associated with phantom unit awards was an aggregate $ 7.8 million as of December 31, 2024.

We expect to recognize the unrecognized compensation cost for these awards on a weighted-average basis over a period of approximately 2.7 years.

We expect to recognize the unrecognized compensation cost for these phantom unit awards on a weighted-average basis over a period of approximately 2.0 years.

(b) Restricted Units

Beginning December 2024, the General Partner’s executive officers, certain of its employees, and its outside directors were granted restricted units to incentivize them to help drive our future success and to share in the economic benefits of that success.

Each restricted unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (i) the number of the recipient’s outstanding, unvested restricted units on the record date for such quarter and (ii) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units.

These restricted units vest incrementally, with 60 % of the restricted units vesting on December 5 of the third year following the grant and the remaining 40 % vesting on December 5 of the fifth year following the grant.

Upon vesting, one Partnership common unit is issued for each restricted unit.

Restricted units vest in full upon a change in control.

Restricted unit recipients do not have all the rights of a unitholder in the Partnership with respect to the restricted units until the units have vested.

During the year ended December 31, 2024, we recognized $ 0.1 million of compensation expense associated with these restricted units recorded in selling, general, and administrative expense.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The following table summarizes information regarding restricted units for the periods presented:

Number of Units Weighted-Average

Grant Date Fair

Value per Unit

Restricted units outstanding at December 31, 2023 — $ —

323,390 22.25

Restricted units outstanding at December 31, 2024 323,390 $ 22.25

The unrecognized compensation cost associated with restricted units was an aggregate $ 7.1 million as of December 31, 2024.

We expect to recognize the unrecognized compensation cost for these restricted units on a weighted-average basis over a period of approximately 3.7 years.

Long-Term Cash Restricted Unit Plan

In December 2024, the Compensation Committee adopted the USA Compression Partners, LP Long-Term Cash Restricted Unit Plan (the “CRU Plan”) which is available for certain employees and directors of the General Partner and any of its affiliates who perform services for us.

The CRU Plan provides for awards of cash restricted units which vest one-third on December 5, each of the first, second, and third anniversaries following the grant.

A cash restricted unit entitles the award recipient to receive cash equal to the market value of one Partnership common unit upon vesting.

ASC Topic 718 Compensation – Stock Compensation requires the entire amount of an award with such features to be accounted for as a liability.

Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the cash restricted unit at each financial statement date until the cash restricted unit vests or is forfeited.

The fair value is measured using the market price of the Partnership’s common units.

During the requisite service period (the vesting period of the cash restricted units), compensation cost is recognized using the proportionate amount of the cash restricted unit’s fair value that has been earned through service to date.

Cash restricted units vest in full upon a change in control.

For the year ended December 31, 2024, the Partnership granted a total of 107,820 cash restricted units.

As of December 31, 2024, a total of 107,820 cash restricted units were unvested.

As of December 31, 2024, our total unit-based compensation liability related to these cash restricted units was $ 0.1 million.

(16) Employee Benefit Plans

A 401(k) plan is available to all of our employees.

The plan permits employees to contribute up to 20 % of their salary, up to the statutory limits, which was $ 22,500 for 2023.

In 2024, the plan permitted employees to contribute up to 20 % of their salary, up to the statutory limits, which was $ 23,000 for 2024.

The plan provides for discretionary matching contributions by us on an annual basis.

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(a) Major Customers and Concentration of Credit Risk

One customer accounted for approximately 11 % of total revenue for the year ended December 31, 2023.

No customer accounted for 10% or more of total revenues for the years ended December 31, 2022 or 2021.

As of December 31, 2023, one customer accounted for 17 % of our trade accounts receivable, net balance.

One customer accounted for approximately 12 % and 11 % of total revenue for the years ended December 31, 2024 and 2023, respectively.

No customer accounted for 10% or more of total revenues for the year ended December 31, 2022.

As of December 31, 2024, two customers accounted for 12 % and 11 % of our trade accounts receivable, net balance, respectively.

As of December 31, 2023, one customer accounted for 17 % of our trade accounts receivable, net balance.

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Our compliance with state and local sales tax regulations is subject to audit by various taxing authorities.

Certain taxing authorities have either claimed or issued an assessment that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to state sales taxes.

Our compliance with federal, state, and local tax regulations is subject to audit by various taxing authorities.

We and others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities.

We currently are protesting certain assessments made by the Oklahoma Tax Commission (“OTC”).

We believe it is reasonably possible that we could incur losses related to this assessment depending on whether the administrative law judge assigned by the OTC accepts our position that the transactions are not taxable and we ultimately lose any and all subsequent legal challenges to such determination.

We estimate that the range of losses we could incur is from $ 0 to approximately $ 25.8 million, including penalties and interest.

federal income tax returns for years 2019 and 2020 currently are under examination by the IRS.

We currently are protesting certain sales tax assessments made by the Oklahoma Tax Commission (“OTC”).

In August 2024, the administrative law judge (“ALJ”) assigned by the OTC accepted our position that the transactions are not taxable.

The OTC subsequently requested a motion for reconsideration, which was denied by the ALJ.

The OTC then requested an “en banc” hearing from the OTC Commissioners, which the OTC Commissioners denied and adopted the conclusions of the ALJ, thereby effectively closing the matter.

federal income tax returns for the years 2019 and 2020 currently are under examination by the IRS.

The IRS has issued preliminary partnership examination changes, along with imputed underpayment computations, for the 2019 and 2020 tax years.

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Once a final partnership imputed underpayment, if any, is determined, our General Partner may elect to either pay the imputed underpayment (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each unitholder, and former unitholder, with respect to an audited and adjusted return.

(d) Equipment Purchase Commitments

Our future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received.

The commitments as of December 31, 2023, were $ 53.4 million, all of which is expected to be settled within the next twelve months.

(e) Environmental

The Partnership’s operations are subject to federal, state, and local laws, rules, and regulations regarding water quality, hazardous and solid waste management, air quality control, and other environmental matters.

These laws, rules, and regulations require the Partnership to conduct its operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections, and other approvals.

Failure to comply with applicable environmental laws, rules, and regulations may expose the Partnership to significant fines, penalties, and/or interruptions in operations.

The Partnership’s environmental policies and procedures are designed to achieve compliance with such applicable laws, rules, and regulations.

(d) Environmental

Our operations are subject to federal, state, and local laws, rules, and regulations regarding water quality, hazardous and solid waste management, air quality control, and other environmental matters.

These laws, rules, and regulations require that we conduct our operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections, and other approvals.

Failure to comply with applicable environmental laws, rules, and regulations may expose us to significant fines, penalties, and/or interruptions in operations.

Our environmental policies and procedures are designed to achieve compliance with such applicable laws, rules, and regulations.

These evolving laws, rules, and regulations, and claims for damages to property, employees, other persons, and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.

(18) Reportable Segments

We manage our business through one operating and reportable segment:

compression services.

The compression services segment provides natural gas compression and treating services to customers, using a fleet of equipment that we design, engineer, own, operate, and maintain.

Our services are primarily provided under fixed-fee contracts, and all revenue is derived from within the U.S.

The accounting policies of the compression services segment are the same as those described in the summary of significant accounting policies.

We do not have intra-entity sales or transfers.

Our chief operating decision maker (“CODM”) is the Chief Executive Officer.

The CODM assesses segment performance and allocates resources based on consolidated net income.

All expense categories on the Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

The CODM uses consolidated net income to assess operating performance as compared to historical results, budget and forecast amounts, expected return on capital investment, and our competitors.

The CODM uses this information to allocate future operating and capital expenditures.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(19) Recent Accounting Pronouncements

In December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

In November 2024, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) .

ASU 2024-03 requires disclosure of specified information about certain costs and expenses in the notes to the consolidated financial statements.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 is to be applied on a prospective basis, with retrospective application permitted.

We are currently evaluating the impact, if any, of ASU 2024-03 on our consolidated financial statements and related disclosures.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 improves and enhances income tax disclosure requirements, including new disclosures related to tax rate reconciliation and income taxes paid.

The amendments in this update are effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted.

ASU 2023-09 is to be applied on a prospective basis, with retrospective application permitted.

We are currently evaluating the impact, if any, of the amendments to ASU 2023-09 on our consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

ASU 2023-07 improves and enhances reportable segment disclosure requirements, including new disclosures related to significant segment expenses.

The amendments in this update are effective for annual periods beginning after

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted.

ASU 2023-07 is to be applied on a retrospective basis.

We are currently evaluating the impact, if any, of the amendments to ASU 2023-07 on our consolidated financial statements.

We are currently evaluating the impact, if any, of ASU 2023-09 on our consolidated financial statements and related disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures