What changed in this filing

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Item 1. Business

2026-02-17 compared with 2025-02-11 · 45 added, 32 removed, 248 unchanged (24% of the section changed)

5 unchanged sentences

We have been providing compression services since 1998 and completed our initial public offering in January 2013.

On April 2, 2018, we acquired all of the equity interests in CDM Resource Management LLC and CDM Environmental & Technical Services LLC (the “CDM Acquisition”).

As of December 31, 2024, we had 3,862,102 horsepower in our fleet.

As of December 31, 2025, we had 3.9 million horsepower in our fleet.

On January 12, 2026, we acquired all of the equity interests in J-W Energy Company (“J-W Energy”) and its subsidiary, J-W Power Company (“J-W Power”), which acquisition we refer to as the J-W Power Acquisition.

An additional 1.0 million horsepower was added to our fleet through the J-W Power Acquisition.

Please see “Recent Developments” below for additional information on the J-W Power Acquisition.

We provide compression services to our customers primarily in connection with infrastructure applications, including both allowing for the processing and transportation of natural gas through the domestic pipeline system and enhancing crude oil production through artificial lift processes.

As such, our compression services play a critical role in the production, processing, and transportation of both natural gas and crude oil.

We have focused our 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.

According to studies promulgated by the EIA, the production and transportation volumes in these unconventional plays, namely tight oil and gas shale plays, are expected to collectively increase over the long term.

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This process, and other artificial-lift technologies are critical to the enhancement of oil production from horizontal wells operating in tight shale plays.

We operate a fleet of compression units with an average age of approximately 12 years and a useful life that could potentially extend decades when properly maintained.

We operate a fleet of compression units with an average age of approximately 13 years as of December 31, 2025 and a useful life that could potentially extend decades when properly maintained.

We acquire our compression units primarily from third-party fabricators who build the units to our specifications, utilizing specific components from original equipment manufacturers and assembling the units in a manner that provides us the ability to meet certain operating condition thresholds.

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Focusing on the needs of our customers and providing them with reliable and flexible compression services in geographic areas of attractive production helps us to generate stable and predictable cash flows in the near term.

We provide compression services to our customers under fixed-fee contracts with initial contract terms that typically range from six months to five years, depending on the application and location of the compression unit.

We provide compression services to our customers under fixed-fee contracts with initial contract terms that, as of December 31, 2025, typically range from six months to five years, depending on the application and location of the compression unit.

We typically 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.

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Our customers may have compression demands in conjunction with their field development projects in areas of the U.S.

where we are not currently operating, and we continually consider further expansion of our geographic areas of operation in the U.S.

where we are not currently operating, and we continually consider further expansion

of our geographic areas of operation in the U.S.

based upon the level of customer demand.

1 unchanged sentence

We also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal and natural gas cooling and dehydration, to natural gas producers and midstream companies.

Additionally, as a result of the J-W Power Acquisition, we also own and operate specialized manufacturing facilities for the manufacture of compression units.

Our assets and operations are organized into a single reportable segment and all are located and operated within the U.S.

1 unchanged sentence

such information is incorporated herein by reference.

Recent Developments

On January 12, 2026, the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the J-W Power Acquisition, pursuant to which USA Compression Partners, LLC purchased all of the issued and outstanding capital stock of J-W Energy from Westerman, Ltd.

for aggregate consideration of approximately $860.0 million, subject to customary purchase price adjustments, consisting of (i) 18,175,323 common units representing limited partner interests in the Partnership and (ii) approximately $430.0 million in cash.

Upon consummation of the J-W Power Acquisition, J-W Power and J-W Energy became wholly owned indirect subsidiaries of the Partnership.

The J-W Power Acquisition added approximately 0.8 million active horsepower and 1.0 million total horsepower to our fleet across key regions including the Northeast, Mid-Con, Rockies, Gulf Coast, Bakken and Permian Basin.

J-W Power also owns and operates specialized manufacturing facilities that support its internal compression requirements and those of third-party customers.

Our Relationship with Energy Transfer LP

In late 2024, we began implementing a shared services model with the owner of our General Partner, Energy Transfer.

Under this model, we will share personnel and resources in certain departments, including information technology, accounting, and human resources.

We believe this will increase efficiencies and support across our organization, while simultaneously reducing administrative costs.

We share certain services with the owner of our General Partner, Energy Transfer.

Under this shared service model, we share personnel and resources in certain departments, including information technology, accounting, and human resources, which increases efficiencies and support across our organization.

As of February 12, 2026, Energy Transfer owned 100% of the membership interest in our General Partner and 46,056,228 of our common units, which constituted a 32% limited partner interest in us.

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In general, our team of field technicians services only our compression fleet and ancillary equipment.

In limited circumstances, and for established customers, we will agree to service third-party owned equipment.

We do not own any compression fabrication facilities.

In certain circumstances we service third-party owned equipment.

As a result of the J-W Power Acquisition, we also own two compression fabrication facilities.

Our Compression Fleet

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As of December 31, 2025, the average age of our compression units was approximately 13 years.

Our modern, standardized compression unit fleet is powered primarily by the Caterpillar 3400, 3500, and 3600 engine classes, which range from 400 to 5,000 horsepower per unit.

These larger-horsepower units, which we define as 400 horsepower per unit or greater, represented 87.2% of our total fleet horsepower (including compression units on order) as of December 31, 2024.

The remainder of our fleet consists of smaller-horsepower units ranging from 40 horsepower to 399 horsepower that are used primarily in gas lift applications.

Our modern, standardized compression unit fleet as of December 31, 2025 is powered primarily by the Caterpillar 3400, 3500, and 3600 engine classes, which range from 400 to 5,000 horsepower per unit.

These larger-horsepower units, which we define as 400 horsepower per unit or greater, represented 87.6% of our total fleet horsepower (including compression units on order) as

of December 31, 2025.

The remainder of our fleet as of December 31, 2025 consists of smaller-horsepower units ranging from 40 horsepower to 399 horsepower that are used primarily in gas lift applications.

The unit fleet we acquired as a result of the J-W Power Acquisition consists of primarily of Caterpillar 3300, 3400 and 3500 engine classes.

We believe the average age and overall composition of our compressor fleet result in fewer mechanical failures, lower fuel usage, and reduced environmental emissions.

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________________________

(1) As of December 31, 2024, we had no horsepower units on order.

Subsequent to December 31, 2024, we ordered 4 large-horsepower units, consisting of 10,000 horsepower, for expected delivery during 2025.

(1) As a result of the J-W Power Acquisition, in January 2026 we added approximately 0.8 million active horsepower and 1.0 million total horsepower.

Many of our compression units contain devices that enable us to monitor the units remotely through cellular and satellite networks to supplement our technicians’ on-site monitoring visits.

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This ongoing communication allows us to quickly identify and respond to our customers’ compression requirements.

Our customers consist of approximately 275 companies in the energy industry, including major integrated oil companies, public and private independent exploration and production companies, and midstream companies.

As of December 31, 2025, our customers consisted of approximately 260 companies in the energy industry, including major integrated oil companies, public and private independent exploration and production companies, and midstream companies.

Our ten largest customers accounted for approximately 46%, 41%, and 39% of our total revenues for the years ended December 31, 2025, 2024, and 2023, respectively.

2 unchanged sentences

Air-X-Changers, Alfa Laval (US), AXH air-coolers, EADS Cooling Solutions, LLC, and R&R Engineering Co.

and Ariel Corporation, Cooper Machinery Services Gemini

products, and Arrow Engine Company for compressor frames and cylinders.

We also rely primarily on three vendors, A G Equipment Company, Alegacy Equipment, LLC., and Standard Equipment Company, to package and assemble our compression units.

and Ariel Corporation, Cooper Machinery Services Gemini products, and Arrow Engine Company for compressor frames and cylinders.

We also rely on several vendors, including Standard Equipment Company, a subsidiary of Energy Transfer, to package and assemble our compression units.

Additionally, J-W Power owns specialized manufacturing facilities that support its internal compression requirements and those of third-party customers.

Although we primarily rely on these suppliers, we believe alternative sources for natural gas compression equipment generally are available if needed.

1 unchanged sentence

We have not experienced any material supply problems to date.

Lead-times for new Caterpillar engines and new Ariel compressor frames have in the recent past varied between six months to over one year due to changes in demand and supply allocations, and as of December 31, 2024, lead-times for such engines and frames are approximately one year.

Lead-times for new Caterpillar engines and new Ariel compressor frames have in the recent past varied between six months to over one year due to changes in demand and supply allocations, and as of December 31, 2025, lead-times for such engines and frames have extended beyond one year, and in some cases with certain engine classes, are in excess of two years.

Please read Part I, Item 1A “Risk Factors – Risks Related to Our Business – We depend on a limited number of suppliers and are vulnerable to product shortages and price increases, which could have a negative impact on our results of operations”.

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Private parties also may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage.

While we believe that our operations are in substantial compliance with applicable environmental laws and regulations and that continued compliance with current requirements would not have a material adverse effect on us, we cannot predict whether our cost of compliance will materially increase in the future.

While we believe that our operations are in

substantial compliance with applicable environmental laws and regulations and that continued compliance with current requirements would not have a material adverse effect on us, we cannot predict whether our cost of compliance will materially increase in the future.

Any changes in, or more stringent enforcement of, existing environmental laws and regulations, or passage of additional environmental laws and regulations that result in more stringent and costly pollution control equipment, waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.

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The cost to comply with the revised air permit programs is not expected to be material at this time.

However, the TCEQ has stated it will consider

expanding application of the new air permit program statewide.

However, the TCEQ has stated it will consider expanding application of the new air permit program statewide.

At this point, we cannot predict the cost to comply with such requirements if the geographic scope is expanded.

3 unchanged sentences

Congress, from time to time, has considered legislation to reduce GHG emissions.

The Inflation Reduction Act of 2022 (the “IRA 2022”) imposes a methane emissions charge on certain oil and gas facilities, including onshore petroleum and natural gas production facilities, that emit 25,000 metric tons or more of carbon dioxide equivalent gas per year and exceed certain emissions thresholds.

In November 2024, the EPA issued a final rule to impose and collect the methane emissions charge authorized under the IRA 2022.

The Inflation Reduction Act of 2022 (the “IRA 2022”) imposed a methane emissions charge on certain oil and gas facilities, including onshore petroleum and natural gas production facilities, that emit 25,000 metric tons or more of carbon dioxide equivalent gas per year and exceed certain emissions thresholds.

The One Big Beautiful Bill Act, signed by President Trump on July 4, 2025, delays the imposition of the methane emissions charge until calendar year 2034.

We do not believe that this methane fee will have a material adverse effect on our business, financial position, results of operations, or cash flows.

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Congress, the EPA undertook to adopt regulations controlling GHG emissions under its existing CAA authority.

For example, in 2009, the EPA officially published its findings that emissions of carbon dioxide, methane, and other GHGs endanger human health and the environment, allowing the agency to proceed with the adoption of regulations that restrict emissions of GHG under existing provisions of the CAA.

For example, in 2009, the EPA officially published its findings that emissions of carbon dioxide, methane, and other GHGs endanger human health and the environment (the “Endangerment Finding”), allowing the agency to proceed with the adoption of regulations that restrict emissions of GHG under existing provisions of the CAA.

In 2009 and 2010, the EPA adopted rules regarding regulation of GHG emissions from motor vehicles and required the reporting of GHG emissions in the U.S.

from specified large GHG emissions sources, including petroleum and natural gas facilities such as natural gas transmission compression facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year.

On August 1, 2025, the EPA proposed rescinding the Endangerment Finding.

It remains uncertain how EPA’s rescindment of the Endangerment Finding, once final, will impact future regulation of GHG emissions.

In addition, from time to time, there have been various proposals to regulate hydraulic fracturing at the federal level.

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We recognize the need to decrease emissions and integrate alternative energy sources into our operations, and we actively pursue economically beneficial opportunities to reduce our environmental footprint.

To that end, we have continued the commercialization of dual-drive technology in our natural gas compression services, deploying our first compression units with dual-drive technology in the third quarter of 2022.

To that end, we have dual-drive technology as a product offering in our natural gas compression services.

Dual-drive technology offers the ability to switch compression drivers between an electric motor and a natural gas engine, to reduce our emissions of nitrogen oxide, carbon monoxide, carbon dioxide, and VOCs.

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In addition, where contamination may be present, neighboring landowners and other third parties sometimes file claims for personal injury, property damage, and recovery of response costs.

While we generate materials in the course of our operations that may be regulated as hazardous

substances, we have not received notification that we may be potentially responsible for cleanup costs under CERCLA at any site.

While we generate materials in the course of our operations that may be regulated as hazardous substances, we have not received notification that we may be potentially responsible for cleanup costs under CERCLA at any site.

While we do not currently own or lease any material facilities or properties for storage or maintenance of our idle compression units, we may use third-party properties for such storage and possible maintenance and repair activities.

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As of December 31, 2025, USAC Management had 885 full-time employees.

In addition, under our shared services model with Energy Transfer, in late 2024 we began utilizing the services of Energy Transfer employees in certain departments such as information technology, accounting, and human resources.

An additional 594 employees were added as a result of the J-W Power Acquisition.

In addition, under our shared services model with Energy Transfer we utilize the services of Energy Transfer employees in certain departments such as information technology, accounting, and human resources.

None of our employees are subject to collective bargaining agreements.

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We provide continuous training opportunities for employees, including training that is required by applicable laws, regulations, standards, and permit conditions.

Our safety standards and expectations are clearly communicated to all employees with the expectation that each individual has the obligation to make safety their highest priority.

Our safety standards and expectations are clearly communicated to all employees with the expectation that each individual has the

obligation to make safety their highest priority.

Our safety culture promotes an open environment for discovering, resolving, and sharing safety challenges.

10 unchanged sentences

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

What changed 10-K

Item 1. Business