USA Compression Partners, LP 10-K

ITEM 9A. Controls and Procedures Disclosure Controls and Procedures As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2024, at the reasonable assurance level. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us. Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of our published financial statements. There are inherent limitations to the effectiveness of any control system, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 52 Table of Contents 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. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on this assessment, our management believes that, as of December 31, 2024, our internal control over financial reporting was effective. Grant Thornton LLP, an independent registered public accounting firm that audited our consolidated financial statements included herein, also has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, as stated in their report, which is included herein. 53 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors of USA Compression GP, LLC and Unitholders of USA Compression Partners, LP Opinion on internal control over financial reporting We have audited the internal control over financial reporting of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) 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”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2024, and our report dated February 11, 2025 expressed an unqualified opinion on those financial statements. Basis for opinion The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Houston, Texas February 11, 2025 54 Table of Contents Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information 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. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 55 Table of Contents PART III ITEM 10. Directors, Executive Officers, and Corporate Governance Board of Directors Our general partner, USA Compression GP, LLC (the “General Partner”), manages our operations and activities. The General Partner is wholly owned by Energy Transfer LP (“Energy Transfer”). The General Partner has a board of directors (the “Board”) that manages our business, and the Board has appointed executive officers of the General Partner. References to “our officers” and “our directors” in this section refers to the officers and directors of the General Partner. The Board is not elected by our unitholders and is not subject to re-election on a regular basis in the future. As the sole member of the General Partner, Energy Transfer is entitled under the limited liability company agreement of the General Partner (the “GP LLC Agreement”) to appoint all directors of the General Partner, subject to rights and restrictions contained in other agreements. The GP LLC Agreement provides that the Board shall consist of between two and eleven persons. 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. (along with its affiliated funds, “EIG”), and EIG Management Company, LLC (“EIG Management”), entered into on April 2, 2018 (the “Transactions Date”) in connection with our private placement to EIG and FS Specialty Lending Fund (formerly known as FS Energy and Power Fund) (“FSSL”) of Preferred Units and warrants to purchase common units of the Partnership (the “Warrants”), EIG Management has the right to designate one member of the Board for so long as EIG and FSSL own, in the aggregate, more than 5% of the Partnership’s outstanding common units (taking into account the common units issuable upon conversion of the Preferred Units and exercise of the Warrants). EIG Management has not designated a board member following the resignation of its previous designee, Matthew S. Hartman, on November 20, 2023. Three members of the Board are independent as defined under the independence standards established by the NYSE and the SEC. Although the NYSE does not require a publicly traded limited partnership like us to have a majority of independent directors on the Board or to establish a compensation committee or a nominating committee, the Board has elected to have a standing compensation committee (the “Compensation Committee”). 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. The non-management members of the Board meet in executive session without any members of management present at least twice a year. Mr. William S. 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, 8117 Preston Road, Suite 510A, Dallas, Texas 75225. Such communications should specify the intended recipient or recipients. Commercial solicitations or similar communications will not be forwarded to the Board. As a limited partnership, NYSE rules do not require us to seek unitholder approval for the election of any of our directors. 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 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. 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. The Board’s Role in Risk Oversight The Board administers its risk oversight function as a whole and through its committees. It does so in part through discussion and review of our business, financial reporting, and corporate governance policies, procedures, and practices, with opportunity to make specific inquiries of management. In addition, at each regular meeting of the Board, management provides a report of the Partnership’s operational and financial performance, which often prompts questions and feedback from the Board. The audit committee of the Board (the “Audit Committee”) provides additional risk oversight through its quarterly meetings, where it discusses policies with respect to risk assessment and risk management, reviews contingent liabilities and risks that may be material to the Partnership, and assesses major legislative and regulatory developments that could materially impact the Partnership’s contingent liabilities and risks. The Audit Committee also is required to discuss any material violations of our policies brought to its attention on an ad-hoc basis. Additionally, the Compensation Committee reviews our overall compensation program and its effectiveness at both linking executive pay to performance and aligning the interests of our executives and our unitholders. 56 Table of Contents Committees of the Board of Directors Audit Committee. The Board appoints the Audit Committee, which is comprised solely of directors who meet the independence and experience standards established by the NYSE and the Exchange Act. The Audit Committee consists of Messrs. Joyce, Waldheim, and Wortham. Mr. Waldheim serves as chairman of the Audit Committee. The Board determined that Mr. 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, 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. The Audit Committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The Audit Committee also is responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the Audit Committee. 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, 8117 Preston Road, Suite 510A, Dallas, Texas 75225. Compensation Committee. The NYSE does not require a listed limited partnership like us to have a compensation committee. 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, Waldheim, and Wortham and is chaired by Mr. Joyce. 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. Joyce, Mr. 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, 8117 Preston Road, Suite 510A, Dallas, Texas 75225. Conflicts Committee. As set forth in the GP LLC Agreement, the General Partner may, from time to time, establish a conflicts committee to which the Board will appoint independent directors and which may be asked to review specific matters that the Board believes may involve conflicts of interest between us, our limited partners, and Energy Transfer. 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. 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. Corporate Governance Guidelines and Code of Ethics The Board has adopted Corporate Governance Guidelines (the “Guidelines”) that outline important policies and practices regarding our governance and provide a framework for the function of the Board and its committees. The Board also has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the General Partner and its subsidiaries and affiliates, including us, and to all of its and their directors, employees, and officers, including its principal executive officer, principal financial officer, and principal accounting officer. We intend to post any amendments to the Code, or waivers of its provisions applicable to our directors or executive officers, including our principal executive officer and principal financial officer, on our website. 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, 8117 Preston Road, Suite 510A, Dallas, Texas 75225. 57 Table of Contents 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 The following table shows information as of February 6, 2025 regarding the current directors and executive officers of USA Compression GP, LLC. Name Age Position with USA Compression GP, LLC M. Clint Green 47 President and Chief Executive Officer Christopher M. Paulsen 47 Vice President, Chief Financial Officer and Treasurer Eric A. Scheller 61 Vice President and Chief Operating Officer Christopher W. Porter 41 Vice President, General Counsel and Secretary Dylan A. Bramhall 48 Director Clifford A. Harris 76 Director Glenn E. Joyce 67 Director Thomas E. Long 68 Director Thomas P. Mason 68 Director William S. Waldheim 68 Director Bradford D. Whitehurst 50 Director John L. Wortham 73 Director James M. Wright, Jr. 56 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. Officers serve at the discretion of the Board. There are no family relationships among any of the directors or executive officers of the General Partner. M. 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. Mr. 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. Mr. Paulsen joined Pioneer in 2002 and served in various areas including investor relations, mergers and acquisitions, and operations and subsurface. In 2011, Mr. 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 58 Table of Contents treasury. Mr. Paulsen received his BBA from Baylor University and his MBA from the McCombs School of Business at the University of Texas. Mr. 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. Eric A. Scheller has served as our Vice President, Chief Operating Officer since June 2020. Prior to that, Mr. Scheller served as our Vice President – Fleet Operations since April 2018, and prior to that was our Vice President, Operations & Performance Management beginning in August 2015. Prior to joining us, Mr. Scheller was a Director at Sapient Global Markets since August 2013. Before Sapient, Mr. Scheller was a consultant in private practice advising midstream and chemicals firms from January 2012 to July 2013. Prior to that, he held several positions with Enterprise Products Partners LP from November 2004 to December 2011, most recently as Regional Director, Pipeline & Storage Services. Mr. Scheller holds a B.S. in Chemical Engineering (Math minor), a Masters of Chemical Engineering, and an M.B.A., all from the University of Houston. Mr. Scheller also is a CFA ® charterholder. Christopher W. Porter has served as our Vice President, General Counsel and Secretary since January 2017, and, prior to that, had served as our Associate General Counsel and Assistant Secretary since October 2015. From January 2010 through October 2015, Mr. Porter practiced corporate and securities law at Hunton Andrews Kurth LLP, representing public and private companies, including master limited partnerships, in capital markets offerings, mergers and acquisitions, and corporate governance. Mr. Porter holds a B.B.A. degree in accounting from Texas A&M University, a M.S. degree in finance from Texas A&M University, and a J.D. degree from The George Washington University. Dylan A. Bramhall has served on the Board since April 2024. Mr. 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. Mr. 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. Mr. 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. Mr. Bramhall was selected to serve on the Board because of his financial acumen and his experience as an executive officer in the energy sector. Clifford A. 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. Mr. 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. Mr. 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. Mr. 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. Glenn E. Joyce has served on the Board since April 2018. Mr. Joyce was with Apex International Energy (“Apex”) for over six years, most recently as their Chief Administrative Officer from January 2017 through April 2022. Prior to joining Apex, he spent over 17 years with Apache Corporation where his last position was Director of Global Human Resources in which he managed the HR functions of the international regions of Apache (Australia, Argentina, UK, Egypt). Previously, he worked for Amoco and was involved in international operations in many different countries. Mr. Joyce received his bachelor’s degree in accounting from Texas A&M University. Mr. Joyce was selected to serve on the Board due to his extensive experience in senior human resources leadership positions in the energy industry. Thomas E. Long has served on the Board since April 2018. Mr. 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. Mr. Long previously served as the Chief Financial Officer of the general partner of Energy Transfer from February 2016 until January 2021. Mr. Long also has served as a director of the general partner of Energy Transfer since April 2019. Mr. Long served as Co-Chief Executive Officer of ETO’s general partner from January 2021 until its merger into 59 Table of Contents 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. Mr. Long also served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Long also served as Executive Vice President and Chief Financial Officer of Regency GP LLC from November 2010 to April 2015. Mr. Long was selected to serve on the Board because of his understanding of energy-related corporate finance gained through his extensive experience in the energy industry. Thomas P. Mason has served on the Board since April 2018. Since December 2022, Mr. Mason has served as the Executive Vice President and President – LNG of the general partner of Energy Transfer. Mr. 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. until December 2022 when he resigned from his role as General Counsel. In February 2021, Mr. 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. Mr. 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. Prior to joining ETO, he was a partner in the Houston office of Vinson & Elkins L.L.P. Mr. Mason also previously served on the Board of Directors of the general partner of Sunoco Logistics Partners L.P. from October 2012 to April 2017 and also served on the Board of Directors of the general partner of PennTex Midstream Partners, LP from November 2016 to July 2017. Mr. 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. William S. Waldheim has served on the Board since April 2018. Mr. Waldheim also served on the board of directors of Southcross Energy Partners GP, LLC from February 2020 through April 2022. Mr. Waldheim served as a director and a member of the Audit, Finance & Risk Committee of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. from February 2016 through December 2018. He previously served as President of DCP Midstream LP where he had overall responsibility for DCP Midstream’s affairs including commercial, trading, and business development until his retirement in 2015. Prior to this, Mr. Waldheim was President of Midstream Marketing and Logistics for DCP Midstream and managed natural gas, crude oil, and natural gas liquids marketing and logistics. From 2005 to 2008, he was Group Vice President of Commercial for DCP Midstream, managing its upstream and downstream commercial business. Mr. Waldheim started his professional career in 1978 with Champlin Petroleum as an auditor and financial analyst and served in roles involving NGL and crude oil distribution and marketing. He served as Vice President of NGL and Crude Oil Marketing for Union Pacific Fuels from 1987 until 1998 at which time it was acquired by DCP Midstream. Mr. Waldheim was selected to serve on the Board because of his broad and extensive experience in senior leadership roles in the energy industry and his financial and accounting expertise. Bradford D. Whitehurst has served on the Board since April 2019. Since November 2022, Mr. 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. Prior to that, Mr. Whitehurst served as their Executive Vice President – Head of Tax since August 2014. 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. Mr. Whitehurst has specialized in partnership taxation and has advised Energy Transfer LP in his role as outside counsel since 2006. Mr. 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. John L. Wortham has served on the Board since March 2024. Mr. Wortham has over 40 years of experience in the energy industry. Mr. 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. Mr. Wortham has also worked in various other roles in the energy industry since 1980. Mr. Wortham graduated from Texas Christian University in 1973 with a business management degree. 60 Table of Contents Mr. Wortham was selected to serve on the Board based on his 40 years of business experience in the energy and natural gas industry. James M. Wright, Jr. has served on the Board since April 2024. Mr. 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. Mr. 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. Mr. 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. Mr. 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 Section 16(a) of the Exchange Act requires that the members of the Board, our executive officers, and persons who own more than 10 percent of a registered class of our equity securities file initial reports of ownership and reports of changes in ownership of our common units and other equity securities with the SEC and any exchange or other system on which such securities are traded or quoted. To our knowledge and based solely on a review of Section 16(a) forms filed electronically with the SEC, we believe that all reporting obligations of the members of the Board, our executive officers and greater than 10 percent unitholders under Section 16(a) were satisfied during the year ended December 31, 2024. Common Unit Ownership by Directors and Executive Officers We encourage our directors and executive officers to invest in and retain ownership of our common units, but we do not require such individuals to establish and maintain a particular level of ownership. Reimbursement of Expenses of the General Partner The General Partner does not receive any management fee or other compensation for its management of us, but we reimburse the General Partner and its affiliates for all expenses incurred on our behalf, including the compensation of employees of the General Partner or its affiliates that perform services on our behalf. These expenses include all expenditures necessary or appropriate to the conduct of our business and that are allocable to us. The Partnership Agreement provides that the General Partner will determine in good faith the expenses that are allocable to us. There is no cap on the amount that may be paid or reimbursed to the General Partner or its affiliates for compensation or expenses incurred on our behalf. ITEM 11. Executive Compensation As is commonly the case with publicly traded limited partnerships, we have no officers, directors, or employees. Under the terms of the Partnership Agreement, we are ultimately managed by the General Partner, which is controlled by Energy Transfer. All of our employees, including our executive officers, are employees of USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner. References to “our officers” and “our directors” refer to the officers and directors of the General Partner. Compensation Discussion & Analysis Named Executive Officers The following disclosure describes the executive compensation program for the named executive officers identified below (the “NEOs”). For the year ended December 31, 2024, the NEOs were: • M. Clint Green, President and CEO;* • Eric D. Long, Former President and CEO;* • Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer;** • G. Tracy Owens, Vice President of Finance and Chief Accounting Officer;** • Eric A. Scheller, Vice President and Chief Operating Officer; 61 Table of Contents • Christopher W. Porter, Vice President, General Counsel and Secretary; and • Sean T. Kimble, Former Vice President, Human Resources.*** *Mr. Long resigned from his position as President and CEO effective October 2, 2024. Effective October 3, 2024, Mr. Green was appointed by the Board as the President and CEO of the Partnership. **Mr. Paulsen was appointed as Vice President, Chief Financial Officer and Treasurer and designated as the Partnership’s principal financial officer, effective November 18, 2024. Prior to Mr. Paulsen’s appointment, Mr. Owens was designated as the Partnership’s principal financial officer. ***Mr. Kimble left the Partnership on December 6, 2024. Compensation Philosophy and Objectives 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, 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 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. 62 Table of Contents Our compensation program is structured to achieve the following: • compensate executive officers with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package in a competitive range at or near the 50 th percentile of the market; • attract, retain, and reward talented executive officers and key members of management by providing a total compensation package competitive with those of their counterparts at similarly situated companies; • motivate executive officers and key employees to achieve strong financial and operational performance; • ensure that a significant portion of each executive officer’s compensation is performance-based or “at risk” compensation; and • reward individual performance. Methodology to Setting Compensation Packages Our executive compensation program is administered by the Compensation Committee. The Compensation Committee considers market trends in compensation, including the practices of identified competitors, and the alignment of the compensation program with the Partnership’s compensation philosophy described above. Specifically, for the NEOs, the Compensation Committee: • establishes and approves target compensation levels for each NEO; • approves Partnership performance measures and goals; • determines the mix between cash and equity compensation, short-term, and long-term incentives and benefits; • verifies the achievement of previously established performance goals; and • approves the resulting cash or equity awards to the NEOs. The Compensation Committee also considers other factors such as the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership, and internal compensation levels within Energy Transfer and its subsidiaries (the “Energy Transfer Group”). 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. In determining the compensation for the NEOs, the Compensation Committee takes into account input and recommendations from the CEO with respect to the compensation of the other NEOs. In this context, the CEO considers comparative compensation data and evaluates the individual performance of each of the other NEOs and their respective contributions to the Partnership. 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 actual or expected 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. The Compensation Committee also reviews publicly filed peer group executive compensation disclosures pertaining to certain executive roles, utilizing this data as an important reference point. Periodically, we engage a third-party consultant to provide the Compensation Committee with market information regarding compensation levels at peer companies to assist in evaluating compensation levels for our executives, including the NEOs. 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. During 2024, it relied on the results of the 2023 Meridian Report for information on base salary, bonus, and general 63 Table of Contents 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. For purposes of the 2023 Meridian Report, our peer group included the following companies: Company Ticker 1. Antero Midstream Corporation AM 2. Archrock, Inc. AROC 3. Cactus, Inc. WHD 4. Enerflex Ltd. EFX.TO 5. EnLink Midstream, LLC ENLC 6. Expro Group Holdings N.V. XPRO 7. Genesis Energy, L.P. GEL 8. Helmerich & Payne, Inc. HP 9. Kodiak Gas Services, Inc. KGS 10. NuStar Energy L.P. NS 11. Oil States International, Inc. OIS 12. Pro Petro Holding Corp. PUMP 13. RPC, Inc. RES 14. Select Water Solutions, Inc. WTTR 15. Summit Midstream Partners, LP SMLP 16. Sunoco LP SUN 17. TETRA Technologies, Inc. TTI 64 Table of Contents Elements of the Compensation Program Compensation for the NEOs primarily consists of the following elements and corresponding objectives: Compensation Element Primary Objective Base salary To recognize performance of job responsibilities and to attract and retain individuals with superior talent. Annual incentive compensation To promote near-term performance objectives and reward individual contributions to the achievement of those objectives. 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. Other elements of compensation and perquisites To attract and retain talented executives in a cost-efficient manner by providing benefits comparable to those offered by similarly situated companies. Base Salary for 2024 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. 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 ($) M. Clint Green, President and Chief Executive Officer 500,000 (1) — Eric D. 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) — G. Tracy Owens, Vice President of Finance and Chief Accounting Officer 325,000 325,000 (4) Eric A. Scheller, Vice President and Chief Operating Officer 420,000 385,000 Christopher W. Porter, Vice President, General Counsel and Secretary 410,000 374,400 Sean T. Kimble, Former Vice President, Human Resources 351,520 (5) 338,000 ________________________ (1) Mr. Green joined the Partnership effective October 3, 2024. The amount above reflects his annualized base salary for 2024. Mr. Green received $124,923 in base salary in 2024. (2) Mr. Long resigned from his positions as President and Chief Executive Officer of the Partnership effective October 2, 2024. Mr. Long remained an employee of the Partnership until his retirement on December 31, 2024. (3) Mr. Paulsen joined the Partnership effective November 18, 2024. The amount above reflects his annualized base salary for 2024. Mr. Paulsen received $49,038 in base salary in 2024. (4) Mr. 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. Mr. Owens received $300,102 in base salary in 2023. 65 Table of Contents (5) Mr. Kimble left the Partnership effective December 6, 2024. The amount above reflects his annualized base salary for 2024. Mr. Kimble received $331,240 in base salary in 2024. Annual Cash Incentive Compensation for 2024 Each of the NEOs is entitled to participate in the USA Compression Partners, LP Amended and Restated Annual Cash Incentive Plan (the “Bonus Plan”) and their potential bonus is governed by the Bonus Plan and, for Messrs. Porter and Kimble, also governed by their respective employment agreements. 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 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. Bonus Plan Payout Factors Payout Factor % of Total Annual Target Bonus Adjusted EBITDA Budget Target Payout Factor 30% Distributable Cash Flow Budget Target Payout Factor 30% Leverage Ratio Budget Target Payout Factor 30% Safety Budget Target Payout Factor 10% 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 % of Budget Target Bonus Pool Payout Factor Greater than or equal to 110% 1.20x 109.9% – 105.0% 1.10x 104.9% – 95.0% 1.00x 94.9% – 90.0% 0.90x 89.9% – 80.0% 0.75x Less than 80.0% 0.00x 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 66 Table of Contents 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 Range within Budget Target Bonus Pool Payout Factor More than 0.250 below budget target 1.20x 0.250 – 0.125 below 1.10x 0.124 below – 0.125 above 1.00x 0.126 – 0.375 above 0.70x 0.376 – 0.500 above 0.50x Greater than 0.500 above 0.00x For the 2024 year, the Compensation Committee set the Leverage Ratio Budget Target at 4.10x. The Safety Budget Target Payout Factor (the “Safety Factor”) assigns payout factors based on the Partnership’s Total Recordable Incident Rate, or TRIR (as calculated by the U.S. Occupational Safety and Health Administration), against the Partnership’s TRIR target, as shown in the following chart. Safety Factor % of Target Bonus Pool Payout Factor Less than 100% 1.00x 100% – 105% 0.90x 105.1% – 110% 0.80x 110.1% – 115% 0.70x 115.1% – 125% 0.60x Greater than 125% 0.00x For the 2024 year, the Compensation Committee set the Safety Target (as defined in the Bonus Plan) at 1.0. The establishment and amount of the bonus pool is 100% discretionary and subject to approval and/or adjustment by the Compensation Committee. In determining bonuses for the NEOs, the Compensation Committee takes into account whether the Partnership achieved or exceeded its targeted performance objectives. 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 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 Amount ($) M. Clint Green, President and Chief Executive Officer 130 % 650,000 (1) Eric D. Long, Former President and Chief Executive Officer 130 % 961,718 Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer — — (2) G. Tracy Owens, Vice President of Finance and Chief Accounting Officer 50 % 162,500 Eric A. Scheller, Vice President and Chief Operating Officer 100 % 420,000 Christopher W. Porter, Vice President, General Counsel and Secretary 100 % 410,000 Sean T. Kimble, Former Vice President, Human Resources 90 % 316,368 ________________________ (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. (2) Mr. 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. 67 Table of Contents 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. For the year ended December 31, 2024, we achieved (i) Adjusted EBITDA of $584,282,000 resulting in an Adjusted EBITDA Bonus Pool Payout Factor of 1.00; (ii) DCF of $355,317,000, resulting in a DCF Bonus Pool Payout Factor of 1.00; (iii) Leverage Ratio, as calculated for the purposes of the Bonus Plan, of 4.211x, resulting in a Leverage Ratio Bonus Pool Payout Factor of 1.00; and (iv) a TRIR of 0.81 resulting in a Safety Bonus Pool Payout Factor of 1.00. Based on these payout factors, the awards made pursuant to the Bonus Plan with respect to the year ended December 31, 2024 equal 100% of each NEO’s Target Bonus and were as follows: Name (1) Bonus ($) M. Clint Green, President and Chief Executive Officer 162,500 (2) Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer — (3) G. Tracy Owens, Vice President of Finance and Chief Accounting Officer 162,500 Eric A. Scheller, Vice President and Chief Operating Officer 420,000 Christopher W. Porter, Vice President, General Counsel and Secretary 410,000 ________________________ (1) Messrs. 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. (2) Mr. 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. (3) Mr. 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 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 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 and RSUs with DERs under the LTIP. The Compensation Committee acts as the administrator of the LTIP. 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 68 Table of Contents 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 Name (1)(2) Percentage of Base Salary Grant Date Amount ($) M. 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 Eric A. Scheller, Vice President and Chief Operating Officer 200 % 840,000 Christopher W. Porter, Vice President, General Counsel and Secretary 200 % 820,000 ________________________ (1) Mr. 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. (2) Mr. Owens did not receive a long-term incentive target award in December 2024. 69 Table of Contents (3) Mr. 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 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 (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. In determining the compensation payable to the NEOs, the Compensation Committee considers perquisites in the context of the total compensation the NEOs are eligible to receive. However, given the fact that perquisites represent a relatively small portion of the NEOs’ total compensation, the availability of these perquisites does not materially influence the Compensation Committee’s decision making with respect to other elements of the NEOs’ total compensation. 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. 70 Table of Contents 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 Mr. Porter is, and prior to his departure Mr. Kimble was, party to an employment agreement with us (together, the “Employment Agreements”). Mr. 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 Agreements Mr. 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. Mr. 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. Kimble: (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 We believe our compensation program for all of our employees, including the NEOs, is appropriately structured and not reasonably likely to result in material risk to us because it is structured in a manner that does not promote excessive risk-taking that could damage our reputation, negatively impact our financial results, or reward poor judgment. We also have allocated our compensation among base salary and short- and long-term compensation in such a way as to not encourage excessive risk-taking. 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 RSUs, Phantom Units and CRSUs rather than unit options for these equity awards because these awards retain value even in a 71 Table of Contents 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 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 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 $1 million, does not apply to the compensation paid to the NEOs and, accordingly, the Compensation Committee did not consider its impact in making the compensation recommendations discussed above. Compensation Committee Interlocks and Insider Participation We do not have any Compensation Committee interlocks. Messrs. Joyce, Waldheim and Wortham are the only members of the Compensation Committee as of February 6, 2024. Our former director, Mr. W. Brett Smith, also served on the Compensation Committee at the beginning of 2024. During 2024, none of Messrs. Joyce, Waldheim, Wortham, or Smith was an officer or employee of Energy Transfer or any of its affiliates, including us, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors. Compensation Committee Report The Compensation Committee has reviewed and discussed the section of this report entitled “Compensation Discussion and Analysis” with management of the Partnership and approved its inclusion in this Annual Report on Form 10-K. Compensation Committee Glenn E. Joyce (Chairman) William S. Waldheim John L. Wortham The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and otherwise shall not be deemed filed under those Acts. 72 Table of Contents Summary Compensation Table The following table provides information concerning compensation of our NEOs for the fiscal years presented below, as applicable. Name and Principal Position Year Salary ($) Bonus ($) Equity Awards ($) (1) Non-Equity Incentive Plan Compensation ($) (2) All Other Compensation ($) (3) Total ($) M. Clint Green 2024 124,923 — 2,607,876 162,500 4,154 (9) 2,899,453 President and Chief Executive Officer Eric D. Long 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 G. 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 Eric A. Scheller 2024 423,328 — 876,178 420,000 389,865 2,109,371 Vice President and Chief Operating Officer 2023 385,000 — 1,224,995 385,000 377,573 2,372,568 2022 360,500 — 769,997 324,450 298,387 1,753,334 Christopher W. Porter 2024 413,248 — 855,289 410,000 346,074 2,024,611 Vice President, General Counsel and Secretary 2023 374,400 — 819,978 336,960 354,327 1,885,665 2022 360,000 — 748,798 324,000 307,310 1,740,108 Sean T. Kimble 2024 331,240 — — — 1,345,813 (7) 1,677,053 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) 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. Amounts earned for the 2024 year will be paid after the Partnership’s audited financials are finalized. (3) See the chart below for a detailed breakdown of amounts reported in this column for 2024: Name DERs Automobile Allowance Employer 401(k) Contributions Club Membership Dues Parking Mr. Green $ — — $ 4,154 — $ 0 Mr. Long $ 1,476,781 $ 18,001 $ 17,250 $ 18,013 $ 9,186 Mr. Paulsen $ — — $ — — $ 0 Mr. Owens $ 74,168 — $ 15,500 — $ 1,468 Mr. Scheller $ 371,641 — $ 17,250 — $ 974 Mr. Porter $ 325,750 — $ 16,558 — $ 3,766 Mr. Kimble $ 270,268 — $ 16,562 — $ 3,263 73 Table of Contents 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. (5) Mr. 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. (7) Mr. 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 $9,750 by the Compensation Committee. (9) For administrative reasons, in 2024 Mr. Green remained on Energy Transfer’s employee plans with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under Section 401(k) of the Code. As part of the shared services model, all USAC employees moved to these Energy Transfer employee plans beginning in 2025. As these benefits were offered to all employees of Energy Transfer during 2024 and to all employees of USAC beginning in 2025, we do not classify these benefits as perquisites. 74 Table of Contents Grants of Plan-Based Awards during the Year Ended December 31, 2024 The below reflects awards granted to our NEOs under the LTIP and our Bonus Plan during 2024. Name Grant Date Approval Date of Equity-Based Awards Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) All Other Unit Awards: Number of Units (#) Grant Date Fair Value of Unit Awards ($) (6) Target ($) Maximum ($) M. 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 Eric D. 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 G. Tracy Owens 2/9/2024 162,500 191,750 Vice President of Finance and Chief Accounting Officer Eric A. Scheller 2/9/2024 420,000 495,600 Vice President and Chief Operating Officer 12/5/2024 12/5/2024 28,310 (2) 657,075 12/5/2024 12/5/2024 9,440 (3) 219,102 Christopher W. Porter 2/9/2024 410,000 483,800 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 Sean T. Kimble 2/9/2024 316,368 373,314 Former Vice President, Human Resources ________________________ (1) These awards were granted in 2024 pursuant to our Bonus Plan. 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 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- 75 Table of Contents 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. (4) Mr. 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. (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 $22.94 on October 2, 2024 and $23.21 on December 5, 2024. Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding Phantom Units and RSUs granted to the NEOs pursuant to the LTIP, and CRSUs granted pursuant to the CRU Plan, in each of the years ended December 31, 2020, 2021, 2022, 2023 and 2024 that were outstanding as of December 31, 2024, as well as the scheduled vesting schedule for each outstanding award. Potential acceleration events or change in control treatment for these awards are described below in the section titled “Potential Payments upon Termination or Change in Control.” None of the NEOs held any outstanding option awards as of December 31, 2024. 76 Table of Contents Name (8) Number of Outstanding Unit Awards (#) Market Value of Outstanding Unit Awards ($) (10) M. Clint Green, President and Chief Executive Officer 2024 RSU Grant 84,270 (6) 1,985,401 2024 CRSU Grant 28,090 (7) 661,800 Eric D. Long, Former President and Chief Executive Officer (9) 2020 Grant 85,408 (1) 2,012,212 2021 Grant 73,152 (2) 1,723,461 2022 Grant 193,611 (3) 4,561,475 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 G. Tracy Owens, Vice President of Finance and Chief Accounting Officer 2020 Grant 4,822 (1) 113,606 2021 Grant 4,010 (2) 94,476 2022 Grant 8,165 (3) 192,367 2023 Grant 8,532 (4) 201,014 Eric A. Scheller, Vice President and Chief Operating Officer 2020 Grant 19,694 (1) 463,991 2021 Grant 19,278 (2) 454,190 2022 Grant 41,916 (3) 987,541 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. Porter, Vice President, General Counsel and Secretary 2020 Grant 18,568 (1) 437,462 2021 Grant 19,251 (2) 453,554 2022 Grant 40,762 (3) 960,353 2023 Grant 34,982 (4) 824,176 2024 RSU Grant 27,640 (6) 651,198 2024 CRSU Grant 9,210 (7) 216,988 ________________________ (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: Mr. Long – 85,408; Mr. Owens – 4,822; Mr. Scheller – 19,694 and Mr. Porter – 18,568. 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: Mr. Long – 73,152; Mr. Owens – 4,010; Mr. Scheller – 19,278 and Mr. Porter – 19,251. 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: Mr. Long – 193,611; Mr. Owens – 8,165; Mr. Scheller – 41,916 and Mr. Porter – 40,762. 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: Mr. Long – 157,803; Mr. Owens – 8,532; Mr. Scheller – 35,836 and Mr. Porter – 34,982. 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. 77 Table of Contents (5) Mr. 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: Mr. Green – 84,270; Mr. Paulsen – 56,250; Mr. Scheller – 28,310; and Mr. Porter – 27,640. 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: Mr. Green – 28,090; Mr. Paulsen –18,750; Mr. Scheller – 9,440; and Mr. 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. (8) Mr. Kimble left the Partnership effective December 6, 2024, at which time Mr. Kimble’s unvested equity awards were forfeited. (9) Mr. 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 $23.56, the closing price of the Partnership’s common units on December 31, 2024 by the number of Phantom Units, RSUs or CRSUs outstanding. Units Vested During the Year Ended December 31, 2024 The following table provides information regarding the vesting of Phantom Units held by the NEOs during 2024. No RSUs or CRSUs vested during 2024. There are no options outstanding on the Partnership’s common units. Name (1) Number of Phantom Units Vested (#) Value Realized on Vesting ($) (6) Eric D. Long, Former President and Chief Executive Officer 193,255 (1) 4,485,449 G. Tracy Owens, Vice President of Finance and Chief Accounting Officer 9,789 (2) 227,203 Eric A. Scheller, Vice President and Chief Operating Officer 41,495 (3) 963,099 Christopher W. Porter, Vice President, General Counsel and Secretary 41,556 (4) 964,515 Sean T. Kimble, Former Vice President, Human Resources 36,762 (5) 853,246 ________________________ (1) Mr. Long settled approximately 50% of his newly vested Phantom Units in cash in the amount of $2,242,736 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. 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. (2) Mr. 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. The remaining 4,894 vested Phantom Units were settled in our common units following such cash settlement. (3) Mr. Scheller settled approximately 50% of his newly vested Phantom Units in cash in the amount of $481,561 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 20,747 vested Phantom Units were settled in our common units following such cash settlement. (4) Mr. Porter settled approximately 40% of his newly vested Phantom Units in cash in the amount of $385,820 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 24,933 vested Phantom Units were settled in our common units following such cash settlement. (5) Mr. Kimble settled approximately 50% of his newly vested Phantom Units in cash in the amount of $426,646 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 18,380 vested Phantom Units were settled in our common units following such cash settlement. (6) The value realized on the vesting of Phantom Units was calculated by multiplying $23.21, the closing price of the Partnership’s common units on the date of vesting (December 5, 2024) by the number of Phantom Units vesting on such date. 78 Table of Contents 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 the CRU Plan 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. Employment Agreements As previously noted, each of Messrs. 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. Porter and Kimble. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document. The Employment Agreements provide for the following in the event of a termination of the NEO without Cause or by the NEO with Good Reason (each as defined in the Employment Agreements and set forth below): (i) semi-monthly severance payments for the one-year period following the NEO’s Separation from Service (the “Severance Period”) in an amount totaling the higher of the NEO’s Base Salary for (a) the current year and (b) any previous year during the term of the Employment Agreement (the “Severance Payment”); (ii) the entire amount of any earned Annual Bonus for the year preceding the year in which the NEO is terminated by the Company for “convenience” (as defined in the Employment Agreements and set forth below) or resigns for Good Reason; (iii) a pro rata portion (based on the number of days the NEO was employed during the year) of any earned Annual Bonus for the year in which the NEO is terminated without Cause or resigns for Good Reason; (iv) continued health insurance benefits for the NEO and his eligible dependents for a period of 24 months following his Separation from Service (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); (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; and (v) within 30 days of the NEO’s Separation from Service, all earned but unpaid base salary and paid time off. The NEO’s right to the Severance Payment and continued health insurance benefits described in (i) and (iv) of the preceding sentence are subject to (1) the NEO’s execution of a release of claims against the Company within 45 days of such NEO’s Separation from Service and (2) the NEO’s compliance with the continuing obligations under his Employment Agreement, including confidentiality, non-compete and non-solicit obligations. In the event of the termination of Mr. Porter’s or Mr. Kimble’s employment by the Company without Cause or by the NEO with Good Reason within two years of a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be paid in a lump sum on the Company’s first regular payroll date that occurs on or after 30 days after the date of the NEO’s Separation from Service. In the event of a termination of Mr. Porter’s or Mr. Kimble’s employment due to death or Disability (as defined in the Employment Agreements), the Company shall pay the following to the NEO or the NEO’s estate: (i) the entire amount of any earned Annual Bonus for the year preceding the year in which the NEO dies or becomes Disabled; (ii) a pro rata portion (based on the number of days employed during the year) of any earned Annual Bonus for the year in which the NEO dies or becomes Disabled; and (iii) all earned but unpaid base salary and paid time off. In the event of the NEO’s death during the Severance Period, the Severance Payment will be paid in a lump sum within 30 days of his death. As used in the Employment Agreements, a termination for “convenience” generally means an involuntary termination for any reason, including, under certain circumstances, a failure to renew the employment agreement at the end of an initial term or any renewal term, other than a termination for “Cause.” “Cause” is defined in the Employment Agreements to mean (i) any material breach of the Employment Agreement, including the material breach of any representation, warranty or covenant made under the Employment Agreement by the NEO, (ii) the NEO’s breach of any applicable duties of loyalty to the Company or any of its affiliates, gross negligence or material misconduct, or a significant act or acts of personal dishonesty or deceit, taken by the NEO, in the performance of the duties and services required of the NEO that is demonstrably and significantly injurious to the Company or any of its affiliates, (iii) conviction of a felony or crime involving moral turpitude, (iv) the NEO’s willful and continued failure or refusal to perform substantially the NEO’s material obligations pursuant to the Employment Agreement or follow any lawful and reasonable directive from the CEO or the Board, as applicable, other than as a result of the NEO’s incapacity, or (v) a violation of federal, state or local law or regulation applicable to the business of the Company that is demonstrably and significantly injurious to the Company. 79 Table of Contents “Good Reason” is defined in the Employment Agreements to mean (i) a material breach by the Company of the Employment Agreement or any other material agreement with the NEO, (ii) a material reduction in the NEO’s base salary, other than a reduction that is generally applicable to all similarly situated employees of the Company, (iii) a material reduction in the NEO’s duties, authority, responsibilities, job title or reporting relationships, (iv) a material reduction by the Company in the facilities or perquisites available to the NEO, other than a reduction that is generally applicable to all similarly situated employees, or (v) the relocation of the geographic location of the NEO’s current principal place of employment by more than 50 miles from the location of the NEO’s principal place of employment as of the effective date of the Employment Agreement. “Disability” is defined in the Employment Agreements as the NEO being unable to perform essential functions of his position, with reasonable accommodation, due to an illness or physical or mental impairment or other incapacity which continues for a period in excess of 20 consecutive weeks. The determination of Disability will be made by a physician selected by the NEO and acceptable to the Company or its insurers. 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. A “Change in Control” as defined under the LTIP 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 sole general partner of the Partnership. However, if an LTIP award is subject to section 409A of the Code, a “Change in Control” will be defined in accordance with section 409A of the Code and the regulations promulgated thereunder. “Disability” as defined under the LTIP means, as determined by the Compensation Committee in its discretion exercised in good faith, a physical or mental condition of the NEO that would entitle him or her to payment of disability income payments under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees as then in effect; or in the event that an NEO is not covered, for whatever reason, under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees or the Company or the Partnership or one of its subsidiaries does not maintain such a long-term disability insurance policy, “Disability” means a total and permanent disability within the meaning of Section 22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment event with respect to any award which provides for the deferral of compensation and is subject to section 409A of the Code, then, to the extent required to comply with section 409A of the Code, the NEO must also be considered “disabled” within the meaning of section 409A(a)(2)(C) of the Code. 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. 80 Table of Contents 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 Except as otherwise noted, the values in the table below assume that a Change in Control occurred on December 31, 2024, and/or that the NEO’s employment terminated on that date, as applicable. 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 and CRU awards was calculated using the value of $23.56, which was the closing price of the Partnership’s common units on December 31, 2024. Executive Benefits and Payments Change in Control followed by termination without “Cause” or for “Good Reason” ($) Termination of Employment without “Cause” or for “Good Reason” ($) Termination of Employment because of Death or Disability ($) Termination by the Executive Other Than for “Good Reason” ($) (9) Continued Employment Following Change of Control ($) (10) M. Clint Green President and Chief Executive Officer Salary (1) 33,966 33,966 33,966 33,966 — Bonus — — — — — 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 Eric D. Long (4) Former President and Chief Executive Officer Salary — — — — — 81 Table of Contents Bonus — — — — — Accelerated Vesting of Phantom Units — — — — — Totals — — — — — Christopher M. Paulsen 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 G. Tracy Owens 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 Totals 604,038 2,575 604,038 2,575 601,463 Eric A. Scheller Vice President and Chief Operating Officer Salary (1) 3,328 3,328 3,328 3,328 — Bonus — — — — — 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 Christopher W. Porter Vice President, General Counsel and Secretary Salary (5)(8) 445,376 445,376 35,376 35,376 — Bonus (6)(9) 746,960 746,960 746,960 — — 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 Sean T. Kimble (11) Former Vice President, Human Resources Salary — — — — — Bonus — — — — — Accelerated Vesting of Phantom Units — — — — — Health and Welfare Plan Benefits — — — — — Totals — — — — — ________________________ (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 82 Table of Contents 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. (4) Mr. 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. Mr. 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 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 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 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 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. (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. (11) Mr. 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 83 Table of Contents 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 as of December 31, 2024, M. 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. Rather than providing a pay ratio disclosure that contemplates no employees, we have determined that the disclosure that would be most aligned with the spirit of the pay ratio rules and that would provide our unitholders with more meaningful information would be to provide a ratio using the median employee from the USAC Management employee population. 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, 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. 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: • We determined that, as of December 31, 2023, our employee population consisted of approximately 822 individuals with all of these individuals located in the U.S. This population consisted of our full-time employees, as we did not have any part-time employees, temporary employees or seasonal workers as of December 31, 2023. • We selected December 31, 2023, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. • We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, compensation received from equity award vesting, and any other compensation items reported to the Internal Revenue Service on Form W-2 for 2023. • We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the U.S., we did not make any cost-of-living adjustments in identifying the median employee. • 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 $114,565. • With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Form 10-K plus an additional amount that reflects the annualizing of his base salary, bonus and 401(k) contributions. Director Compensation For the year ended December 31, 2024, Mr. Eric Long was the only NEO who also served as a director, and he did not receive additional compensation for his service on the Board. Mr. Long’s compensation as an NEO is reflected in the Summary Compensation Table above (Mr. Long resigned from his position as a member of the Board and as President and Chief Executive officer of the Partnership effective October 2, 2024). Officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates who also serve as directors do not receive additional compensation for their service as directors. Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive 84 Table of Contents cash and equity-based compensation for their services as directors. Our director compensation program is subject to revision by the Board from time to time. The following table shows the total fees earned and other compensation paid in cash to each outside director during 2024. Name Fees Paid in Cash ($) Unit Awards ($) (1) All Other Compensation ($) (2) Total ($) Glenn E. Joyce 130,000 99,980 43,014 272,994 William S. Waldheim 132,500 99,980 43,014 275,494 John L. Wortham 122,500 68,475 3,938 194,913 Clifford A. Harris 100,000 61,000 3,938 164,938 W. Brett Smith — 99,980 34,104 134,084 ________________________ (1) Represents the grant date fair value of our Phantom Units, calculated in accordance with ASC Topic 718. 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, 2024, the outside members of the Board who receive equity awards held the following number of outstanding equity awards under the LTIP: Mr. Joyce: 14,727 Phantom Units; Mr. Waldheim: 14,727 Phantom Units; Mr. Wortham: 2,500 Phantom Units; and Mr. Harris 2,500 Phantom Units. Mr. 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, 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. On July 30, 2018, the Board adopted the Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), which provides for: (i) an annual cash retainer of $100,000; (ii) an annual cash retainer for acting as the Chairman of the Audit Committee and for acting as Chairman of the Compensation Committee; (iii) an annual cash retainer for membership on the Audit Committee and for membership on the Compensation Committee; (iv) an undetermined fixed sum for membership on a special or conflicts committee; (v) an annual equity grant with a value of $100,000; and (vi) a one-time director onboarding equity award of 2,500 Phantom Units. 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. The following chart summarizes the Director Compensation Policy. Compensation Element Director Compensation Detail Annual Cash Retainer $100,000 Committee Chair Cash Retainer Audit Committee: $25,000 Compensation Committee: $15,000 Committee Membership Retainer (if not Committee Chair) Audit Committee: $15,000 Compensation Committee: $7,500 Initial Phantom Unit Award 2,500 Phantom Units Annual Phantom Unit Award $100,000 value DERs on Unvested Phantom Units Yes (paid on a current basis) Phantom Unit Vesting Schedule 60% vest on third December 5 following grant 40% vest on fifth December 5 following grant Change-in-Control Unvested Phantom Units vest in full Cessation of Service due to Death or Disability Unvested Phantom Units vest in full Attendance Fee Per Meeting None Reimbursement of Out-of-Pocket Expenses Yes Indemnification Yes, to fullest extent permitted under Delaware law 85 Table of Contents ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters 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”); 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. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of the Partnership’s common units and Preferred Units as of February 6, 2025, held by: • each person who beneficially owns 5% or more of the Partnership’s outstanding common units; • all of the directors of the General Partner; • each NEO of the General Partner; and • all directors and current executive officers of the General Partner as a group. 86 Table of Contents 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 8117 Preston Road, Suite 510A, Dallas, Texas 75225. Any fractional common units are rounded down to the nearest whole number. The table also presents information with respect to Energy Transfer’s common units beneficially owned as of February 6, 2025, by each current director and named executive officer of the General Partner and by all directors and executive officers of the General Partner as a group. As of February 6, 2025, Energy Transfer had 3,431,214,964 common units outstanding. Any fractional common units are rounded down to the nearest whole number. USA Compression Partners, LP Energy Transfer LP Name of Beneficial Owner Common Units Beneficially Owned Percentage of Common Units Common Units Beneficially Owned Percentage of Common Units Energy Transfer LP (1) (2) 46,056,228 39.19 % N/A N/A EIG Veteran Equity Aggregator, L.P. (3) 7,567,601 6.05 % N/A N/A Invesco Ltd. (4) 12,167,393 10.35 % N/A N/A ALPS Advisors, Inc. (5) 12,534,262 10.66 % N/A N/A M. Clint Green — — 34,274 * Eric D. Long (6) 668,615 * 10,144 * Christopher M. Paulsen — — — — G. Tracy Owens 29,803 * — — Eric A. Scheller 104,529 * — — Christopher W. Porter 63,448 * 3,400 * Sean T. Kimble 68,380 * — — Dylan A. Bramhall — — 177,591 * Clifford A. Harris — * 1,380,896 * Glenn E. Joyce 29,894 * — — Thomas E. Long — — 1,555,831 * Thomas P. Mason — — 1,052,674 * William S. Waldheim 29,894 * — — Bradford D. Whitehurst (7) 13,616 * 849,189 * John L. Wortham — — 21,150 * James M. Wright, Jr. — — 346,566 * All directors and officers as a group (14 persons) (8) 271,184 * 5,421,571 * ________________________ * Less than 1%. (1) Energy Transfer LP has shared voting and dispositive power over 46,056,228 common units based on a Schedule 13D/A filed on August 5, 2019 with the SEC. The Schedule 13D/A was filed jointly by Energy Transfer LP, LE GP, LLC, Kelcy L. 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”). 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 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 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. is 600 New Hampshire Ave NW, STE. 1200, Washington, DC 20037. (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 12,167,393 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. The 87 Table of Contents 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/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”). In its role as an investment advisor, AAI has voting and/or investment power over the common units owned by the Funds, and may be deemed to be the beneficial ownership of the common units held by the Funds. All 12,534,262 common units are owned by the Funds and AAI disclaims beneficial ownership. Alerian MLP ETF, one of the Funds to which AAI provides investment advice, has an interest of 12,534,262 common units, or 10.66% in us. The principal business address of AAI and Alerian is 1290 Broadway, Suite 1000, Denver, CO 80203. (6) Includes 617,841 of our common units held directly by Mr. Long, 17,592 of our common units held by Aladdin Partners, L.P., a limited partnership affiliated with Mr. Long, and 33,182 of our common units held in a trust of which Mr. Long is the trustee. The Energy Transfer LP common units reported as owned by Mr. Long include 4,000 common units held by Aladdin Partners, L.P., and 6,144 common units held by certain trusts of which Mr. Long is the trustee. 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. (7) Mr. 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. Securities Authorized for Issuance Under Equity Compensation Plans The Board adopted the LTIP in January 2013. On November 1, 2018, the Board approved and adopted the First Amendment to the LTIP (the “First Amendment”) with immediate effectiveness. The First Amendment (i) increased the number of common units available to be awarded under the LTIP by 8,590,000 common units (which brought the total number of common units available to be awarded under the LTIP to 10,000,000 common units); (ii) provided that common units withheld to satisfy the exercise price or tax withholding obligations with respect to an award will not be considered to be common units that have been delivered under the LTIP; (iii) for awards granted on or after April 3, 2018, modifies the definition of “Change in Control” under the LTIP to refer to Energy Transfer and its Affiliates (as defined under the LTIP) and successors; (iv) updated the tax withholding provision of the LTIP; and (v) extended the term of the LTIP until November 1, 2028. The following table provides certain information with respect to the LTIP as of December 31, 2024: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in the first column) Equity compensation plans approved by security holders — N/A — Equity compensation plans not approved by security holders 1,643,708 N/A 5,750,578 (1) ________________________ (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 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”. 88 Table of Contents ITEM 13. Certain Relationships and Related Party Transactions, and Director Independence Certain Relationships and Related Party Transactions 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 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. These expenses include, among other things, salary, bonus, cash incentive compensation, and other amounts paid to persons who perform services for us or on our behalf and other expenses allocated by USAC Management to us. USAC Management has substantial discretion to determine in good faith which expenses to incur on our behalf and what portion to allocate to us. On October 28, 2022, the Services Agreement was amended to extend its term to December 31, 2027. The Services Agreement may be terminated at any time by (i) the Board upon 120 days’ written notice for any reason in its sole discretion or (ii) USAC Management upon 120 days’ written notice if: (a) we or the General Partner experience a Change of Control (as defined in the Services Agreement); (b) we or the General Partner breach the terms of the Services Agreement in any material respect following 30 days’ written notice detailing the breach (which breach remains uncured after such period); (c) a receiver is appointed for all or substantially all of our or the General Partner’s property or an order is made to wind up our or the General Partner’s business; (d) a final judgment, order or decree that materially and adversely affects the ability of us or the General Partner to perform under the Services Agreement is obtained or entered against us or the General Partner, and such judgment, order or decree is not vacated, discharged or stayed; or (e) certain events of bankruptcy, insolvency or reorganization of us or the General Partner occur. USAC Management will not be liable to us for their performance of, or failure to perform, services under the Services Agreement unless its acts or omissions constitute gross negligence or willful misconduct. Transactions with Energy Transfer 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). 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. Transaction Explanation Amount/Value 2024 quarterly distributions on limited partner interests Represents the aggregate amount of distributions made to Energy Transfer in respect of the Partnership’s common units during 2024. $ 96.7 million Revenue for compression and related services Represents the aggregate amount of revenue recognized for providing compression services to entities affiliated with Energy Transfer for the full year 2024. $ 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. E. 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 89 Table of Contents Consulting Agreement, including certain non-competition and non-solicitation covenants incorporated by reference in the Long Separation Agreement, Mr. E. Long will receive a total of $740,000, paid monthly in arrears. Employee Arrangement Mr. 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 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. Whenever a conflict arises between the General Partner or its affiliates, on the one hand, and the Partnership and its limited partners, on the other hand, the General Partner will resolve that conflict. The Partnership Agreement contains provisions that modify and limit the General Partner’s fiduciary duties to the Partnership’s unitholders. The Partnership Agreement also restricts the remedies available to the Partnership’s unitholders for actions taken by the General Partner that, without those limitations, might constitute breaches of its fiduciary duty. The Partnership Agreement provides that the General Partner will not be in breach of its obligations under the Partnership Agreement or its fiduciary duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is (a) approved by the conflicts committee of the Board, although the General Partner is not obligated to seek such approval; (b) approved by the vote of a majority of our outstanding common units, excluding any common units owned by the General Partner and its affiliates; (c) on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or (d) fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. The General Partner may, but is not required to, seek the approval of such resolution from the conflicts committee of the Board. In connection with a situation involving a conflict of interest, any determination by the General Partner must be made in good faith, provided that, if the General Partner does not seek approval from the conflicts committee and the Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in subclauses (c) or (d) above, then it will conclusively be deemed that, in making its decision, the Board acted in good faith. Unless the resolution of a conflict is specifically provided for in the Partnership Agreement, the General Partner or the conflicts committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. When the Partnership Agreement provides that someone act in good faith, it requires that person to reasonably believe he is acting in the best interests of the Partnership. Please read Part I, Item 1A “Risk Factors – Risks Inherent in an Investment in Us”. Procedures for Review, Approval, and Ratification of Related Person Transactions 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.” Pursuant to the Partnership’s Code of Business Conduct and Ethics and Corporate Governance Guidelines, directors, officers, and employees are required to disclose any situations that reasonably would be expected to give rise to a conflict of interest and report it to their supervisor, the Partnership’s general counsel, or the Board, as appropriate. Director Independence Please see Part III, Item 10 “Directors, Executive Officers and Corporate Governance – Board of Directors” for a discussion of director independence matters. 90 Table of Contents ITEM 14. Principal Accountant Fees and Services The following table sets forth fees paid for professional services rendered by Grant Thornton LLP (“Grant Thornton”) during the years ended December 31, 2024 and 2023 (in millions): Year Ended December 31, 2024 2023 Audit fees (1) $ 1.2 $ 1.0 Audit-related fees — — Tax fees — — All other fees — — Total $ 1.2 $ 1.0 ________________________ (1) Expenditures classified as “Audit fees” above were billed to the Partnership and include the audits of our annual financial statements and internal control over financial reporting, reviews of our quarterly financial statements, and fees associated with comfort letters and consents related to securities offerings and registration statements. The Audit Committee has adopted the Audit Committee Charter, which is available on our website and which requires the Audit Committee to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. The Audit Committee does not delegate its pre-approval responsibilities to management or to an individual member of the Audit Committee. The Audit Committee approved 100% of the services described above. 91 Table of Contents PART IV ITEM 15. Exhibits and Financial Statement Schedules (a) Documents filed as a part of this report. 1. Financial Statements . See “Index to Consolidated Financial Statements” set forth on Page F-1 . 2. Financial Statement Schedule All other schedules have been omitted because they are not required under the relevant instructions. 3. Exhibits The following documents are filed as exhibits to this report: Exhibit Number Description 2.1 Contribution Agreement dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 16, 2018) 2.2 Equity Restructuring Agreement, dated as of January 15, 2018, by and among Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression GP, LLC (incorporated by reference to Exhibit 2.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 16, 2018) 3.1 Certificate of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to Amendment No. 3 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on December 21, 2011) 3.2 Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018) 4.1 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. 001-35779) filed on March 7, 2019) 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) 4.3 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) 4.4 Form of 7.125% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on March 21, 2024) 4.5 Registration Rights Agreement, dated as of April 2, 2018, by and among USA Compression Partners, LP, Energy Transfer Equity, L.P., Energy Transfer Partners, L.P. and USA Compression Holdings, LLC (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) 4.6 Registration Rights Agreement, dated as of April 2, 2018, by and between USA Compression Partners, LP and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018) 4.7 Board Representation Agreement, dated as of April 2, 2018, by and among USA Compression Partners, LP, USA Compression GP, LLC, Energy Transfer Equity, L.P. and the Purchasers party thereto (incorporated by reference to Exhibit 4.3 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018) 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) 92 Table of Contents 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. 001-35779) filed on December 8, 2021) 10.2† Long-Term Incentive Plan of USA Compression Partners, LP (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 18, 2013) 10.3† First Amendment to the USA Compression Partners, LP 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018) 10.4† Employment Agreement, dated July 1, 2016, between USA Compression Management Services, LLC and Sean T. Kimble (incorporated by reference to Exhibit 10.13 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-35779) filed on February 19, 2019) 10.5† Employment Agreement, dated December 14, 2016, between USA Compression Management Services, LLC and Christopher W. Porter (incorporated by reference to Exhibit 10.6 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-35779) filed on February 16, 2021) 10.6†* Restrictive Covenant and Separation Agreement and Full Release of Claims dated January 1, 2025 between USA Compression GP, LLC and Eric D. Long 10.7†* Consulting Agreement dated January 1, 2025 between USA Compression GP, LLC and Eric D. Long 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. 10 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on January 7, 2013) 10.10 Amendment No. 1 to Services Agreement, dated effective November 3, 2017, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 7, 2017) 10.11 Amendment No. 2 to Services Agreement, dated effective as of October 31, 2022, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 1, 2022) 10.12† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (incorporated by reference to Exhibit 10.8 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-35779) filed on March 28, 2013) 10.13† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-35779) filed on February 20, 2014) 10.14† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (in lieu of Annual Cash Retainer) (incorporated by reference to Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-35779) filed on March 28, 2013) 10.15† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (incorporated by reference to Exhibit 10.5 to the Partnership’s Quarterly Report on form 10-Q (File No. 001-35779) filed on November 6, 2018) 10.16† USA Compression Partners, LP Amended and Restated Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.21 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35779) filed on February 19, 2019) 93 Table of Contents 10.17† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Employee Phantom Unit Agreement (with updated performance metrics) (incorporated by reference to Exhibit 10.13 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-35779) filed on February 11, 2016) 10.18† USA Compression Partners, LP 2013 Long-Term Incentive Plan – Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.6 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018) 10.19† USA Compression Partners, LP 2013 Long-Term Incentive Plan – Form of Retention Phantom Unit Agreement (incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (File No. 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. 001-35779) filed on November 6, 2018) 10.22† USA Compression GP, LLC Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.4 to the Partnership’s Quarterly Report on Form 10-Q (File No. 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 22.1* List of Subsidiary Guarantors and Co-Issuer 23.1* Consent of Grant Thornton LLP 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. 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 (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: (i) our Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) our Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022; (iii) our Consolidated Statements of Changes in Partners’ Capital (Deficit) for the years ended December 31, 2024, 2023, and 2022; (iv) our Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022; and (v) the notes to our Consolidated Financial Statements 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed Herewith. # Furnished herewith; not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. 94 Table of Contents † Management contract or compensatory plan or arrangement. 95 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. USA COMPRESSION PARTNERS, LP By: USA Compression GP, LLC, its General Partner Date: February 11, 2025 By: /s/ M. Clint Green M. Clint Green President and Chief Executive Officer (Principal Executive Officer) 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. Name Title /s/ M. Clint Green President and Chief Executive Officer M. Clint Green (Principal Executive Officer) /s/ Christopher M. Paulsen Vice President, Chief Financial Officer and Treasurer Christopher M. Paulsen (Principal Financial Officer) /s/ G. Tracy Owens Vice President of Finance and Chief Accounting Officer G. Tracy Owens (Principal Accounting Officer) /s/ Dylan A. Bramhall Director Dylan A. Bramhall /s/ Clifford A. Harris Director Clifford A. Harris /s/ Glenn E. Joyce Director Glenn E. Joyce /s/ Thomas E. Long Director Thomas E. Long /s/ Thomas P. Mason Director Thomas P. Mason /s/ William S. Waldheim Director William S. Waldheim /s/ Bradford D. Whitehurst Director Bradford D. Whitehurst /s/ John L. Wortham Director John L. Wortham /s/ James M. Wright, Jr. Director James M. Wright, Jr. 96 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 F- 4 Consolidated Statements of Changes in Partners’ Capital (Deficit) for the years ended December 31, 2024, 2023, and 2022 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 F- 6 Notes to Consolidated Financial Statements F- 8 Note 1 – Organization and Description of Business F- 8 Note 2 – Basis of Presentation and Accounting Policies F- 8 Note 3 – Trade Accounts Receivable F- 11 Note 4 – Inventories F- 12 Note 5 – Property and Equipment, Identifiable Intangible Assets, and Other Assets F- 12 Note 6 – Other Liabilities F- 13 Note 7 – Lease Accounting F- 13 Note 8 – Derivative Instrument F- 15 Note 9 – Income Tax Expense F- 16 Note 10 – Debt Obligations F- 17 Note 11 – Preferred Units F- 20 Note 12 – Partners’ Deficit F- 23 Note 13 – Revenue Recognition F- 25 Note 14 – Transactions with Related Parties F- 26 Note 15 – Unit-Based Compensation F- 27 Note 16 – Employee Benefit Plans F- 29 Note 17 – Commitments and Contingencies F- 29 Note 18 – Reportable Segments F- 30 Note 19 – Recent Accounting Pronouncements F- 31 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors of USA Compression GP, LLC and Unitholders of USA Compression Partners, LP 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, 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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Partnership’s auditor since 2017. Houston, Texas February 11, 2025 F-2 Table of Contents USA COMPRESSION PARTNERS, LP Consolidated Balance Sheets (in thousands, except unit amounts) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 14 $ 11 Accounts receivable, net of allowances for credit losses of $ 1,474 and $ 2,260 , respectively 88,478 95,421 Related-party receivables 636 — Inventories 133,901 114,728 Derivative instrument — 5,670 Prepaid expenses and other assets 11,967 10,617 Total current assets 234,996 226,447 Property and equipment, net 2,273,376 2,237,625 Lease right-of-use assets 14,336 17,290 Identifiable intangible assets, net 216,273 245,652 Other assets 6,620 9,746 Total assets $ 2,745,601 $ 2,736,760 Liabilities, Preferred Units, and Partners’ Deficit Current liabilities: Accounts payable $ 27,245 $ 39,781 Related-party payables 105 — Accrued liabilities 99,428 85,132 Deferred revenue 63,900 62,589 Total current liabilities 190,678 187,502 Long-term debt, net 2,502,557 2,336,088 Operating lease liabilities 11,678 14,731 Derivative instrument, long term — 4,466 Other liabilities 12,930 10,924 Total liabilities 2,717,843 2,553,711 Commitments and contingencies Preferred Units 168,809 476,334 Partners’ deficit: Common units, 117,314,783 and 100,986,011 units issued and outstanding, respectively ( 141,051 ) ( 293,285 ) Total liabilities, Preferred Units, and partners’ deficit $ 2,745,601 $ 2,736,760 See accompanying notes to consolidated financial statements. F-3 Table of Contents USA COMPRESSION PARTNERS, LP Consolidated Statements of Operations (in thousands, except per unit amounts) Year Ended December 31, 2024 2023 2022 Revenues: Contract operations $ 885,250 $ 802,562 $ 673,214 Parts and service 23,897 21,890 15,729 Related party 41,302 21,726 15,655 Total revenues 950,449 846,178 704,598 Costs and expenses: Cost of operations, exclusive of depreciation and amortization 312,726 284,708 234,336 Depreciation and amortization 264,756 246,096 236,677 Selling, general, and administrative 72,666 72,714 61,278 Loss (gain) on disposition of assets 4,939 ( 1,667 ) 1,527 Impairment of assets 913 12,346 1,487 Total costs and expenses 656,000 614,197 535,305 Operating income 294,449 231,981 169,293 Other income (expense): Interest expense, net ( 193,471 ) ( 169,924 ) ( 138,050 ) Loss on extinguishment of debt ( 4,966 ) — — Gain on derivative instrument 5,684 7,449 — Other 110 127 91 Total other expense ( 192,643 ) ( 162,348 ) ( 137,959 ) Net income before income tax expense 101,806 69,633 31,334 Income tax expense 2,231 1,365 1,016 Net income 99,575 68,268 30,318 Less: distributions on Preferred Units ( 17,550 ) ( 47,775 ) ( 48,750 ) Net income (loss) attributable to common unitholders’ interests $ 82,025 $ 20,493 $ ( 18,432 ) Weighted-average common units outstanding – basic 113,389 98,634 97,780 Weighted-average common units outstanding – diluted 114,501 100,675 97,780 Basic net income (loss) per common unit $ 0.72 $ 0.21 $ ( 0.19 ) Diluted net income (loss) per common unit $ 0.72 $ 0.20 $ ( 0.19 ) Distributions declared per common unit for respective periods $ 2.10 $ 2.10 $ 2.10 See accompanying notes to consolidated financial statements. F-4 Table of Contents USA COMPRESSION PARTNERS, LP Consolidated Statements of Changes in Partners’ Capital (Deficit) (in thousands) Common Units Warrants Total Partners’ capital ending balance, December 31, 2021 $ 87,129 $ 13,979 $ 101,108 Vesting of phantom units 3,860 — 3,860 Distributions and DERs, $ 2.10 per unit ( 205,219 ) — ( 205,219 ) Issuance of common units under the DRIP 2,132 — 2,132 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 (deficit) ending balance, December 31, 2022 ( 125,111 ) 8,812 ( 116,299 ) Vesting of phantom units 6,878 — 6,878 Distributions and DERs, $ 2.10 per unit ( 206,488 ) — ( 206,488 ) Issuance of common units under the DRIP 1,860 — 1,860 Unit-based compensation for equity-classified awards 271 — 271 Exercise and conversion of warrants into common units 8,812 ( 8,812 ) — Net income attributable to common unitholders’ interests 20,493 — 20,493 Partners’ deficit ending balance, December 31, 2023 ( 293,285 ) — ( 293,285 ) Vesting of phantom units 5,975 — 5,975 Distributions and DERs, $ 2.10 per unit ( 238,483 ) — ( 238,483 ) Issuance of common units under the DRIP 1,552 — 1,552 Unit-based compensation for equity-classified awards 465 — 465 Exercise and conversion of Preferred Units into common units 300,700 — 300,700 Net income attributable to common unitholders’ interests 82,025 — 82,025 Partners’ deficit ending balance, December 31, 2024 $ ( 141,051 ) $ — $ ( 141,051 ) See accompanying notes to consolidated financial statements. F-5 Table of Contents USA COMPRESSION PARTNERS, LP Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 99,575 $ 68,268 $ 30,318 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 264,756 246,096 236,677 Provision for expected credit losses 630 1,500 ( 700 ) Amortization of debt issuance costs 8,748 7,279 7,265 Unit-based compensation expense 16,552 22,169 15,894 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 assets 913 12,346 1,487 Changes in assets and liabilities: Accounts receivable and related-party receivables, net 5,677 ( 13,047 ) 29,980 Inventories ( 101,855 ) ( 76,796 ) ( 31,594 ) Prepaid expenses and other current assets ( 1,350 ) ( 1,833 ) ( 2,767 ) Other assets 3,876 4,197 3,465 Accounts payable ( 3,891 ) 523 7,547 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 Cash flows from investing activities: Capital expenditures, net ( 204,852 ) ( 238,522 ) ( 134,224 ) Proceeds from disposition of property and equipment 1,337 5,334 3,682 Proceeds from insurance recovery 1,501 535 597 Net cash used in investing activities ( 202,014 ) ( 232,653 ) ( 129,945 ) Cash flows from financing activities: 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 ) Cash distributions on common units ( 240,855 ) ( 209,049 ) ( 207,446 ) Cash distributions on Preferred Units ( 24,375 ) ( 48,750 ) ( 48,750 ) Deferred financing costs ( 18,603 ) ( 379 ) ( 549 ) Other ( 1,645 ) ( 489 ) ( 518 ) Net cash used in financing activities ( 139,317 ) ( 39,256 ) ( 130,610 ) Increase (decrease) in cash and cash equivalents 3 ( 24 ) 35 Cash and cash equivalents, beginning of year 11 35 — Cash and cash equivalents, end of year $ 14 $ 11 $ 35 See accompanying notes to consolidated financial statements. F-6 Table of Contents USA COMPRESSION PARTNERS, LP Consolidated Statements of Cash Flows (continued) (in thousands) Year Ended December 31, 2024 2023 2022 Supplemental cash flow information: Cash paid for interest, net of capitalized amounts $ 154,296 $ 163,589 $ 128,961 Cash paid for income taxes 1,461 1,146 887 Supplemental non-cash transactions: Non-cash distributions to certain common unitholders (DRIP) $ 1,552 $ 1,860 $ 2,132 Transfers from inventories to property and equipment, net 78,524 54,570 22,329 Changes in capital expenditures included in accounts payable and accrued liabilities ( 9,031 ) 3,644 6,507 Changes in financing costs included in accounts payable and accrued liabilities 14 125 ( 265 ) 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. F-7 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements (1) Organization and Description of Business Unless otherwise indicated, the terms “our,” “we,” “us,” “the Partnership,” and similar language refer to USA Compression Partners, LP, collectively with its consolidated subsidiaries. We are a Delaware limited partnership. Through our operating subsidiaries, we provide natural gas compression services to customers under fixed-term contracts in the natural gas and crude oil industries, using compression packages that we design, engineer, own, operate, and maintain. 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 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. The Partnership is a borrower under a revolving credit facility and its subsidiaries are guarantors of that revolving credit facility (see Note 10). The accompanying consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us. Net income (loss) attributable to partners is allocated to our common units and participating securities using the two-class income allocation method. All intercompany balances and transactions have been eliminated in consolidation. 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 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. As of December 31, 2024, USAC Management had 854 full-time employees. None of our employees are subject to collective bargaining agreements. (2) Basis of Presentation and Significant Accounting Policies Basis of Presentation Our accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC rules and regulations. Use of Estimates Our consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts in these consolidated financial statements and the accompanying results. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates. Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents. Trade Accounts Receivable Trade accounts receivable are recorded at their invoiced amounts. Allowance for Credit Losses We evaluate allowance for credit losses with reference to our trade accounts receivable balances, which are measured at amortized cost. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost of trade accounts receivable to equal the receivable’s carrying amounts, excluding the allowance for credit losses. F-8 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers and the overall business climate in which our customers operate, and make adjustments to the allowance for credit losses as necessary. 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 other companies within their industry. Inventories Inventories consist of serialized and non-serialized parts primarily used on compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are determined using the specific-identification cost method, while non-serialized parts inventories are determined using the weighted-average cost method. Purchases of inventories are considered operating activities within the Consolidated Statements of Cash Flows. Property and Equipment Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value as of the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over three to five years . Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization. When property and equipment is retired or sold, the associated carrying value and the related accumulated depreciation are removed from our accounts and any related gains or losses are recorded within our Consolidated Statements of Operations within the period of sale or disposition. Capitalized interest is calculated by multiplying our monthly effective interest rate on outstanding variable-rate indebtedness by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $ 0.2 million, $ 0.9 million, and $ 0.9 million for the years ended December 31, 2024, 2023, and 2022, respectively. Impairment of Long-Lived Assets The carrying value of long-lived assets that are not expected to be recovered from future cash flows are written down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable or will no longer be utilized within the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment involves idle units that do not meet the desired performance characteristics of our revenue-generating horsepower. The carrying value of a long-lived asset is not recoverable if the asset’s carrying value exceeds the sum of the undiscounted cash flows expected to be generated from the use and eventual disposition of the asset. If the carrying value of the long-lived asset exceeds the sum of the undiscounted cash flows associated with the asset, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units that we recently sold, or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to continue using. Refer to Note 5 for more detailed information about impairment charges during the years ended December 31, 2024, 2023, and 2022. Identifiable Intangible Assets Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 15 to 25 years. We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did no t record any impairment of identifiable intangible assets for the years ended December 31, 2024, 2023, or 2022. F-9 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the provision of services or the transfer of goods. Revenue is measured at the amount of consideration we expect to receive in exchange for providing services or transferring goods. Incidental items, if any, that are immaterial in the context of the contract are recognized as expenses. 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. Income Taxes USA Compression Partners, LP is organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes on their distributive share of our items of income, gain, loss, or deduction. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities. Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”). Texas Margin Tax impacts are included within our consolidated financial statements. Our wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), is a corporation for U.S. federal and state income tax purposes and any resulting tax impacts attributable to Finance Corp are included within our consolidated financial statements. Refer to Note 9 for more detailed information about the Texas Margin Tax for the years ended December 31, 2024, 2023, and 2022. Pass-Through Taxes Sales taxes incurred on behalf of, and passed through to, customers are accounted for on a net basis. Fair-Value Measurements Accounting standards applicable to fair-value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs we use to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. 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. Our revolving credit facility applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our revolving credit facility approximates its fair value. 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. F-10 Table of Contents 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): December 31, 2024 2023 Senior Notes 2026, aggregate principal $ — $ 725,000 Fair value of Senior Notes 2026 — 720,621 Senior Notes 2027, aggregate principal 750,000 750,000 Fair value of Senior Notes 2027 750,938 737,963 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. The following table summarizes the gross fair value of our interest-rate swap (in thousands): December 31, 2024 2023 Interest-rate swap $ — $ 1,204 Refer to Note 8 for additional information on the interest-rate swap. Operating Segment 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 The allowance for credit losses, which was $ 1.5 million and $ 2.3 million at December 31, 2024 and 2023, respectively, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance. The following summarizes activity within our trade accounts receivable allowance for credit losses balance (in thousands): Allowance for Credit Losses Balance as of December 31, 2022 $ 1,164 Current-period provision for expected credit losses 1,500 Write-offs charged against the allowance ( 487 ) Recoveries collected 83 Balance as of December 31, 2023 2,260 Current-period provision for expected credit losses 630 Write-offs charged against the allowance ( 1,416 ) 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. During the year ended December 31, 2022, we recognized a reversal of $ 0.7 million to the current-period provision for expected credit losses. 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. F-11 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements (4) Inventories Components of inventories are as follows (in thousands): December 31, 2024 2023 Serialized parts $ 66,631 $ 59,901 Non-serialized parts 67,270 54,827 Total inventories $ 133,901 $ 114,728 (5) Property and Equipment, Identifiable Intangible Assets, and Other Assets Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2024 2023 Compression and treating equipment $ 4,134,544 $ 3,902,115 Automobiles and vehicles 53,301 46,395 Computer equipment 38,614 33,456 Leasehold improvements 9,807 9,414 Buildings 3,935 3,464 Furniture and fixtures 963 868 Land 77 77 Total property and equipment, gross 4,241,241 3,995,789 Less: accumulated depreciation and amortization ( 1,967,865 ) ( 1,758,164 ) Total property and equipment, net $ 2,273,376 $ 2,237,625 Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Compression and treating equipment, acquired new 25 years Compression and treating equipment, acquired used 5 - 25 years Furniture and fixtures 3 - 10 years Vehicles and computer equipment 1 - 10 years Buildings 5 years Leasehold improvements 5 years 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 F-12 Table of Contents 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 Identifiable intangible assets, net consisted of the following (in thousands): Customer Relationships Trade Names Total Gross balance as of December 31, 2023 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization ( 260,523 ) ( 44,487 ) ( 305,010 ) Net balance as of December 31, 2023 $ 224,639 $ 21,013 $ 245,652 Gross balance as of December 31, 2024 $ 485,162 $ 65,500 $ 550,662 Accumulated amortization ( 286,628 ) ( 47,761 ) ( 334,389 ) Net balance as of December 31, 2024 $ 198,534 $ 17,739 $ 216,273 Amortization expense for the years ended December 31, 2024, 2023, and 2022, was $ 29.4 million, $ 29.4 million, and $ 29.4 million, respectively. The expected amortization of the intangible assets for each of the five succeeding years is as follows: Year Ending December 31, 2025 $ 29,380 2026 29,380 2027 14,486 2028 12,135 2029 12,135 Other Assets 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): December 31, 2024 2023 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 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 seven years , some of which include options that permit renewals for additional periods. We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use (“ROU”) assets, accrued liabilities, and operating lease liabilities within our Consolidated Balance Sheets. Finance leases are included in property and equipment, accrued liabilities, and other liabilities within our Consolidated Balance Sheets. 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 F-13 Table of Contents 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. ROU lease assets also include any lease payments made and exclude lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. 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. 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. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single-lease component. Supplemental balance sheet information related to leases consisted of the following (in thousands): December 31, 2024 2023 Operating leases: Lease right-of-use assets $ 14,336 $ 17,290 Accrued liabilities ( 4,013 ) ( 4,066 ) Operating lease liabilities ( 11,678 ) ( 14,731 ) Finance leases: Property and equipment, gross $ 4,417 $ 3,661 Accumulated depreciation ( 3,130 ) ( 2,628 ) Property and equipment, net 1,287 1,033 Accrued liabilities ( 374 ) ( 459 ) Other liabilities ( 1,127 ) ( 722 ) Components of lease expense consisted of the following (in thousands): Year Ended December 31, Income Statement Line Item 2024 2023 2022 Operating lease costs: Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 3,856 $ 3,586 $ 3,349 Operating lease cost Selling, general, and administrative 1,442 1,490 1,490 Total operating lease costs 5,298 5,076 4,839 Finance lease costs: Amortization of lease assets Depreciation and amortization 502 351 376 Short-term lease costs: Short-term lease cost Cost of operations, exclusive of depreciation and amortization 76 135 165 Short-term lease cost Selling, general, and administrative — 39 10 Total short-term lease costs 76 174 175 Variable lease costs: Variable lease cost Cost of operations, exclusive of depreciation and amortization 65 10 129 Variable lease cost Selling, general, and administrative 963 803 649 Total variable lease costs 1,028 813 778 Total lease costs $ 6,904 $ 6,414 $ 6,168 F-14 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements The weighted-average remaining lease terms and weighted-average discount rates were as follows: Year Ended December 31, 2024 2023 2022 Weighted-average remaining lease term: Operating leases 4 years 5 years 6 years Finance leases 4 years 4 years 4 years Weighted-average discount rate: Operating leases 5.4 % 5.1 % 4.9 % Finance leases 7.2 % 6.3 % 5.2 % Supplemental cash flow information related to leases consisted of the following (in thousands): Year Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 5,439 ) $ ( 5,034 ) $ ( 4,743 ) Operating cash flows from finance leases ( 157 ) ( 174 ) ( 124 ) Financing cash flows from finance leases ( 436 ) ( 489 ) ( 518 ) ROU assets obtained in exchange for lease obligations: Operating leases $ 1,432 $ 3,105 $ 1,720 Finance leases 756 — 790 Maturities of lease liabilities as of December 31, 2024, consisted of the following (in thousands): Operating Leases Finance Leases Total 2025 $ 4,718 $ 477 $ 5,195 2026 3,851 481 4,332 2027 3,075 484 3,559 2028 3,039 154 3,193 2029 2,593 54 2,647 Thereafter 255 99 354 Total lease payments 17,531 1,749 19,280 Less: present-value discount ( 1,840 ) ( 248 ) ( 2,088 ) Present value of lease liabilities $ 15,691 $ 1,501 $ 17,192 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. (8) Derivative Instrument 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. 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. F-15 Table of Contents 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): Assets Liabilities December 31, December 31, Balance Sheet Classification 2024 2023 2024 2023 Derivative instrument $ — $ 5,670 $ — $ — Derivative instrument, long term — — — 4,466 The following table summarizes the location and amounts recognized related to our derivative instrument within our Consolidated Statements of Operations (in thousands): Year Ended December 31, 2024 2023 2022 Gain on derivative instrument $ 5,684 $ 7,449 $ — (9) Income Tax Expense We are subject to the Texas Margin Tax, which applies a tax to our gross margin. We do not conduct business in any other state where a similar tax is applied. 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, (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): Year Ended December 31, 2024 2023 2022 Current tax expense $ 1,657 $ 1,417 $ 1,167 Deferred tax expense (benefit) 574 ( 52 ) ( 151 ) Total income tax expense $ 2,231 $ 1,365 $ 1,016 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. The tax effects of temporary differences related to property and equipment, identifiable intangible assets, and goodwill that gives rise to deferred tax assets (liabilities), included net within other liabilities, are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Goodwill $ 11 $ 12 Deferred tax liabilities: Property and equipment ( 4,763 ) ( 4,189 ) Identifiable intangible assets ( 23 ) ( 24 ) Total deferred tax liabilities ( 4,786 ) ( 4,213 ) Deferred tax liabilities, net $ ( 4,775 ) $ ( 4,201 ) 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. Our U.S. Federal income tax returns for years 2019 and 2020 currently are under examination by the Internal Revenue Service (“IRS”). Refer to Note 17 for more detailed information about our IRS examinations. Examinations of our F-16 Table of Contents 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. The Bipartisan Budget Act of 2015 provides that any tax adjustments (including any applicable penalties and interest) resulting from partnership audits generally will be determined at the partnership level for tax years beginning after December 31, 2017. To the extent possible under these rules, our General Partner may elect to either pay the taxes (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. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of the enactment, November 2, 2015. We do not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018. (10) Debt Obligations Our debt obligations, of which there is no current portion, consisted of the following (in thousands): December 31, 2024 2023 Senior Notes 2026, aggregate principal $ — $ 725,000 Senior Notes 2027, aggregate principal 750,000 750,000 Senior Notes 2029, aggregate principal 1,000,000 — Less: deferred financing costs, net of amortization ( 19,535 ) ( 10,725 ) Total senior notes, net 1,730,465 1,464,275 Revolving credit facility 772,092 871,813 Total long-term debt, net $ 2,502,557 $ 2,336,088 Revolving Credit Facility 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). The Partnership’s obligations under the Credit Agreement are guaranteed by the guarantors party to the Credit Agreement, which currently consists of all of the Partnership’s subsidiaries. In addition, under the Credit Agreement the Partnership’s Secured Obligations (as defined therein) are secured by: (i) substantially all of the Partnership’s assets and substantially all of the assets of the guarantors party to the Credit Agreement, excluding real property and other customary exclusions; and (ii) all of the equity interests of the Partnership’s U.S. restricted subsidiaries (subject to customary exceptions). Borrowings under the Credit Agreement bear interest at a per-annum interest rate equal to, at the Partnership’s option, either the Alternate Base Rate or SOFR plus the applicable margin. “Alternate Base Rate” means the greatest of (i) the prime rate, (ii) the applicable federal funds effective rate plus 0.50 %, and (iii) one-month SOFR rate plus 1.00 %. The applicable margin for borrowings varies (a) in the case of SOFR loans, from 2.00 % to 2.75 % per annum, and (b) in the case of Alternate Base Rate loans, from 1.00 % to 1.75 % per annum, and are determined based on a total-leverage-ratio pricing grid. In addition, the Borrower is required to pay commitment fees based on the daily unused amount of the Credit Agreement in an amount equal to 0.375 % per annum. Amounts borrowed and repaid under the Credit Agreement may be re-borrowed, subject to borrowing base availability. The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the facility has occurred, is continuing, or would result from the distribution; (ii) immediately prior to and after giving effect to such distribution, we are in compliance with the facility’s financial covenants; and (iii) immediately prior to and after giving effect to such distribution, we have availability under the Credit Agreement of at least $ 100 million. In addition, the Credit Agreement contains various covenants that may limit, among other things, our ability to (subject to exceptions): • grant liens; • make certain loans or investments; • incur additional indebtedness or guarantee other indebtedness; • enter into transactions with affiliates; F-17 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements • merge or consolidate; • sell our assets; and • make certain acquisitions. The Credit Agreement also contains various financial covenants, including covenants requiring us to maintain: • a minimum EBITDA to interest coverage ratio of 2.50 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA and interest expense annualized for the most-recent fiscal quarter; • a ratio of total secured indebtedness to EBITDA not greater than 3.00 to 1.00 or less than 0.00 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA annualized for the most-recent fiscal quarter; and • a maximum funded debt-to-EBITDA ratio, defined in the Credit Agreement as the Total Leverage Ratio, determined as of the last day of each fiscal quarter with EBITDA annualized for the most-recent fiscal quarter, of 5.25 to 1.00. In addition, the Partnership may increase the applicable ratio by 0.25 for any fiscal quarter during which a Specified Acquisition (as defined in the Credit Agreement) occurs and for the following two fiscal quarters, but in no event shall the maximum ratio exceed 5.50 to 1.00 for any fiscal quarter as a result of such increase. For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement. 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. As of December 31, 2024, we were in compliance with all of our covenants under the Credit Agreement. 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. Eligible compression units consist of compressor packages that are under service contracts, leased or rented, and carried in the financial statements as fixed assets. 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 %. 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. F-18 Table of Contents 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 2026 103.563 % 2027 101.781 % 2028 and thereafter 100.000 % 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. As of December 31, 2024, we were in compliance with such financial covenants under the 2029 Indenture. The Senior Notes 2029 are fully and unconditionally guaranteed (the “2029 Guarantees”), jointly and severally, on a senior unsecured basis by all of our existing subsidiaries (other than Finance Corp), and will be fully and unconditionally guaranteed, jointly and severally, by each of our future restricted subsidiaries that either borrows under, or guarantees, the Credit Agreement or guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes 2029 and the 2029 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. 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 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. F-19 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements 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: Year Percentages 2024 101.719 % 2025 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. The indenture governing the Senior Notes 2027 (the “2027 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2027 Indenture. As of December 31, 2024, we were in compliance with such financial covenants under the 2027 Indenture. The Senior Notes 2027 are fully and unconditionally guaranteed (the “2027 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors. The Senior Notes 2027 and the 2027 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. The Senior Notes 2027 and the 2027 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 2027. We have no assets or operations independent of our subsidiaries, and there are no significant restrictions on our ability to obtain funds from our subsidiaries by dividend or loan. Each of the Guarantors is 100% owned by us. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended. Subsidiary Guarantors The Partnership may from time to time file a Registration Statement on Form S-3 with the SEC to register the issuance and sale of, among other securities, debt securities, which may be co-issued by Finance Corp (together with the Partnership, the “Issuers”) and fully and unconditionally guaranteed on a joint and several basis by the Partnership’s operating subsidiaries for the benefit of each holder and the trustee. Such guarantees are expected to be subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, by way of a merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interest in such subsidiary guarantor; or (ii) upon delivery by an Issuer of a written notice to the trustee of the release or discharge of all guarantees by such subsidiary guarantor of any debt of the Issuers other than obligations arising under the indenture governing such debt and any debt securities issued under such indenture, except a discharge or release by or as a result of payment under such guarantees. Maturities of long-term debt for each of the five succeeding years are as follows (in thousands): Year Ending December 31, 2025 $ — 2026 772,092 2027 750,000 2028 — 2029 1,000,000 (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, F-20 Table of Contents 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. Refer to Note 12 for further information on these warrants. On November 13, 2018, the Partnership filed a Registration Statement on Form S-3 to register 41,202,553 common units that are potentially issuable upon conversion of the Preferred Units and exercise of the warrants described above. The Preferred Units rank senior to our common units with respect to distributions and liquidation rights. The holders of the Preferred Units are entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit. 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: Payment date Distribution per Preferred Unit February 4, 2022 $ 24.375 May 6, 2022 24.375 August 5, 2022 24.375 November 4, 2022 24.375 Total 2022 distributions $ 97.50 February 3, 2023 $ 24.375 May 5, 2023 24.375 August 4, 2023 24.375 November 3, 2023 24.375 Total 2023 distributions $ 97.50 February 2, 2024 $ 24.375 May 3, 2024 24.375 August 2, 2024 24.375 November 1, 2024 24.375 Total 2024 distributions $ 97.50 Announced Quarterly Distribution On January 16, 2025, we declared a cash distribution of $ 24.375 per unit on our Preferred Units. The distribution was paid on February 7, 2025, to the holders of the Preferred Units of record as of the close of business on January 27, 2025. Redemption and Conversion Features 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, 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. F-21 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements The holders of the Preferred Units are entitled to vote on an as-converted basis with the common unitholders and (as proportionately adjusted for unit splits, unit distributions, and similar transactions) will have certain other class voting rights with respect to any amendment to the Partnership Agreement that would adversely affect any rights, preferences, or privileges of the Preferred Units. 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. 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. The Preferred Units are presented as temporary equity within the mezzanine section of the Consolidated Balance Sheets because the redemption provisions on or after April 2, 2028 are outside the Partnership’s control. The Preferred Units were recorded at their issuance date fair value, net of issuance cost. Net income allocations increase the carrying value and declared distributions decrease the carrying value of the Preferred Units. As the Preferred Units are not currently redeemable, and it is not probable that they will become redeemable, adjustment to the initial carrying value is not necessary and would only be required if it becomes probable that the Preferred Units would become redeemable. January 2024 Conversion On January 12, 2024, the holders of the Preferred Units elected to convert 40,000 Preferred Units into 1,998,850 common units. 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): Preferred Units Balance as of December 31, 2021 $ 477,309 Net income allocated to Preferred Units 48,750 Cash distributions on Preferred Units ( 48,750 ) Balance as of December 31, 2022 477,309 Net income allocated to Preferred Units 47,775 Cash distributions on Preferred Units ( 48,750 ) Balance as of December 31, 2023 476,334 Net income allocated to Preferred Units 17,550 Cash distributions on Preferred Units ( 24,375 ) Exercise and conversion of Preferred Units into common units ( 300,700 ) Balance as of December 31, 2024 $ 168,809 Refer to Note 14 for information about the rights EIG Veteran Equity Aggregator, L.P. (along with its affiliated funds, “EIG”) has to designate one of the members of the board of directors of the General Partner (the “Board”). F-22 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements (12) Partners’ Deficit Common Units The change in common units outstanding were as follows: Common Units Outstanding Number of common units outstanding, December 31, 2021 97,344,707 Vesting of phantom units 224,386 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 Vesting of phantom units 310,059 Issuance of common units under the DRIP 87,808 Exercise and conversion of warrants into common units 2,360,488 Number of common units outstanding, December 31, 2023 100,986,011 Vesting of phantom units 272,616 Issuance of common units under the DRIP 65,352 Exercise and conversion of Preferred Units into common units 15,990,804 Number of common units outstanding, December 31, 2024 117,314,783 As of December 31, 2024, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer. The limited partners holding our common units have the following rights, among others: • right to receive distributions of our available cash within 45 days after the end of each quarter, so long as we have paid the required distributions on the Preferred Units for such quarter; • right to transfer limited partner unit ownership to substitute limited partners; • right to approve certain amendments of the Partnership Agreement; • right to electronic access of an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants, within 90 days after the close of the fiscal year end; and • right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year. F-23 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements Cash Distributions We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including holders of our common and phantom units, as follows (dollars in millions, except distribution per unit): Payment Date Distribution per Limited Partner Unit Amount Paid to Common Unitholders Amount Paid to Phantom Unitholders Total Distribution February 4, 2022 $ 0.525 $ 51.1 $ 1.2 $ 52.3 May 6, 2022 0.525 51.1 1.2 52.3 August 5, 2022 0.525 51.4 1.1 52.5 November 4, 2022 0.525 51.5 1.0 52.5 Total 2022 distributions $ 2.10 $ 205.1 $ 4.5 $ 209.6 February 3, 2023 $ 0.525 $ 51.6 $ 1.1 $ 52.7 May 5, 2023 0.525 51.6 1.1 52.7 August 4, 2023 0.525 51.6 1.2 52.8 November 3, 2023 0.525 51.6 1.1 52.7 Total 2023 distributions $ 2.10 $ 206.4 $ 4.5 $ 210.9 February 2, 2024 $ 0.525 $ 54.1 $ 1.0 $ 55.1 May 3, 2024 0.525 61.4 1.0 62.4 August 2, 2024 0.525 61.4 1.0 62.4 November 1, 2024 0.525 61.5 1.0 62.5 Total 2024 distributions $ 2.10 $ 238.4 $ 4.0 $ 242.4 Announced Quarterly Distribution On January 16, 2025, we announced a cash distribution of $ 0.525 per unit on our common units. The distribution was paid on February 7, 2025, to common unitholders of record as of the close of business on January 27, 2025. DRIP During the years ended December 31, 2024, 2023, and 2022, distributions of $ 1.6 million, $ 1.9 million, and $ 2.1 million, respectively, were reinvested under the DRIP resulting in the issuance of 65,352 , 87,808 , and 124,255 common units, respectively. On August 5, 2020, we filed a registration statement on Form S-3 for the issuance of up to 5,000,000 units under the DRIP. Warrants On April 27, 2022, the tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $ 17.03 per common unit was exercised in full by the holders. The exercise of these warrants was net settled by the Partnership for 534,308 common units. On October 27, 2023, the tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit was exercised in full by the holders. The exercise of the warrants was net settled by the Partnership for 2,360,488 common units. No warrants remained outstanding subsequent to the exercise on October 27, 2023. Income (Loss) Per Unit The computation of income (loss) per unit is based on the weighted average number of participating securities, which includes our common units and certain equity-based awards outstanding during the applicable period. 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 F-24 Table of Contents 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 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 Disaggregation of Revenue The following table disaggregates our revenue by type of service (in thousands): Year Ended December 31, 2024 2023 2022 Contract operations revenue $ 925,243 $ 823,661 $ 688,857 Retail parts and services revenue 25,206 22,517 15,741 Total revenues $ 950,449 $ 846,178 $ 704,598 The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands): Year Ended December 31, 2024 2023 2022 Services provided over time: Primary term $ 799,161 $ 643,284 $ 489,091 Month-to-month 126,082 180,377 199,766 Total services provided over time 925,243 823,661 688,857 Services provided or goods transferred at a point in time 25,206 22,517 15,741 Total revenues $ 950,449 $ 846,178 $ 704,598 Contract operations revenue Revenue from contracted compression, natural gas treating, and maintenance services is recognized ratably as services are provided to our customers under our fixed-fee contracts over the term of the contract. Initial contract terms typically range from six months to five years . However, we usually continue to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. 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 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. F-25 Table of Contents 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. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone service fee. We generally determine standalone service fees based on the service fees charged to customers or use expected cost plus margin. The majority of our service performance obligations are satisfied over time as services are rendered at selected customer locations on a monthly basis and based on specific performance criteria identified in the applicable contract. The monthly service for each location is substantially the same service month-to-month and is promised consecutively over the service contract term. We measure progress and performance of the service consistently using a straight-line, time-based method as each month passes, because our performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by our service. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. We have elected to apply the invoicing practical expedient to recognize revenue for such variable consideration, as the invoice corresponds directly to the value transferred to the customer based on our performance completed to date. There are typically no material obligations for returns or refunds. Our standard contracts do not usually include material non-cash consideration. Retail parts and services revenue Retail parts and services revenue primarily is earned on directly reimbursable freight and crane charges that are the financial responsibility of the customers and maintenance work on units at customer locations that are outside the scope of core maintenance activities. Revenue from retail parts and services is recognized at the point-in-time the part is transferred or service is provided and control is transferred to the customer. At such time, the customer has the ability to direct the use of the benefits of such part or service after we have performed our services. We bill upon completion of the service or transfer of the parts, and payment generally is due 30 days after receipt of our invoice. The amount of consideration we receive and revenue we recognize is based on the invoice amount. There are typically no material obligations for returns, refunds, or warranties. Our standard contracts do not usually include material variable or non-cash consideration. Deferred Revenue We record deferred revenue when cash payments are received or due in advance of our performance. Components of deferred revenue were as follows (in thousands): December 31, Balance sheet location 2024 2023 Current (1) Deferred revenue $ 63,900 $ 62,589 Noncurrent Other liabilities 6,616 6,000 Total $ 70,516 $ 68,589 ________________________ (1) We recognized $ 61.9 million of revenue during the year ended December 31, 2024, related to our deferred revenue balance as of December 31, 2023. Performance Obligations As of December 31, 2024, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 1.2 billion. We expect to recognize these remaining performance obligations as follows (in thousands): 2025 2026 2027 2028 Thereafter Total Remaining performance obligations $ 586,990 $ 338,327 $ 190,061 $ 74,600 $ 14,985 $ 1,204,963 (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. F-26 Table of Contents 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): Year Ended December 31, 2024 2023 2022 Related-party revenues $ 41,302 $ 21,726 $ 15,655 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). (15) Unit-Based Compensation Long-Term Incentive Plan In January 2013, the Board adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (as amended, the “LTIP”), which is available for certain employees, consultants, and directors of the General Partner and any of its affiliates who perform services for us. The LTIP provides for awards of unit options, unit appreciation rights, restricted units, phantom units, DERs, unit awards, profits interest units, and other unit-based awards. Under the LTIP, the maximum number of common units available for issuance is 10,000,000 and the term of the LTIP is until November 1, 2028. Awards that are forfeited, canceled, paid, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a committee thereof. (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 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 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, 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. These phantom unit awards vest incrementally, with 60 % of the phantom 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. Phantom units vest in full upon a change in control. 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. F-27 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements 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. The following table summarizes information regarding phantom unit awards for the periods presented: Number of Units Weighted-Average Grant Date Fair Value per Unit Phantom units outstanding at December 31, 2021 2,229,768 $ 13.57 Granted 603,365 18.31 Vested ( 386,916 ) 15.89 Forfeited ( 292,202 ) 14.10 Phantom units outstanding at December 31, 2022 2,154,015 $ 14.21 Granted 476,959 23.13 Vested ( 585,055 ) 13.29 Forfeited ( 122,887 ) 17.50 Phantom units outstanding at December 31, 2023 1,923,032 $ 17.08 Granted 17,384 24.70 Vested ( 506,516 ) 15.40 Forfeited ( 113,584 ) 18.09 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 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. F-28 Table of Contents 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 — $ — Granted 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. 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. Aggregate matching contributions made to employees’ 401(k) plans were $ 4.4 million, $ 3.8 million, and $ 3.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. (17) Commitments and Contingencies (a) Major Customers and Concentration of Credit Risk 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. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents have a zero-loss expectation because we maintain minimal balances in our cash and cash equivalents’ accounts and have no history of loss. Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S.; therefore, our customers may be similarly affected by changes in economic and other conditions within the industry. We perform periodic evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness to manage this risk. We generally do not obtain collateral for trade receivables, but we may require payment in advance. Payment terms are on a short-term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of the products and services we provide, and the terms of our customer agreements. F-29 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements (b) Litigation From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. (c) Tax Contingencies Our compliance with federal, state, and local 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 taxes. 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 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. Our U.S. 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. Under the Bipartisan Budget Act of 2015, there are several procedural steps, including an appeals process, to complete before a final imputed underpayment, if any, is determined. Based on discussions with the IRS, we estimate a potential range of loss from a final imputed underpayment of $ 0 to approximately $ 28.3 million, including interest, for potential adjustments resulting from the IRS examinations. 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) 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. F-30 Table of Contents USA COMPRESSION PARTNERS, LP Notes to Consolidated Financial Statements (19) Recent Accounting Pronouncements 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. 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 ASU 2023-09 on our consolidated financial statements and related disclosures. F-31