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Item 1A. Risk Factors

2025-05-06 compared with 2024-11-05 · 59 added, 0 removed, 2 unchanged (97% of the section changed)

1 unchanged sentence

We have identified these risk factors as important factors that could cause our actual results to differ materially from those contained in any written or oral forward-looking statements made by us or on our behalf.

Except as set forth below, there have been no material changes to the risk factors disclosed in our 2024 Annual Report.

Changes in U.S.

trade policy and the impact of tariffs, including any resulting market volatility, may have a material adverse effect on our business and results of operations.

Our business and results of operations may be adversely affected by uncertainty and changes in U.S.

trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S.

or other governments.

For example, on March 12, 2025, the U.S.

government imposed a 25% tariff on steel imports, and on April 2, 2025, the U.S.

government announced a 10% tariff on product imports from almost all foreign countries and individualized higher tariffs on certain other countries.

Several tariff announcements have been followed by announcements of limited exemptions and temporary pauses.

These actions have caused uncertainty and volatility in financial markets and may result in retaliatory measures on U.S.

Steel is a necessary component to build our compression units, and we require various other materials and equipment to operate and maintain our compression units.

Any imposition of or increase in tariffs on imports of steel or other materials or equipment utilized in our business, as well as corresponding price increases for such materials available domestically, could increase the costs to purchase new compression units and to maintain our operations.

We may not be able to fully pass along the cost increases to our customers, which could materially and adversely affect our business and results of operations.

Additionally, our customers may be also affected by tariffs and the resulting volatility in pricing and demand, which could in turn affect demand for our services.

Similarly, declines in consumer confidence and/or consumer spending, changes in unemployment, significant inflationary or deflationary changes or disruptive regulatory or geopolitical events could contribute to increased volatility and diminished expectations for the economy, including the market for our services, and lead to demand or cost pressures that could negatively and adversely impact our business.

Volatility in the capital markets could also limit our ability to access capital on favorable terms, which could have an adverse impact on our ability to grow our business.

The nature of these types of risks, which are often unpredictable, makes them difficult to plan for, or otherwise mitigate, and they are generally uninsurable—which compounds their potential impact on our business and results of operations.

The following documents are filed, furnished, or incorporated by reference as part of this report:

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)

Restrictive Covenant and Separation Agreement and Full Release of Claims dated January 1, 2025 between USA Compression GP, LLC and Eric D.

Long (incorporated by reference to Exhibit 10.6 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

001-35779) filed on February 11, 2025)

Consulting Agreement dated January 1, 2025 between USA Compression GP, LLC and Eric D.

Long (incorporated by reference to Exhibit 10.7 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

001-35779) filed on February 11, 2025)

Restrictive Covenant and Separation Agreement and Full Release of Claims dated March 3, 2025 between USA Compression GP, LLC and G.

USA Compression Partners, LP Second Amended and Restated Annual Cash Incentive Plan

22.1 List of Subsidiary Guarantors and Co-Issuer (incorporated by reference to Exhibit 22.1 to the Partnership's Quarterly Report on Form 10-Q (File No.

001-35779) filed on May 7, 2024)

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

101.1* The following materials from USA Compression Partners, LP’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) our unaudited condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, (ii) our unaudited condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024, (iii) our unaudited condensed consolidated statements of changes in partners’ deficit for the three months ended March 31, 2025 and 2024, (iv) our unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, and (v) the related notes to our unaudited condensed consolidated financial statements.

104* The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (included with Exhibit 101.1)

________________________________

* 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.

† Management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

USA COMPRESSION PARTNERS, LP

USA Compression GP, LLC

its General Partner

May 6, 2025 By:

/s/ Christopher M.

Christopher M.

Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

Vice President and Controller

(Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors