What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-11 · 719 added, 801 removed, 1747 unchanged (47% of the section changed)

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

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

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

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

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

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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.

Based on this assessment, our management believes that, as

of December 31, 2025, 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, 2025, as stated in their report, which is included herein.

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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.

In February 2026, the Compensation Committee approved a one-time special incentive retention bonus for Christopher J.

Wauson in the amount of $500,000 (the “Special Bonus”).

The Special Bonus was approved by the Compensation Committee based on the recommendation of senior management in recognition of, among other things, (i) Mr.

Wauson’s recent appointment as the Senior Vice President and Chief Operating Officer of the Company and prompt relocation to Dallas to assume the role;

(ii) his 2025 calendar year performance;

and (iii) the anticipation of his role in several key current and future initiatives.

The approval of the Special Bonus by the Compensation Committee was conditioned upon entry by Mr.

Wauson into a Special Bonus Retention Agreement with the General Partner (the “Retention Agreement”) which provides (i) if, prior to the second (2nd) anniversary of the effective date of the Retention Agreement, Mr.

Wauson’s employment with the Partnership terminates (other than as a result of (x) a termination without cause by the Partnership;

(y) his death;

or (z) his permanent disability as determined by the Partnership), he will be obligated to remit and repay one-hundred percent (100%) of the Special Bonus to the Partnership;

and (ii) if, after the second (2nd) anniversary but prior to March 1, 2029, Mr.

Wauson’s employment with the Partnership terminates (other than as a result of (x) a termination without cause by the Partnership;

(y) his death;

or (z) his permanent disability as determined by the Partnership), he will be obligated to remit and repay fifty percent (50%) of the Special Bonus to the Partnership.

Wauson and the General Partner entered into the Retention Agreement on February 12, 2026.

The foregoing summary of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Agreement, which is filed as Exhibit 10.22 hereto, and is incorporated herein by reference.

Rule 10b5-1 Trading Plans

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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.

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 any rights and restrictions that may be 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.

We do not have a nominating committee in light of the fact that Energy Transfer currently has 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.

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.

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, 8115 Preston Road, Suite 700, Dallas, Texas 75225.

Such communications should specify the intended recipient or recipients.

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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.

Joyce, Waldheim, and Wortham is “independent” within the meaning of the applicable NYSE and Exchange

Act rules governing audit committee independence.

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

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

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

We will provide a copy of the Audit Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8115 Preston Road, Suite 700, Dallas, Texas 75225.

Compensation Committee.

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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.

We will provide a copy of the Compensation Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8115 Preston Road, Suite 700, Dallas, Texas 75225.

Conflicts Committee.

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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.

We will provide copies of the Guidelines and the Code to any of our unitholders without charge upon written request to Investor Relations, 8115 Preston Road, Suite 700, Dallas, Texas 75225.

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

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Christopher M.

Paulsen 47 Vice President, Chief Financial Officer and Treasurer

Scheller 61 Vice President and Chief Operating Officer

Paulsen 48 Senior Vice President, Chief Financial Officer and Treasurer

Christopher J.

Wauson 45 Senior Vice President and Chief Operating Officer

Christopher W.

Porter 41 Vice President, General Counsel and Secretary

Porter 42 Senior Vice President, General Counsel and Secretary

Bramhall 49 Director

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

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

Clint Green has served as our President and Chief Executive Officer since October 2024.

Prior to this position, Mr.

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Christopher M.

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

Prior to this position, Mr.

Paulsen has served as our Senior Vice President, Chief Financial Officer and Treasurer since January 2026 and prior to that was our Vice President, Chief Financial Officer and Treasurer since November 2024.

Prior to joining us, 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.

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Prior to joining Pioneer, Mr.

Paulsen worked for SBC Communications in planning as well as

Paulsen worked for SBC Communications in planning as well as treasury.

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

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

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

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

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.

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.

Scheller also is a CFA ® charterholder.

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.

Christopher J.

Wauson has served as our Senior Vice President and Chief Operating Officer since January 2026 and prior to that was our Vice President and Chief Operating Officer since April 2025.

Prior to that, he served as the company’s Regional Vice President of Operations, a position he held since USA Compression acquired CDM Resource Management in 2018.

From 2011 to 2018, Mr.

Wauson held roles of increasing responsibility at CDM Resource Management, where he advanced to Senior Vice President of Operations.

Prior to CDM Resource Management, Mr.

Wauson held various positions in the energy and natural gas compression industries beginning in 1999 at companies including Hanover, Alcoa and Valerus Compression.

Wauson holds an associate’s degree in Instrumentation/ Electrical Technology from the University of Houston.

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.

Porter has served as our Senior Vice President, General Counsel and Secretary since January 2026 and prior to that was our Vice President, General Counsel and Secretary since January 2017.

Porter joined us in October 2015 as our Associate General Counsel and Assistant Secretary.

From January 2010 through October 2015, Mr.

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degree in finance from Texas A&M University, and a J.D.

degree from The George Washington University.

degree from George Washington University.

Bramhall has served on the Board since April 2024.

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

Harris has served on our Board since February 2024.

Harris has served on the Board since February 2024.

Until February 2024, Mr.

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

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

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

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

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Since May 2022, Mr.

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

Long also has served as a director of Texas Capital Bancshares, Inc., and was appointed to the board of directors of TXSE Group Inc., the parent company of the Texas Stock Exchange, in July 2024.

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

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

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

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

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

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

He also served on the board of

directors of the general partner of Sunoco LP from May 2016 until May 2021.

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.

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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.

Mason assumed leadership responsibility over Energy Transfer’s newly created Alternative Energy Group, which focuses on the development of alternative energy infrastructure projects.

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

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Mason 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.

from October 2012 to April 2017.

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.

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Clint Green, President and CEO;

Long, Former President and CEO;*

• Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer;

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

Scheller, Vice President and Chief Operating Officer;

• Christopher J.

Wauson, Vice President and Chief Operating Officer;*

• Christopher W.

Porter, Vice President, General Counsel and Secretary;

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

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.

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

Paulsen’s appointment, Mr.

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

Kimble left the Partnership on December 6, 2024.

Scheller, Former Vice President and Chief Operating Officer*

Scheller resigned from his position as Vice President and Chief Operating Officer effective April 4, 2025.

Effective April 5, 2025, Mr.

Wauson was appointed by the Board as the Vice President and Chief Operating Officer.

Each of Messrs.

Paulsen, Wauson and Porter began serving in a Senior Vice President position with the Partnership beginning in January 2026 (i.e.

as Senior Vice President, Chief Financial Officer and Treasurer;

Senior Vice President and Chief Operating Officer, and Senior Vice President, General Counsel and Secretary, respectively).

Compensation Philosophy and Objectives

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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 seeks a total compensation program for the NEOs that provides for a slightly below the median market annual base compensation (i.e., approximately the 30 th to 40 th percentile of market) but incentive-based compensation composed of a combination of compensation vehicles to reward both short- and long-term performance that are both targeted to pay out at approximately the top-quartile of market.

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.

(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 and (ii) the annual grant of time-based phantom unit, restricted unit, or cash restricted unit awards under our equity incentive plan(s).

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.

Historically, we have granted phantom unit awards (“Phantom Units”) that vested, 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.

Since December 2024, however, we have granted time-based awards through a combination of restricted unit awards (“RSUs”) and cash restricted units (“CRSUs”), with 75% awarded as RSUs and the remaining 25% awarded as CRSUs.

The RSUs 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 and the CRSUs vest, based generally upon continued employment, at a rate of 1/3 annually over a three-year period.

While we utilize time-based forms of equity-based awards, beginning with the awards approved in December 2025 consistent with the practices used by the Energy Transfer Group (as that term is defined below), the grant date valuation was set using a modified total unitholder return (“TUR”) performance metric as measured against the average return of Alerian MLP index (AMZ) over defined periods of time.

The modified TUR is designed to create a recognition of a performance adjustment to the equity-based awards based on the prior periods measured to add an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are time-vested vehicles.

The following charts illustrate the level of at-risk incentive compensation we awarded in 2025 to our CEO and, on an averaged basis, the other NEOs who were serving as executive officers as of December 31, 2025.

“Variable/at-risk” compensation is comprised of time-based incentive awards, including RSUs and CRSUs, and annual discretionary cash bonuses, and “fixed” compensation is comprised of base salary.

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;

• reward executive officers with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile 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;

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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.

The Compensation Committee considers relevant data available to it to assess our competitive position with respect to base salary, annual short-term incentives and long-term incentive compensation, and the alignment of the compensation program with the Partnership’s compensation philosophy described above.

Specifically, for the NEOs, the Compensation Committee:

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• verifies the achievement of previously established performance goals;

• 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”).

• approves the resulting cash or equity-based awards to the NEOs.

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 consults with and takes into account guidance and input, as appropriate, from our CEO, Energy Transfer’s Co-CEO, and Energy Transfer’s Group Senior Vice President of Human Resources 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.

In determining the compensation for the NEOs, the Compensation Committee takes into account input and recommendations from the CEO, Energy Transfer’s Co-CEO, and Energy Transfer’s Group Senior Vice President of Human Resources.

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

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:

In 2025, 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 “2025 Meridian Report”), which report updated and replaced the most recent report prepared by Meridian in 2023 (the “2023 Meridian Report”).

In conducting its review, Meridian assisted in the development of the final “peer group” of companies in the oil and gas space that most closely reflect our profile after considering factors like revenue, total assets, enterprise value and market cap.

The final “peer group” represented an expanded reference of companies composed of a broader group of oil and gas companies, including a large focus on equipment and services companies but also including certain marketing companies, transportation and storage and upstream comparators whose data provided additional market context.

For 2025, the core group of peer

companies was updated from the 2023 Meridian Report to reflect changes assessed by Meridian from the prior market review.

The core identified companies were:

Company Ticker

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Archrock, Inc.

Atlas Energy Solutions Inc.

DT Midstream, Inc DTM

Enerflex Ltd.

EnLink Midstream, LLC ENLC

Expro Group Holdings N.V.

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Helmerich & Payne, Inc.

Kodiak Gas Services, Inc.

NuStar Energy L.P.

Oil States International, Inc.

Kodiak Gas Services, Inc KGS

Kinetic Holdings, Inc.

Oil States International, Inc OIS

Patterson-UTI Energy PTEN

Pro Petro Holding Corp.

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Summit Midstream Partners, LP SMLP

Sunoco LP SUN

TETRA Technologies, Inc.

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

Long-term equity incentive awards (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.

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

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

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

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:

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

Initial base salaries for 2025 for Messrs.

Green, Paulsen, and Wauson were determined when they were appointed in October 2024, November 2024,

and April 2025, respectively.

In connection with determining initial base salaries for Messrs.

Porter and Scheller for 2025, the Compensation Committee and CEO considered cost of living increases, internal compensation levels within the Energy Transfer Group, and comparable salaries for certain executive roles within our peer group contained in the 2023 Meridian Report, and determined to provide an increase to base salary for Messrs.

Porter and Scheller for 2025.

The initial 2025 base salaries, and 2024 base salaries for certain NEOs, are set forth in the following table:

Name and Principal Position 2025 Base Salary ($)(1)

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Clint Green, President and Chief Executive Officer 500,000 500,000 (2)

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

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer 425,000 425,000 (2)

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

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

Christopher J.

Wauson, Vice President and Chief Operating Officer 375,000 —

Christopher W.

Porter, Vice President, General Counsel and Secretary 422,300 410,000

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

Scheller, Former Vice President and Chief Operating Officer* 432,600 (3) 420,000

________________________

Green joined the Partnership effective October 3, 2024.

The amount above reflects his annualized base salary for 2024.

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

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

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

Paulsen joined the Partnership effective November 18, 2024.

The amount above reflects his annualized base salary for 2024.

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

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

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

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

Kimble left the Partnership effective December 6, 2024.

The amount above reflects his annualized base salary for 2024.

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

(1) The 2025 base salaries reflected in the table are annualized amounts as of January 1, 2025, other than the amount for Mr.

Wauson, which is his annualized base salary following his appointment on April 5, 2025.

See “– Summary Compensation Table” below for the base salary actually paid to each NEO in 2025.

(2) The 2024 base salaries for Messrs.

Green and Paulsen reflect such officer’s annualized base salary rate for 2024.

Green and Paulsen were actually paid $124,923 and $52,308 in base salary, respectively, in 2024, based on their time with Partnership during 2024.

Scheller left the Partnership effective April 4, 2025.

In August 2025, after completion of the 2025 Meridian report and in order to align our compensation cycle with the Energy Transfer Group’s compensation cycle, the Compensation Committee performed a compensation merit review of the NEOs, other than Mr.

Following this review, the Compensation Committee increased the base salaries for these NEOs.

In July 2025, the Compensation Committee performed a compensation merit review of Mr.

Porter in connection with the amendment to his Employment Agreement (as defined below), and increased Mr.

Porter’s base salary.

See “– Employment Agreement” below for more details on Mr.

Porter’s Employment Agreement.

The base salaries following these increases are set forth in the following table:

Name and Principal Position (2) 2025 Base Salary ($)(1)

Clint Green, President and Chief Executive Officer 525,000

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer 450,000

Christopher J.

Wauson, Vice President and Chief Operating Officer 425,000

Christopher W.

Porter, Vice President, General Counsel and Secretary 435,000

________________________

(1) The 2025 base salaries reflected in the table are annualized amounts following the increases.

These increases took effect for the payroll on August 22, 2025 for Messrs.

Green, Paulsen and Wauson, and for the payroll on July 11, 2025 for Mr.

See “– Summary Compensation Table” below for the base salary actually paid to each NEO in 2025.

Scheller left the Partnership effective April 4, 2025, prior to the compensation increases.

Annual Cash Incentive Compensation for 2025

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.

In March 2025, the Compensation Committee approved the USA Compression Partners, LP Second Amended and Restated Annual Cash Incentive Plan (the “Bonus Plan”), which was effective as of January 2025.

Each NEO’s potential bonus is governed by the Bonus Plan and, for Mr.

Porter, also governed by his Employment Agreement.

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.

In February 2026, the Compensation Committee made the determination to pay annual cash bonus awards to our NEOs, under the Bonus Plan attributable to the year ended December 31, 2025.

Although the funding of the Bonus Plan generally is based on our satisfaction of certain performance measures that were previously established for the 2025 year, the Compensation Committee retains the authority to use its business judgment 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

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Distributable Cash Flow Budget Target Payout Factor 30%

Leverage Ratio Budget Target Payout Factor 30%

Departmental Budget Target Payout Factor 10%

Safety Budget Target Payout Factor 10%

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% of Budget Target Bonus Pool Payout Factor

Greater than or equal to 110% 1.20x

Greater than 110 1.35x

107 – 110 1.30x

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101 – 103 1.10x

Less than 80.0% 0.00x

95.0 – 101 1.00x

90.0 – 94.9 0.90x

85.0 – 89.9 0.85x

80 – 84.9 0.75x

For the 2025 year, the Compensation Committee set the Adjusted EBITDA Budget Target at $600.0 million and the DCF Budget Target at $360.0 million.

The Leverage Ratio Budget Target Payout Factor (the “Leverage Ratio Factor”) assigns payout factors based on the Partnership’s achievement of its budgeted Leverage Ratio (as defined in the Partnership’s Credit Agreement, provided that, for

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

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 Departmental Budget Target Payout Factor (the “Departmental Budget Factor”) assigns payout factors based on the specific dollar amount of general and administrative expenses or operating and maintenance expenses set for each department of the Partnership.

Departmental Budget Ratio Factor

% of Budget Target Bonus Pool Payout Factor

0.0 – 100.9 1.00x

101.0 – 105.9 0.90x

106.0 – 110.9 0.70x

111.0 – 114.9 0.50x

For the 2025 year, the Compensation Committee set the Departmental Budget Target (as defined in the Bonus Plan) at $60.5 million.

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.

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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.

For the 2025 year, the Compensation Committee set the Safety Budget Target (as defined in the Bonus Plan) at 0.90.

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.

Further, under the Bonus Plan no other targets are considered unless the Adjusted EBITDA Budget Target result is at least 80% of its Budget Target.

In the case of the NEOs, their bonus pool targets for the 2025 year range from 65% to 135% of their respective annual base salaries.

For the 2025 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for each NEO as follows:

Wauson, upon his appointment in April 2025, which the Compensation Committee reaffirmed in connection with its compensation merit review in August 2025, (ii) for Mr.

Porter, in connection with his compensation merit review in July 2025, and (iii) for Messrs.

Green and Paulsen, in connection with their compensation merit reviews in August 2025.

These Target Bonuses were set as a percentage of the NEO’s base salary.

For the bonus applicable to the 2025 year, the Target Bonus, as a percentage of base salary and as a dollar amount, is reflected in the table below.

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Clint Green, President and Chief Executive Officer 135 % 708,750

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

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer 105 % 472,500

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

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

Christopher J.

Wauson, Vice President and Chief Operating Officer 105 % 446,250

Christopher W.

Porter, Vice President, General Counsel and Secretary 105 % 456,750

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.

Paulsen did not have a Target Bonus allocation for 2024.

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

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

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

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

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:

Scheller left the Partnership effective April 4, 2025 and, as such, was ineligible to participate in the Bonus Plan for 2025.

The annual cash bonus pool targets for 2025 were based on the determination of the Compensation Committee 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.

For the year ended December 31, 2025, we achieved (i) Adjusted EBITDA of $613.76 million or 102.3% of target resulting in an Adjusted EBITDA Bonus Pool Payout Factor of 1.10;

(ii) DCF of $385.68 million or 104.4% of target, resulting in a DCF Bonus Pool Payout Factor of 1.20;

(iii) Departmental Budget of $60.089 million or 99.3% of target, resulting in a Departmental Budget Bonus Pool Payout Factor of 1.00;

and (iv) a TRIR of 0.39 or 55.7% of target resulting in a Safety Budget Bonus Pool Payout Factor of 1.00.

Based on these achieved results, the Compensation Committee approved a total bonus pool of 111% of Bonus Plan target.

The awards made to each of the NEOs pursuant to the Bonus Plan with respect to the year ended December 31, 2025 were as follows:

Name (1) Bonus ($)

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Paulsen, Vice President, Chief Financial Officer and Treasurer 507,000

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

Scheller, Vice President and Chief Operating Officer 420,000

Christopher J.

Wauson, Vice President and Chief Operating Officer 450,500

Christopher W.

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________________________

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

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

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

Paulsen did not have a Target Bonus allocation for 2024.

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

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

Scheller left the Partnership effective April 4, 2025, and as such, was ineligible to participate in the Bonus Plan for 2025.

Amounts received 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”).

While the Partnership has historically granted Phantom Units awards under its long-term incentive award program, beginning in December 2024, the Partnership began granting awards of RSUs together with awards of CRSUs.

The vesting terms of these awards and the target award levels for the 2025 RSUs and CRSUs are described below.

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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.

The Compensation Committee acts as the administrator of the LTIP, which 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.

However, since our initial public offering in 2013, the Compensation Committee has only granted awards of Phantom Units and RSUs with DERs under 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, 2025.”

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

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

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

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

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

Cash Restricted Unit Awards

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

Under our Phantom Unit Agreement and Restricted Unit Agreement that are currently in effect, vesting occurs as follows:

• 60% vesting on the third December 5 following the grant;

• 40% vesting on the fifth December 5 following the grant;

• accelerated vesting of 100% of the outstanding unvested award(s) in the event of a Change in Control (as defined under the LTIP and set forth below under “Potential Payments upon Termination or Change in Control”);

• accelerated vesting of 100% of the outstanding unvested award(s) in the event of 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, as discussed below under “Potential Payments Upon a Termination or Change of Control”, the Phantom Unit Agreements and Restricted Unit Agreements provide that outstanding unvested Phantom Units and RSUs would automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the executive is terminated.

In addition, the award agreements also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards at age 65 and 50% at age 68.

These acceleration provisions require that the participant have not less than (i) ten (10) years in respect of Phantom Unit awards or (ii) five (5) years in respect of RSU awards of employment service to the Partnership or an affiliate and are subject to the applicable provisions of IRC Section 409(A), which may include a six (6) month delay in the vesting after retirement.

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

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

CRU Plan Awards

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”).

Each CRSU represents the right to receive an amount of cash equal to the fair market value of a common unit upon the vesting of such CRSU, 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.

Under our Cash Restricted Unit Agreements that are currently in effect, vesting occurs as follows:

• 1/3 vesting of the award on each December 5 following the grant;

• accelerated vesting of 100% of the outstanding unvested award(s) in the event of a Change in Control (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”);

• accelerated vesting of 100% of the outstanding unvested award(s) in the event of 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”)

Additionally, as discussed below under “Potential Payments Upon a Termination or Change of Control”, the CRSU Agreements provide that outstanding unvested CRSUs would automatically accelerate upon a change in control event, which means vesting automatically accelerates upon a change of control irrespective of whether the executive is terminated.

In addition, the CRSU award agreements also include certain acceleration provisions upon retirement with the ability to accelerate 40% of outstanding unvested awards at age 65 and 50% at age 68.

These acceleration provisions require that the participant have not less than five (5) years of employment service to the Partnership or an affiliate and are subject to the applicable provisions of IRC Section 409(A), which may include a six (6) month delay in the vesting after 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 vesting of the CRSUs are subject, in each case described above, to the NEO’s continued employment with us or our affiliates until the relevant vesting date.

The target level of annual long-term incentive awards granted in 2025 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.

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

In determining the level of the 2025 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 base salaries used for these calculations were the base salaries for the 2025 calendar year following the mid-year increases described above.

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 2025, the Partnership utilized a 60 trading-day trailing weighted average price of the Partnership’s common units prior to November 1, 2025 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:

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

A multiple of base salary is used to set the pool target, that number is then divided by a weighted average price determined by considering our modified TUR performance as measured against the average return of Alerian MLP index (AMZ) over defined time periods.

The decision to use the AMZ for the TUR analysis was a recognition of the challenge of matching our business with an adequate set of peer companies for performance evaluation.

It was determined that the AMZ would provide the most adequate basis for analysis.

We will continue to evaluate the best and most adequate tool to appropriately measure an appropriate modified TUR analysis and will make changes as appropriate in future years.

The modified TUR is designed to create a recognition of performance adjustment based on the prior periods measured to an element of performance impact in setting grant date value even though the RSUs and CRSUs themselves are a time-vested vehicle.

For purposes of establishing an initial price, we utilized a 60 trading-day trailing weighted average price of our common units prior t o November 1 of 2025.

This average trading price is then subject to adjustment when our TUR is more than 10% greater or less than that of companies within the AMZ .

If the TUR analysis yields a result that is within 10% of the AMZ, the Compensation Committee will simply use the 60 trading day trailing weighted average price divided by the applicable salary multiple to establish a target pool for each eligible participant, including the NEOs.

If our TUR is outside of the 10% deviation, the 60 trading day trailing weighted average will be adjusted.

For purposes of the adjustment to the trailing average we will consider deviations from 10% to 30% up or down, which number will then be divided by two to establish a maximum of 15% either way from the trailing weighted average price based on our performance as compared to the AMZ.

For 2025, our TUR performed within 10% of the AMZ for the applicable measurement period.

As such, the 60 day trailing weighted average price was used to establish the total available pool without adjustment.

Long-Term Incentive Target Amounts Awarded December 5, 2025

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Paulsen, Vice President, Chief Financial Officer and Treasurer 250 % 1,184,376

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

Christopher J.

Wauson, Vice President and Chief Operating Officer 250 % (2) 1,118,847

Christopher W.

Porter, Vice President, General Counsel and Secretary 250 % 1,145,544

________________________

Kimble left the Partnership, and Mr.

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

Accordingly, no such awards were granted to Messrs.

Long or Kimble for 2024.

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

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

Scheller left the Partnership effective April 4, 2025, prior to long-term incentives awarded.

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

Wauson in December 2025, the Compensation Committee awarded Mr.

Wauson an LTIP award on August 12, 2025 for 20,000 RSUs, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the Phantom Units vesting on December 5, 2029.

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

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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.

With respect to the Phantom Units that vested in 2025, the Compensation Committee previously approved a default settlement method for Phantom Units of 50% in cash and 50% in common units.

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

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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.

The Phantom Units and RSUs 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

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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.

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

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

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The value of personal benefits and perquisites we provided to each of the NEOs in 2025 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.

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.

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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

Porter is, and prior to his departure Mr.

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

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

Employment Agreement

During 2025, Mr.

Porter was party to an employment agreement with us (the “Employment Agreement”).

Porter’s Employment Agreement terminated on January 1, 2026, which for clarity did not result in Mr.

Porter's termination of employment.

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

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

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

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

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

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

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

Long’s Consulting Agreement (described below).

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

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

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

The Long Separation Package was contingent upon Mr.

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

In addition, our General Partner and Mr.

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

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

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

As an independent contractor, Mr.

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

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

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

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

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

The Kimble Separation Payment was contingent upon Mr.

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

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

Separation Agreement

Scheller left the Partnership effective April 4, 2025.

In connection with his departure, Mr.

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

The Scheller Separation Agreement provided for:

(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 includes, 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.

Risk Assessment Related to Our Compensation Structure

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

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.

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

Accounting and Tax Considerations

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

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 award over the applicable vesting period.

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.

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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.

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

Compensation Committee Interlocks and Insider Participation

We do not have any Compensation Committee interlocks.

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

Our former director, Mr.

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

Joyce, Waldheim and Wortham were the only members of the Compensation Committee during 2025.

During 2025, 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.

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

Compensation Committee Report

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President and Chief Executive Officer 2024 124,923 2,607,876 162,500 4,154 (4) 2,899,453

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.

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Vice President, Chief Financial Officer and Treasurer 2024 52,308 125,000 (5) 1,740,750 — — 1,918,058

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

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

Christopher J.

Wauson 2025 390,141 1,606,047 450,500 149,719 2,596,407

Vice President and Chief Operating Officer

2022 360,500 — 769,997 324,450 298,387 1,753,334

Christopher W.

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2023 374,400 819,978 336,960 354,327 1,885,665

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

Scheller 2025 124,135 (6) 2,376,803 (7) 522,497 (8) 3,023,435

Former Vice President and Chief Operating Officer 2024 423,328 876,178 420,000 389,865 2,109,371

2023 385,000 1,224,995 385,000 377,573 2,372,568

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For a discussion of the assumptions utilized in determining the fair value of these awards, please see Note 15in 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.

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

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

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(3) See the chart below for a detailed breakdown of amounts reported in this column for 2025:

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

Name DERs Automobile Allowance Employer 401(k) Contributions Parking

Green $ — $ — $ 16,942 $ —

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

Paulsen — — 17,500 —

Owens $ 74,168 — $ 15,500 — $ 1,468

Scheller $ 371,641 — $ 17,250 — $ 974

Wauson 116,955 15,264 17,500 —

Porter 238,482 — 17,500 3,879

$ 270,268 — $ 16,562 — $ 3,263

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.

Scheller 71,125 — 5,823 325

The amounts reflected for all periods include distribution payments in connection with DERs on unvested Phantom Unit awards.

However the amounts exclude distribution payments in connection with DERs on unvested RSU awards because the dollar value of such distributions are factored into the grant date fair value reported in the “Equity Awards” column of the Summary Compensation Table at the time that the RSU awards and related DERs were originally granted.

See note (4) below regarding certain benefits provided to Mr.

Green during 2024.

Green during 2024, and note (8) below with respect to separation payments to Mr.

(4) 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 Internal Revenue Code.

As part of the shared services model, all of our 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 of our employees beginning in 2025, we do not classify these benefits as perquisites.

(5) In 2024, Mr.

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

Long retired from the Partnership on December 31, 2024.

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

Under the terms of Mr.

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

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

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

Scheller left the Partnership on April 4, 2025.

The amount reported in this column reflects his base salary paid in 2025, as well as the value of his accrued paid time off he received upon his departure.

(7) Pursuant to the Scheller Separation Agreement as approved on February 10, 2025 and entered into on April 4, 2025, and subject to certain covenants contained therein, 81,286 of Mr.

Scheller’s unvested Phantom Units vested in connection with his departure.

The value reported reflects the incremental value associated with the accelerated vesting of the 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.

(8) In connection with Mr.

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

Scheller’s departure, he received a separation payment of $445,223 under the terms of the Scheller Separation Agreement.

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

Additionally, the value of the vested Phantom Units Mr.

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

Kimble left the Partnership on December 6, 2024.

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

(8) In 2022, Mr.

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

(9) For administrative reasons, in 2024 Mr.

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

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

Grants of Plan-Based Awards during the Year Ended December 31, 2025

The below reflects awards granted to our NEOs under the LTIP and our Bonus Plan during 2024.

The below reflects awards granted to our NEOs under the LTIP, the CRU Plan, and our Bonus Plan during 2025.

Name (6) Grant Date Approval Date of Equity-Based

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12/5/2025 12/5/2025 34,175 (3) 829,427

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.

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Vice President, Chief Financial Officer and Treasurer 12/5/2025 12/5/2025 36,600 (2) 888,282

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

Vice President of Finance and Chief Accounting Officer

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

12/5/2025 12/5/2025 12,200 (3) 296,094

Christopher J.

Wauson 446,250 571,200

Vice President and Chief Operating Officer 8/12/2025 8/12/2025 20,000 (4) 487,200

12/5/2025 12/5/2025 34,575 (2) 839,135

12/5/2025 12/5/2025 11,525 (3) 279,712

Christopher W.

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12/5/2025 12/5/2025 11,800 (3) 286,386

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

Former Vice President, Human Resources

________________________

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

Actual amounts earned for 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.

Actual amounts earned for 2025 have been reflected within the Summary Compensation Table above.

(2) The RSUs granted to our NEOs on December 5, 2025 were granted pursuant to our LTIP and will vest incrementally, with 60% of the RSUs vesting on December 5, 2028, and the remaining 40% of the RSUs vesting on December 5, 2030.

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.

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 or her then-unvested RSUs granted in 2025 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 or her then-unvested RSUs granted in 2025 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.

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

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

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

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

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 or her then-unvested CRSUs granted in 2025 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 or her then-unvested CRSUs granted in 2025 will be forfeited, and the remainder will vest, at the time of retirement.

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

Long retired from the Partnership on December 31, 2024.

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

Under the terms of Mr.

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

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

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

The Compensation Committee approved Mr.

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

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

(4) The RSUs granted to Mr.

Wauson on August 12, 2025 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 Mr.

The RSUs granted to Mr.

Wauson on August 12, 2025 were granted in tandem with a corresponding DER.

(5) 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.

The closing price of the Partnership’s common units was $24.36 on August 12, 2025 and $24.27 on December 5, 2025.

Scheller left the Partnership effective April 4, 2025, prior to the grant of any plan-based awards for 2025.

As noted above in “Summary Compensation Table” and the footnote discussion thereunder, pursuant to the Scheller Separation Agreement, as approved on February 10, 2025 and entered into on April 4, 2025, and subject to certain covenants contained therein, 81,286 of Mr.

Scheller’s unvested Phantom Units vested in connection with his departure resulting in $2,376,803 in incremental value associated with the accelerated vesting of such Phantom Units.

Outstanding Equity Awards as of December 31, 2025

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2024 CRSU Grant 18,727 (5) 430,721

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

2025 RSU Grant 102,525 (7) 2,358,075

2025 CRSU Grant 34,175 (8) 786,025

Christopher M.

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2024 CRSU Grant 12,500 (5) 287,500

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

Scheller, Vice President and Chief Operating Officer

2020 Grant 19,694 (1) 463,991

2025 RSU Grant 36,600 (7) 841,800

2025 CRSU Grant 12,200 (8) 280,600

Christopher J.

Wauson, Vice President and Chief Operating Officer

2021 Grant 6,684 (1) 153,732

2022 Grant 8,709 (2) 200,307

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

2023 Grant 19,197 (3) 441,531

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2024 CRSU Grant 3,370 (5) 77,510

2025 August Grant -RSUs 20,000 (6) 460,000

2025 RSU Grant 34,575 (7) 795,225

2025 CRSU Grant 11,525 (8) 265,075

Christopher W.

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2023 Grant 34,982 (3) 804,586

2023 Grant 34,982 (4) 824,176

2024 RSU Grant 27,640 (4) 635,720

2024 CRSU Grant 6,140 (5) 141,220

2025 RSU Grant 35,400 (7) 814,200

2025 CRSU Grant 11,800 (8) 271,400

________________________

(1) 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, 2025:

Long – 85,408;

Owens – 4,822;

Scheller – 19,694 and Mr.

Wauson – 6,684 and Mr.

Porter – 19,251.

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(2) Includes Phantom Units granted pursuant to the LTIP on December 5, 2022, to the following NEOs, of which the following remain unvested as of December 31, 2025:

Long – 73,152;

Owens – 4,010;

Scheller – 19,278 and Mr.

Wauson – 8,709 and Mr.

Porter – 16,304.

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

Long – 193,611;

Owens – 8,165;

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:

Long – 157,803;

Owens – 8,532;

Scheller – 35,836 and Mr.

Wauson – 19,197 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.

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.

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

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Paulsen – 56,250;

Scheller – 28,310;

Wauson – 15,170;

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.

(5) Includes CRSUs granted pursuant to the CRU Plan on December 5, 2024, to the following NEOs, of which the following remain unvested as of December 31, 2025:

Green – 18,727;

Paulsen – 12,500;

Wauson – 3,370 and Mr.

Porter – 6,140.

These remaining CRSUs will vest 1/2 on each of December 5, 2026 and 2027, subject to the terms of the award agreement.

Wauson was awarded 20,000 RSUs pursuant to the LTIP on August 12, 2025, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029, subject to the terms of the award agreement.

(7) Includes RSUs granted pursuant to the LTIP on December 5, 2025, to the NEOs as follows:

Green – 102,525;

Paulsen – 36,600;

Wauson – 34,575 and Mr.

Porter – 35,400.

The RSUs granted on December 5, 2025, vest incrementally, with 60% of the RSUs vesting on December 5, 2028, and the remaining 40% of the RSUs vesting on December 5, 2030, subject to the terms of the award agreement.

(8) Includes CRSUs granted pursuant to the CRU Plan on December 5, 2025, to the NEOs as follows:

1 unchanged sentence

Paulsen – 12,200;

Scheller – 9,440;

Porter – 9,210 CRSUs.

Wauson – 11,525 and Mr.

Porter – 11,800.

The CRSUs granted on December 5, 2025 vest 1/3 on each of December 5, 2026, 2027 and 2028, subject to the terms of the award agreement..

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

Kimble’s unvested equity awards were forfeited.

Long retired from the Partnership on December 31, 2024.

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

Long’s Phantom Units vested.

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

(9) The market value of the Phantom Units, RSUs and CRSUs are calculated by multiplying $23.00, the closing price of the Partnership’s common units on December 31, 2025 by the number of Phantom Units, RSUs or CRSUs outstanding.

Scheller l eft the Partnership effective April 4, 2025, at which time any awards that did not vest in connection with Mr.

Scheller’s departure were forfeited.

Units Vested During the Year Ended December 31, 2025

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

No RSUs or CRSUs vested during 2024.

The following table provides information regarding the vesting of Phantom Units and CRSUs held by the NEOs during 2025.

No RSUs held by the NEOs vested during 2025.

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

Name (1) Number of Phantom Units Vested

Name Number of Units Vested

(#) Value Realized on Vesting

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

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

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

Clint Green, President and Chief Executive Officer

CRSUs 9,363 227,240

Christopher M.

Paulsen, Vice President, Chief Financial Officer and Treasurer

CRSUs 6,250 151,688

Christopher J.

Wauson, Vice President and Chief Operating Officer

Phantom Units 21,103 (1) 512,170

CRSUs 1,685 40,895

Christopher W.

Porter, Vice President, General Counsel and Secretary

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

Phantom Units 43,026 (2) 1,044,241

CRSUs 3,070 74,509

Scheller, Former Vice President and Chief Operating Officer

Phantom Units 81,286 (3) 1,918,350

________________________

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.

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.

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.

Wauson settled approximately 50% of his newly vested Phantom Units in cash in the amount of $256,097 (before taxes), which cash settlement was reported as a disposition of those Phantom Units.

The remaining 10,551 vested Phantom Units were settled in our common units following such cash settlement.

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The remaining 21,513 vested Phantom Units were settled in our common units following such cash settlement.

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.

(3) These units vested in connection with Mr.

Scheller’s departure on April 4, 2025.

Scheller settled approximately 50% of his newly vested Phantom Units in cash in the amount of $962,020 (before taxes), which cash settlement was reported as a disposition of those Phantom Units.

The remaining 40,643 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.

(4) All of the units, other Mr.

Scheller’s, vested on December 5, 2025.

The value realized on the vesting of Phantom Units and CRSUs was calculated by multiplying the closing price of the Partnership’s common units on the date of vesting by the number of Phantom Units or CRSUs vesting on such date.

The closing price of our units on April 4, 2025 was $23.60, and the closing price on December 5, 2025 was $24.27.

Potential Payments upon Termination or Change in Control

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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.

Employment Agreement

As previously noted, Mr.

Porter was party to an Employment Agreement providing for certain payments and benefits upon certain termination of employment.

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

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.

The Employment Agreement was amended (the “Employment Agreement Amendment”) on July 2, 2025 to (i) remove the right of Mr.

Porter to terminate the Employment Agreement due to a relocation of his principal place of employment;

and (ii) not renew the Employment Agreement at the end of its current term.

Per the terms of the Employment Agreement Amendment, the Employment Agreement terminated on January 1, 2026, which for clarity did not result in Mr.

Porter’s termination of employment.

The Employment Agreement provided for the following in the event of a termination of Mr.

Porter without Cause or by Mr.

Porter with Good Reason (each as defined in the Employment Agreement and set forth below):

(i) semi-monthly severance payments for the one-year period following Mr.

Porter’s Separation from Service (the “Severance Period”) in an amount totaling the higher of Mr.

Porter’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 Mr.

Porter is terminated by the Company for “convenience” (as defined in the Employment Agreement and set forth below) or resigns for Good Reason;

(iii) a pro rata portion (based on the number of days Mr.

Porter was employed during the year) of any earned Annual Bonus for the year in which Mr.

Porter is terminated without Cause or resigns for Good Reason;

(iv) continued health insurance benefits for Mr.

Porter 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 Mr.

Porter’s monthly cost-sharing contribution under the Company’s group health plan, as in effect at the time of Mr.

Porter’s Separation from Service);

(b) for the following six months of the Coverage Period, such health insurance coverage will be at Mr.

Porter’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 Mr.

Porter covered in the first 12 months of the Coverage Period;

Porter 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 Mr.

Porter’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) Mr.

Porter’s execution of a release of claims against the Company within 45 days of Mr.

Porter’s Separation from Service and (2) Mr.

Porter’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.

Porter’s employment by the Company without Cause or 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 Mr.

Porter’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;

Porter’s employment due to death or Disability (as defined in the Employment Agreement), the Company shall pay the following to Mr.

Porter or Mr.

Porter’s estate:

(i) the entire amount of any earned Annual Bonus for the year preceding the year in which Mr.

Porter 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 Mr.

Porter 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.

“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.

In the event of Mr.

Porter’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 Agreement, a termination for “convenience” generally means an involuntary termination for any reason, 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 Mr.

Porter, (ii) Mr.

Porter’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 Mr.

Porter, in the performance of the duties and services required of Mr.

Porter 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) Mr.

Porter’s willful and continued failure or refusal to perform substantially Mr.

Porter’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 Mr.

Porter’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.

“Good Reason” is defined in the Employment Agreement to mean (i) a material breach by the Company of the Employment Agreement or any other material agreement with Mr.

Porter, (ii) a material reduction in Mr.

Porter’s base salary, other than a reduction that is generally applicable to all similarly situated employees of the Company, (iii) a material reduction in Mr.

Porter’s duties, authority, responsibilities, job title or reporting relationships, or (iv) a material reduction by the Company in the facilities or perquisites available to Mr.

Porter, other than a reduction that is generally applicable to all similarly situated employees.

“Disability” is defined in the Employment Agreement as Mr.

Porter 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 Mr.

Porter and acceptable to the Company or its insurers.

Vesting and Change in Control Benefits – LTIP

1 unchanged sentence

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).

Additionally, the Phantom Unit Agreement and Restricted Unit Agreement provide for (i) vesting of 40% of the outstanding, unvested Phantom Units or RSUs 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 in the case of the Phantom Unit Agreement and five years (provided the award has been held for at least one year) in the case of the Restricted Unit Agreement (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units or RSUs 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 in the case of the Phantom Unit Agreement and five years (provided the award has been held for at least one year) in the case of the Restricted Unit Agreement (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.

8 unchanged sentences

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.

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.

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.

On December 5, 2024, the Compensation Committee adopted the Time-Vested Cash Restricted Unit Agreement (the “Cash Restricted Unit Agreement” described above), 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 Cash Restricted Unit 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.

6 unchanged sentences

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.

“Disability” as defined under the CRU Plan means, unless provided otherwise in Cash Restricted Unit 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.

20 unchanged sentences

Totals 5,555,146 42,115 5,555,146 42,115 5,513,031

Former President and Chief Executive Officer

Salary — — — — —

Bonus — — — — —

Accelerated Vesting of Phantom Units — — — — —

Totals — — — — —

Christopher M.

5 unchanged sentences

Totals 2,751,328 47,678 2,751,328 47,678 2,703,650

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

Vice President and Chief Operating Officer

Christopher J.

Vice President of Finance and Chief Operating Officer

Salary (1) 65,152 65,152 65,152 65,152 —

Bonus — — — — —

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

Accelerated Vesting of Phantom Units and RSUs (2) 2,399,705 — 2,399,705 — 2,399,705

Accelerated Vesting of CRSUs (3) 342,585 — 342,585 — 342,585

8 unchanged sentences

Totals 4,905,095 1,420,204 4,435,113 33,222 3,484,891

Former Vice President, Human Resources

Scheller (11)

Former Vice President and Chief Operating Officer

Salary — — — — —

Bonus — — — — —

Accelerated Vesting of Phantom Units — — — — —

Health and Welfare Plan Benefits — — — — —

Accelerated Vesting of RSUs and Phantom Units — — — — —

Accelerated Vesting of CRSUs — — — — —

Totals — — — — —

________________________

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

Green, accrued and unused paid time off.

(1) Includes accrued and unpaid salary and accrued and unused paid time off.

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

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

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

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

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

With respect to the Phantom Units and 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 10 years in the case of the Phantom Units and five years (provided the award has been held for at least one year) in the case of RSUs, 60% of his then-unvested Phantom Units or RSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO retires at or over age 68 and has been employed by us, our General Partner, or our affiliates for at least 10 years in the case of the Phantom Units and five years (provided the award has been held for at least a year) in the case of RSUs, 50% of his then-unvested Phantom Units or RSUs will be forfeited, and the remainder will vest, at the time of retirement.

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

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

Long retired from the Partnership on December 31, 2024.

In exchange for Mr.

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

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

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

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

The Long Separation Payment was paid in a lump sum.

Under the terms of the Long Separation Agreement, Mr.

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

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

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

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

(4) The listed salary for Mr.

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Porter, he (or his estate) will be entitled to his pro rata bonus awarded with respect to the year ended December 31, 2025, and his bonus awarded with respect to the year ended December 31, 2024

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

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

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

Kimble left the Partnership on December 6, 2024.

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-based awards at the time of a Change in Control have been reflected.

Scheller left the Partnership effective April 4, 2025.

In exchange for Mr.

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

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

Kimble pursuant to Mr.

Kimble’s Employment Agreement;

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

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

These amounts will be

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

Under the terms of the Kimble Separation Agreement, Mr.

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

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

Scheller became entitled to (i) a separation payment of $432,600;

(ii) vesting of 81,286 of Mr.

Scheller’s Phantom Units;

and (iii) a lump-sum payment of $12,623 representing the full cost of the premium for health insurance coverage under the Partnership’s health insurance plan through the end of the year.

The amounts under (i) and (iii) were paid in a lump-sum payment following the effective date of the Scheller Separation Agreement.

Scheller was also entitled to (i) $19,550 of accrued paid time off and (ii) $8,319 of earned but unpaid base salary, which amounts were paid in the next payroll cycle following

Scheller’s departure Under the terms of the Scheller Separation Agreement, Mr.

Scheller 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.

Scheller upon his departure was $2,391,442.

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.

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

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

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

For 2025, our last completed fiscal year:

• The median of the annual total compensation of all employees (other than the CEO) was $115,435.

• 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.

• The annual total compensation of our CEO, reported in the Summary Compensation Table included elsewhere within this Form 10-K was $4,611,396.

• Based on this information, for 2025 the ratio of the annual total compensation of Mr.

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• We selected December 31, 2025, 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 used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, compensation received from equity-based award vesting, and any other compensation items reported to the Internal Revenue Service on Form W-2 for 2025.

• We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis.

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• After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $115,435.

• 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.

• With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Form 10-K.

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.

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

cash and equity-based compensation for their services as directors.

Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive cash and equity-based compensation for their services as directors.

Our director compensation program is subject to revision by the Board from time to time.

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Harris 100,000 106,912 — 206,912

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.

(1) Represents the grant date fair value of our RSUs, 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:

14,727 Phantom Units;

2,500 Phantom Units;

Harris 2,500 Phantom Units.

Smith resigned from our Board in March 2024, but as of December 31, 2024 held 12,709 unvested Phantom Units.

The Phantom Units granted in 2024 to Messrs.

Joyce, 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.

As of December 31, 2025, the outside members of the Board who receive equity-based awards held the following number of outstanding equity-based awards under the LTIP:

8,572 Phantom Units and 4,494 RSUs;

2,500 Phantom Units and 4,494 RSUs and Mr.

Harris 2,500 Phantom Units and 4,494 RSUs.

The RSUs granted in 2025 to Messrs.

Joyce, Waldheim, Wortham and Harris vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the RSUs vesting on December 5, 2029.

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 and any RSUs will vest immediately prior to such event.

(2) All Other Compensation excludes distribution payments in connection with DERs on unvested RSU and Phantom Unit awards because the dollar value of such distributions are factored into the grant date fair value reported in the “Unit Awards” column of the Summary Compensation Table at the time that the awards and related DERs were originally granted.

On July 30, 2018, the Board adopted the Amended and Restated Outside Director Compensation Policy (the “Director Compensation Policy”), which provides for:

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(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).

(v) an annual equity award with a value of $100,000;

and (vi) a one-time director onboarding equity award of 2,500 Phantom Units or RSUs.

All Phantom Units and RSUs granted pursuant to the Director Compensation Policy vest incrementally over five years and all outstanding, unvested Phantom Units and RSUs vest in full in the event of the director’s death, Disability, or upon a Change in Control (each as defined in the LTIP).

In 2025, the above annual equity award was granted in the form of RSUs.

The Director Compensation Policy does not provide for per meeting attendance fees.

The following chart summarizes the Director Compensation Policy.

The following chart summarizes the Director Compensation Policy as it applied in 2025.

Compensation Element Director Compensation Detail

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Compensation Committee:

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

Initial RSU Award 2,500 RSUs

Annual RSU Award $100,000 value

DERs on Unvested Phantom Units and RSUs Yes (paid on a current basis)

Phantom Unit and RSU 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

Change-in-Control Unvested Phantom Units and RSUs vest in full

Cessation of Service due to Death or Disability Unvested Phantom Units and RSUs vest in full

Attendance Fee Per Meeting None

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As of February 12, 2026, there were 144,972,358 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.

The table also presents information with respect to Energy Transfer’s common units beneficially owned as of February 12, 2026, 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 12, 2026, Energy Transfer had 3,440,314,575 common units outstanding.

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Energy Transfer LP (1) (2) 46,056,228 31.77 % N/A N/A

EIG Veteran Equity Aggregator, L.P.

Westerman, Ltd.

(3) 18,175,323 12.54 % N/A N/A

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Clint Green — — 46,205 *

Long (6) 668,615 * 10,144 *

Christopher M.

Paulsen — — — —

Tracy Owens 29,803 * — —

Scheller 104,529 * — —

Christopher J.

Wauson 19,966 * — —

Christopher W.

Porter 84,961 * 3,400 *

Kimble 68,380 * — —

Scheller 145,172 * — —

Bramhall — — 250,415 *

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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.

The principal business address of USA Compression GP, LLC is 8115 Preston Road, Suite 700, 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.

(3) Westerman, Ltd.

has shared voting and dispositive power over 18,175,323 common units based on a Schedule 13D filed on January 14, 2026 and the Company’s records.

The Schedule 13D was filed jointly by Westerman Interests, Inc.

and Westerman, Ltd.

The principal business office of each of the reporting persons is 16479 N.

Dallas Parkway, Suite 110, LB-14, Addison, Texas 75001.

The reporting persons’ beneficial ownership of the common units are directly held by Westerman, Ltd.

By virtue of its position as the general partner of Westerman, Ltd., Westerman Interests, Inc.

may be deemed to share voting and dispositive power with respect the securities held by Westerman, Ltd.

Westerman Interests, Inc.

disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Westerman, Ltd.

is controlled by Westerman Interests, Inc.

which has the full power to do all things appropriate in carrying out the purposes of Westerman, Ltd., including authority to sell, exchange, and acquire property of Westerman, Ltd.

and to exercise Westerman, Ltd.’s rights under any agreement to which Westerman, Ltd.

Westerman Interests, Inc.’s board of directors consists of three directors and such board acts by majority vote.

No individual director has unilateral control or veto authority over voting or investment.

(4) Invesco Ltd.

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However, no one individual has greater than 5% economic ownership.

shareholders of the Fund have the right to receive or the power to direct the receipt of dividends and proceeds from the sales of these securities.

The 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.

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(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 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 17,748,200 common units based on a Schedule 13G/A filed on January 6, 2026, with the SEC.

AAI furnishes investment advice to certain investment companies (collectively, the “Funds”).

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All 17,748,200 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.

Alerian is one of the Funds to which AAI provides investment advice.

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.

Whitehurst holds 387,983 of Energy Transfer LP’s common units and 10,000 of USAC’s common units in a margin account.

Whitehurst holds 448,983 of Energy Transfer LP’s common units and 20,000 of our common units in a margin account.

(7) Includes our directors and current executive officers.

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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.

We provide compression and related services to, purchase related goods from, 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, 2025, Energy Transfer has ownership and control of the General Partner and ownership of approximately 36% 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 also reimburse Energy Transfer for certain employee, overhead, and other 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.

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$ 45.0 million

Consulting Agreement

Eric Long, our former CEO, entered into a consulting agreement (the “Consulting Agreement”) with us for a period of one (1) year commencing on January 1, 2025.

The Consulting Agreement provides that Mr.

Long shall provide consulting and advisory duties to the Partnership as requested by the Co-CEO of Energy Transfer.

Pursuant to the terms of the Consulting Agreement, in exchange for providing consulting and advisory services to the Partnership and complying with the terms of the

Consulting Agreement, including certain non-competition and non-solicitation covenants incorporated by reference in the Long Separation Agreement, Mr.

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

Employee Arrangement

Eric Scheller’s son is a salaried employee of USAC, and received compensation of approximately $122,000 during the year ended December 31, 2024.

He was also eligible to participate in the same benefit programs as all of our other employees.

Transactions with Westerman, Ltd.

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 the Stock Purchase Agreement, dated as of November 29, 2025 (the “Purchase Agreement”), among the Partnership, USA Compression Partners, LLC, Westerman, Ltd., J-W Power and J-W Energy, 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 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.

In addition, on January 12, 2026, the Partnership and Westerman Ltd.

entered into a registration rights agreement (the Registration Rights Agreement”) relating to the registered resale of the common units received as consideration in the J-W Power Acquisition.

Pursuant to the Registration Rights Agreement, among other things, the Partnership is required to use its commercially reasonable efforts to file a registration statement with respect to the resale of the common units received as consideration in the J-W Power Acquisition and Westerman, Ltd.

has the right to request that the Partnership initiate up to two underwritten offerings for the common units received as consideration in the J-W Power Acquisition.

Under the terms of the Purchase Agreement, Westerman Ltd.

has agreed not to dispose of 50.0% of the common units received as consideration for the J-W Power Acquisition for a period of six months following the closing of the J-W Power Acquisition and, with respect to the remaining 50.0% of the common units received as consideration for the J-W Power Acquisition, for a period of 12 months following the closing of the J-W Power Acquisition.

Furthermore, the Partnership, the General Partner and Westerman, Ltd.

entered into a board observer rights agreement, pursuant to which Westerman, Ltd.

will be permitted to designate Avril

Westerman as a non-voting board observer to the Board of Directors of the General Partner until the first anniversary of the closing date of the J-W Power Acquisition.

Conflicts of Interest

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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.”

If other conflicts or potential conflicts of interest arise 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.

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001-35779) filed on January 16, 2018)

2.3 Stock Purchase Agreement, dated November 29, 2025, among USA Compression Partners, LP, USA Compression Partners, LLC, Westerman, Ltd., Energy Company and J-W Power Company (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on December 1, 2025

3.1 Certificate of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to Amendment No.

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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)

4.1 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.

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001-35779) filed on March 21, 2024)

4.3* First Supplemental Indenture, dated as of January 12, 2026, among USA Compression Partners, LP, USA Compression Finance Corp., the guarantors named on the signature pages thereto and Computershare Trust Company, N.A.

4.4 Indenture, dated as of September 24, 2025, by and among USA Compression Partners, LP, USA Compression Finance Corp., the subsidiary guarantors party thereto and U.S.

Bank Trust Company, National Association (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on September 26, 2025)

4.5 Form of 6.250% Senior Note due 2033 (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on September 26, 2025)

4.6* First Supplemental Indenture, dated as of January 12, 2026, among USA Compression Partners, LP, USA Compression Finance Corp., the guarantors named on the signature pages thereto and U.S.

Bank Trust Company, National Association

4.7 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.

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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)

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)

4.9 Registration Rights Agreement, dated January 12, 2026, between USA Compression Partners, LP and Westerman, Ltd.

(incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on January 14, 2026)

4.10* Description of the USA Compression Partners, LP Common Units

10.1 Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, 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 August 27, 2025)

10.2* Joinder Agreement, dated as of January 12, 2026, among J-W Power Company, J-W Energy Company, and JPMorgan Chase Bank, N.A., as administrative agent

10.3† 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.

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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.

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

10.8†* Restrictive Covenant and Separation Agreement and Full Release of Claims dated December 19, 2024 between USA Compression GP, LLC and Sean Kimble

10.5 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.

15 unchanged sentences

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)

10.12† USA Compression Partners, LP Second Amended and Restated Annual Cash Incentive Plan (incorporated by reference to Exhibit 10.4 to the Partnership’s Quarterly Report on Form 10-K for the quarter ended March 31, 2025 (File No.

001-35779) filed on May 6, 2025)

10.13† 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.

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001-35779) filed on November 6, 2018)

10.20†* USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Time-Vested Restricted Unit Agreement

10.16† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Time-Vested Restricted Unit Agreement (incorporated by reference to Exhibit 10.20 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 11, 2025)

10.17† Form of Termination Agreement and Mutual Release (incorporated by reference to Exhibit 10.3 to the Partnership’s Quarterly Report on Form 10-Q (File No.

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001-35779) filed on November 6, 2018)

10.23†* USA Compression Partners, LP Long-Term Cash Restricted Unit Plan

10.24†* USA Compression Partners, LP Long-Term Cash Restricted Unit Plan – Form of Time-Vested Cash Restricted Unit Agreement

10.25 Series A Preferred Unit and Warrant Purchase Agreement, dated January 15, 2018, among USA Compression Partners, LP and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (File No.

001-35779) filed on January 16, 2018)

19.1* Insider Trading Policy of USA Compression Partners, LP

10.19† USA Compression Partners, LP Long-Term Cash Restricted Unit Plan (incorporated by reference to Exhibit 10.23 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 11, 2025)

10.20† USA Compression Partners, LP Long-Term Cash Restricted Unit Plan – Form of Time-Vested Cash Restricted Unit Agreement (incorporated by reference to Exhibit 10.24 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 11, 2025)

10.21† Restrictive Covenant and Separation Agreement and Full Release of Claims dated April 4, 2025 between USA Compression GP, LLC and Eric Scheller (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No.

001-35779) filed on August 6, 2025)

10.22†* Special Bonus Retention Agreement, dated February 1 2 , 2026, between USA Compression GP, LLC and Christopher Wauson

19.1 Insider Trading Policy of USA Compression Partners, LP (incorporated by reference to Exhibit 19.1 to the Partnership’s Annual Report on Form 10-K (File No.

001-35779) filed on February 11, 2025)

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

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/s/ Christopher M.

Paulsen Vice President, Chief Financial Officer and Treasurer

Paulsen Senior Vice President, Chief Financial Officer and Treasurer

Christopher M.

Paulsen (Principal Financial Officer)

Tracy Owens Vice President of Finance and Chief Accounting Officer

Tracy Owens (Principal Accounting Officer)

McEwen Vice President and Controller

McEwen (Principal Accounting Officer)

Bramhall Director

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Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Changes in Partners’ Capital (Deficit) for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Partners’ Deficit for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023

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Note 13 – Revenue Recognition

Note 14 – Transactions with Related Parties

Note 14 – Related Party Transactions

Note 15 – Unit-Based Compensation

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 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”).

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, 2025 and 2024, the related consolidated statements of operations, changes in partners’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Inventories 134,488 133,901

Derivative instrument — 5,670

Prepaid expenses and other assets 11,047 11,967

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Operating lease liabilities 10,704 11,678

Derivative instrument, long term — 4,466

Other liabilities 10,842 12,930

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Total liabilities, Preferred Units, and partners’ deficit $ 2,619,931 $ 2,745,601

See accompanying notes to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

USA COMPRESSION PARTNERS, LP

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Total other expense ( 190,317 ) ( 192,643 ) ( 162,348 )

Net income before income tax expense 101,806 69,633 31,334

Income before income tax expense 116,188 101,806 69,633

Income tax expense 4,869 2,231 1,365

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distributions on Preferred Units ( 8,288 ) ( 17,550 ) ( 47,775 )

Net income (loss) attributable to common unitholders’ interests $ 82,025 $ 20,493 $ ( 18,432 )

Net income attributable to common unitholders’ interests $ 103,031 $ 82,025 $ 20,493

Weighted-average common units outstanding – basic 120,756 113,389 98,634

Weighted-average common units outstanding – diluted 121,274 114,501 100,675

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 )

Basic net income per common unit $ 0.85 $ 0.72 $ 0.21

Diluted net income per common unit $ 0.85 $ 0.72 $ 0.20

Distributions declared per common unit for respective periods $ 2.10 $ 2.10 $ 2.10

See accompanying notes to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

USA COMPRESSION PARTNERS, LP

Consolidated Statements of Changes in Partners’ Capital (Deficit)

Consolidated Statements of Changes in Partners’ Deficit

(in thousands)

Common Units Warrants Total

Partners’ capital ending balance, December 31, 2021

Partners’ capital (deficit) ending balance, December 31, 2022

$ ( 125,111 ) $ 8,812 $ ( 116,299 )

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Exercise and conversion of warrants into common units 8,812 ( 8,812 ) —

Net loss attributable to common unitholders’ interests ( 18,432 ) — ( 18,432 )

Partners’ capital (deficit) ending balance, December 31, 2022

Net income attributable to common unitholders’ interests 20,493 — 20,493

Partners’ deficit ending balance, December 31, 2023

( 293,285 ) — ( 293,285 )

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Unit-based compensation for equity-classified awards 465 — 465

Exercise and conversion of warrants into common units 8,812 ( 8,812 ) —

Exercise and conversion of Preferred Units into common units 300,700 — 300,700

Net income attributable to common unitholders’ interests 82,025 — 82,025

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$ ( 112,502 ) $ — $ ( 112,502 )

See accompanying notes to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

USA COMPRESSION PARTNERS, LP

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Payments on revolving credit facility ( 1,772,511 ) ( 1,217,564 ) ( 863,334 )

Payments on senior notes ( 750,000 ) — —

Investments in government securities in connection with legal defeasance of the Senior Notes 2026 — ( 748,764 ) —

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Cash and cash equivalents, end of year $ 8,564 $ 14 $ 11

See accompanying notes to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

USA COMPRESSION PARTNERS, LP

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Legal defeasance of Senior Notes 2026 — 725,000 —

See accompanying notes to consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

USA COMPRESSION PARTNERS, LP

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None of our employees are subject to collective bargaining agreements.

Acquisition of J-W Power Company

On January 12, 2026, the Partnership and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership, completed the acquisition of J-W Energy Company (“J-W Energy”) and J-W Power Company (“J-W Power”), 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 (the foregoing acquisition, the “J-W Power Acquisition”).

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

At the time our consolidated financial statements were issued, the initial accounting for this business combination was incomplete;

therefore, certain disclosures, including the purchase price allocation and pro forma information, are not included herein.

(2) Basis of Presentation and Significant Accounting Policies

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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.

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.

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We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.

We maintain deposits primarily in one financial institution, which may at times exceed amounts covered by insurance provided by the U.S.

Federal Deposit Insurance Corporation ("FDIC").

The Company has not experienced any losses related to amounts in excess of FDIC limits.

Trade Accounts Receivable

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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.

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.

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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

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We did no t record any impairment of identifiable intangible assets for the years ended December 31, 2025, 2024, or 2023.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Revenue Recognition

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As of December 31, 2025 and 2024, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt.

As of December 31, 2023, our financial instruments also consisted of a derivative instrument.

The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities.

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The fair value of our Senior Notes 2027, Senior Notes 2029, and Senior Notes 2033 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2027, Senior Notes 2029, and Senior Notes 2033 (in thousands):

Senior Notes 2027, aggregate principal — 750,000

$ — $ 725,000

Fair value of Senior Notes 2027 — 750,938

Senior Notes 2029, aggregate principal 1,000,000 1,000,000

750,000 750,000

Fair value of Senior Notes 2029 1,033,800 1,007,500

750,938 737,963

Senior Notes 2033, aggregate principal 750,000 —

Fair value of Senior Notes 2033 757,500 —

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):

Interest-rate swap $ — $ 1,204

Refer to Note 8 for additional information on the interest-rate swap.

Operating Segment

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(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 allowance for credit losses, which was $ 1.5 million at both December 31, 2025 and 2024, 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):

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Write-offs charged against the allowance ( 1,416 )

Recoveries collected 83

Balance as of December 31, 2024 1,474

Current-period provision for expected credit losses 630

Write-offs charged against the allowance ( 1,416 )

Recoveries collected 1

Balance as of December 31, 2025 $ 1,475

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.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(4) Inventories

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Serialized parts $ 63,433 $ 66,631

$ 66,631 $ 59,901

Non-serialized parts 71,055 67,270

67,270 54,827

Total inventories $ 134,488 $ 133,901

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Loss (gain) on disposition of assets 3,820 4,939 ( 1,667 )

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.

For the years ended December 31, 2025, 2024, and 2023, we evaluated the future deployment of our idle fleet assets under current market conditions and retired 28 , 2 , and 42 compression and treating units, respectively, representing approximately 19,005 , 1,260 , and 37,700 of aggregate horsepower, respectively, that previously were used to provide compression and treating services in our business.

As a result, we recorded impairments of compression and treating equipment of $ 7.8 million, $ 0.3 million, and $ 12.3 million for the years ended December 31, 2025, 2024, and 2023, 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

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.

(i) unmarketability of certain compression units into the foreseeable future, (ii) excessive maintenance costs associated with certain fleet assets, and (iii) prohibitive retrofitting costs that likely would prevent certain compression units from securing customer acceptance.

These compression and treating units were written down to their estimated salvage values, if any.

Identifiable Intangible Assets

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Amortization expense for the years ended December 31, 2025, 2024, and 2023, 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:

The expected amortization of the intangible assets for each of the five succeeding years is as follows (in thousands):

Year Ending December 31,

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ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU lease assets and liabilities are recognized at the commencement

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

date based on the present value of lease payments over the lease term.

ROU lease assets and liabilities are recognized at the commencement 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.

Our lease terms

may include options to extend or terminate the lease which is recognized when it is reasonably certain that we will exercise that option.

Operating 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.

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Total lease costs $ 7,157 $ 6,904 $ 6,414

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The weighted-average remaining lease terms and weighted-average discount rates were as follows:

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Present value of lease liabilities $ 15,116 $ 1,127 $ 16,243

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.

As of December 31, 2025, we have entered into one operating lease that has not yet commenced with an estimated present value of $ 3.7 million.

This operating lease will commence in the first quarter of 2026 and has a primary term of three years.

(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.

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Cash flows related to cash settlements for the periods presented were classified as operating activities within the Consolidated Statements of Cash Flows.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The following table summarizes the location and fair value of our derivative instrument on our Consolidated Balance Sheets (in thousands):

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):

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Current tax expense:

$ 1,657 $ 1,417 $ 1,167

Federal $ 2,877 $ — $ —

State 1,526 1,657 1,417

Total 4,403 1,657 1,417

Deferred tax expense (benefit):

State 466 574 ( 52 )

Total 466 574 ( 52 )

Total income tax expense $ 4,869 $ 2,231 $ 1,365

Historically, our effective tax rate has differed from the statutory rate primarily due to partnership earnings that are not subject to United States federal and most state income taxes at the partnership level.

A reconciliation of income tax expense at the United States statutory rate to the Partnership’s income tax benefit for the years ended December 31, 2025, 2024 and 2023 is as follows (dollars in thousands):

Year Ended December 31,

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Income tax expense at United States statutory rate $ 24,400 21.00 % $ 21,379 21.00 % $ 14,623 21.00 %

State and local income tax, net of federal income tax effect* 1,992 1.71 % 2,231 2.19 % 1,365 1.96 %

Nontaxable or nondeductible items:

Partnership earnings not subject to tax ( 24,400 ) ( 21.00 ) % ( 21,379 ) ( 21.00 ) % ( 14,623 ) ( 21.00 ) %

Federal audit accrual 2,877 2.48 % — — — —

Income tax expense $ 4,869 4.19 % $ 2,231 2.19 % $ 1,365 1.96 %

* State taxes in Texas made up the majority (greater than 50 percent) of the tax effect in this category for the years ended December 31, 2025, 2024 and 2023.

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.

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Refer to Note 17 for more detailed information about our IRS examinations.

Examinations of our

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments.

Examinations of our Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments.

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.

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We do not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018.

Cash paid for income taxes were as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Cash paid for income taxes, net of refunds:

Texas $ 1,700 $ 1,461 $ 1,146

Total $ 1,700 $ 1,461 $ 1,146

(10) Debt Obligations

1 unchanged sentence

Senior Notes 2027, aggregate principal $ — $ 750,000

$ — $ 725,000

Senior Notes 2029, aggregate principal 1,000,000 1,000,000

750,000 750,000

Senior Notes 2033, aggregate principal 750,000 —

deferred financing costs, net of amortization ( 21,030 ) ( 19,535 )

( 19,535 ) ( 10,725 )

Total senior notes, net 1,728,970 1,730,465

1 unchanged sentence

Total long-term debt, net $ 2,523,970 $ 2,502,557

$ 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.

On August 27, 2025, the Partnership, amended and restated its existing credit agreement by entering into the Credit Agreement.

The Credit Agreement matures on August 27, 2030, except that if more than $ 50.0 million of the Senior Notes 2029 are outstanding on December 14, 2028, the Credit Agreement will mature on December 14, 2028.

The Credit Agreement provides for an asset-based revolving credit facility to be made available for the Partnership in an aggregate amount of up to $ 1.75 billion (subject to availability under our borrowing base), with a further potential increase of up to an additional $ 300 million.

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 existing subsidiaries.

In addition, under the Credit Agreement the Partnership’s Secured Obligations (as defined therein) are secured by:

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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.

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, one-month SOFR (which shall only be available for swingline loans made under the Credit Agreement), Daily Simple SOFR, or SOFR plus, in each case, the applicable margin.

“Alternate Base Rate” means the greatest of (i) the prime rate, (ii) the 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 Daily Simple SOFR and SOFR loans, from 1.75 % to 2.50 % per annum, and (b) in the case of Alternate Base Rate loans and one-month SOFR loans, from 0.75 % to 1.50 % per annum, and will be determined based on a total leverage ratio pricing grid.

In addition, the Partnership is required to pay commitment fees based on the daily unused amount under the facility in an amount per annum equal to 0.25 %.

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;

The Credit Agreement permits us to make distributions of available cash to unitholders so long as (i) no default under the Credit Agreement 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 Credit Agreement’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.

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• enter into transactions with affiliates;

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

• merge or consolidate;

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• 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;

• 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.

• a 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 not greater than 5.50 to 1.00 or less than 0.00 to 1.00.

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.

For purposes of the above covenants, EBITDA is calculated as set forth in the Credit Agreement.

As of December 31, 2025, 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 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.

In connection with entering into the Credit Agreement, we paid certain upfront fees and arrangement fees to the arrangers, syndication agents and senior managing agents of the Credit Agreement in the amount of $ 7.9 million during the year ended December 31, 2025.

These fees were capitalized to loan costs and included in other assets, and are amortized over the remaining term of the Credit Agreement.

As of December 31, 2025, we had outstanding borrowings under the Credit Agreement of $ 795.0 million and, after accounting for outstanding letters of credit in the amount of $ 0.8 million, $ 954.2 million of remaining unused availability, all of which was available to be drawn, inclusive of restrictions related to compliance with applicable financial covenants.

The borrowing base consists of eligible accounts receivable, inventory, and compression units.

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Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the year ended December 31, 2025, was 6.77 %, and our weighted-average interest rate under the Credit Agreement as of December 31, 2025, was 5.74 %.

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.

Issuance of Senior Notes 2033

On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $ 1.0 billion aggregate principal amount of senior notes that will mature on March 15, 2029.

The Senior Notes 2029 accrue interest from March 18, 2024 at the rate of 7.125 % per year.

Interest on the Senior Notes 2029 is payable semi-annually in arrears on each of March 15 and September 15, which commenced on September 15, 2024.

At any time prior to March 15, 2026, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes 2029 at a redemption price equal to 107.125 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60 % of the aggregate principal amount of the Senior Notes 2029 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2029 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

On or after March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

On September 24, 2025, the Partnership and Finance Corp co-issued the Senior Notes 2033, a $ 750.0 million aggregate principal amount of senior notes that will mature on October 1, 2033.

The Senior Notes 2033 accrue interest at the rate of 6.250 % per year.

Interest on the Senior Notes 2033 is payable semi-annually in arrears on each of April 1 and October 1, commencing on April 1, 2026.

At any time prior to October 1, 2028, we may redeem up to 40% of the aggregate principal amount of the Senior Notes 2033 at a redemption price equal to 106.250 % 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 2033 remain outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2033 held by us and our subsidiaries) and the redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to October 1, 2028, we may also redeem all or a part of the Senior Notes 2033 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.

On or after October 1, 2028, we may redeem all or a part of the Senior Notes 2033 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 October 1 of the years indicated below:

Year Percentages

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As of December 31, 2025, we were in compliance with such financial covenants under the 2033 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 2033 are fully and unconditionally guaranteed (the “2033 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 borrows under any other credit facility or guarantees certain of our indebtedness (collectively, the “Guarantors”).

The Senior Notes 2033 and the 2033 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 2033 and the 2033 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 2033.

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 2029

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.

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:

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.

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, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2027 (as described above), we may be required to offer to repurchase the Senior Notes 2027 at a purchase price equal to 101 % of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

If we experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2029 (as described above), we may be required to offer to repurchase the Senior Notes 2029 at a purchase price equal to 101 % of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

In connection with issuing the Senior Notes 2029, we incurred certain issuance costs in the amount of $ 18.2 million, which are amortized over the expected term of the Senior Notes 2029.

The indenture governing the Senior Notes 2029 (the “2029 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2029 Indenture.

As of December 31, 2025, we were in compliance with such financial covenants under the 2029 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 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 2027

On September 15, 2025, we provided notice to the holders of our Senior Notes 2027 that, contingent on receipt of the proceeds from the Senior Notes 2033, the Senior Notes 2027 would be redeemed in full at par, plus accrued and unpaid interest, on October 15, 2025 (the “Redemption”).

The net proceeds from the issuance and sale of the Senior Notes 2033, together with borrowings under our Credit Agreement, were used to fund the Redemption.

Prior to the completion of the Redemption, we applied the net proceeds from the Senior Notes 2033 to repay outstanding borrowings under our Credit Agreement.

The Redemption was completed on October 15, 2025.

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.

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2029 1,000,000

Thereafter 750,000

(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,

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.

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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 Preferred Units ranked senior to our common units with respect to distributions and liquidation rights.

The holders of the Preferred Units were entitled to receive cumulative quarterly cash distributions equal to $ 24.375 per Preferred Unit.

As of December 31, 2025, all of the Preferred Units had been converted to common units.

The change in Preferred Units outstanding was as follows:

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Total 2025 distributions

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.

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 presented as temporary equity within the mezzanine section of the Consolidated Balance Sheets because of redemption provisions that were 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.

June 2025 Conversion

On June 3, 2025, the holders of the Preferred Units elected to convert 100,000 Preferred Units into 4,997,126 common units.

These Preferred Units were converted into common units and, for our second-quarter 2025 distribution, the holders received the common unit distribution of $ 0.525 on the 4,997,126 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 100,000 Preferred Units.

December 2025 Conversion

On December 2, 2025, the holders of the Preferred Units elected to convert the remaining 80,000 Preferred Units into 3,997,700 common units.

These Preferred Units were converted into common units and, for our fourth-quarter 2025 distribution, the holders received the common unit distribution of $ 0.525 on the 3,997,700 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 80,000 Preferred Units.

April 2024 Conversion

On April 1, 2024, the holders of the Preferred Units elected to convert 280,000 Preferred Units into 13,991,954 common units.

These Preferred Units were converted into common units and, for our first-quarter 2024 distribution, the holders received the common unit distribution of $ 0.525 on the 13,991,954 common units in lieu of the Preferred Unit distribution of $ 24.375 on the converted 280,000 Preferred Units.

Changes in the Preferred Units’ balance are as follows (in thousands):

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Cash distributions on Preferred Units ( 24,375 )

Exercise and conversion of Preferred Units into common units ( 300,700 )

Balance as of December 31, 2024 168,809

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Balance as of December 31, 2025 $ —

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”).

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(12) Partners’ Deficit

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Issuance of common units under the DRIP 65,352

Exercise and conversion of warrants into common units 2,360,488

Exercise and conversion of Preferred units into common units 15,990,804

Number of common units outstanding, December 31, 2024 117,314,783

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• right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year.

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):

We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including DER payments to the holders of our restricted and phantom units, as follows (dollars in millions, except distribution per unit):

Payment Date Distribution per

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Unitholders Amount Paid to

Phantom and Restricted

Unitholders Total

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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.

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.

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Basic income (loss) per unit is determined by dividing net income (loss) allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted-average number of participating securities outstanding during the period.

Income (loss) attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

undistributed earnings for the period.

Income (loss) attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period.

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.

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For the year ended December 31, 2025, approximately 518,000 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, 2024, approximately 1,112,000 incremental unvested phantom and restricted units represent the difference between our basic and diluted weighted-average common units outstanding.

For the year ended December 31, 2023, approximately 1,167,000 and 873,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, represent the difference between our basic and diluted weighted-average common units outstanding .

For the year ended December 31, 2022, approximately 980,000 and 42,000 incremental unvested phantom units and “in the money” then-outstanding warrants, respectively, were excluded from the calculation of diluted loss per unit because the impact was anti-dilutive .

(13) Revenue Recognition

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We primarily enter into fixed-fee contracts whereby our customers are required to pay our monthly fee even during periods of limited or disrupted throughput.

Services generally are billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment generally is due 30 days after receipt of our invoice.

Amounts invoiced in advance are recorded as deferred revenue until earned, at which time they are recognized as revenue.

The amount of consideration we receive and revenue we recognize is based on the fixed-fee rate stated in each service contract.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower.

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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.

Contract Balances with Customers

The balances of the Partnership's accounts receivable from contracts with customers and contract liabilities at January 1, 2024 were $ 95.4 million, net of allowances for credit losses and $ 68.6 million, respectively.

Deferred Revenue

We record deferred revenue when cash payments are received or due in advance of our performance.

We record contract liabilities as deferred revenue when cash payments are received or due in advance of our performance.

Components of deferred revenue were as follows (in thousands):

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(1) We recognized $ 63.6 million of revenue during the year ended December 31, 2025, related to our deferred revenue balance as of December 31, 2024.

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 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.

Performance Obligations

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Remaining performance obligations $ 636,057 $ 353,559 $ 155,320 $ 38,456 $ 17,420 $ 1,200,812

$ 586,990 $ 338,327 $ 190,061 $ 74,600 $ 14,985 $ 1,204,963

(14) Transactions with Related Parties

(14) Related Party Transactions

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of December 31, 2025, owned approximately 36 % of our limited partner interests and 100 % of the General Partner.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

Under our Partnership Agreement, our General Partner does not receive a management fee or other compensation for its role as our general partner.

However, our General Partner is reimbursed for expenses incurred on our behalf.

These expenses include costs allocable to us under the shared services model with Energy Transfer, as well as all other expenses necessary or appropriate to the conduct of our business that are allocable to us, as provided for in our Partnership Agreement.

There is no cap on the amount that may be paid or reimbursed to our General Partner.

Revenue recognized from those entities affiliated with Energy Transfer on our Consolidated Statement of Operations were as follows (in thousands):

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Related-party revenues $ 65,008 $ 41,302 $ 21,726

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).

Expense reimbursement 2,545 — —

Losses on disposition of assets 621 — —

Balances with related parties from those entities affiliated with Energy Transfer on our unaudited condensed consolidated balance sheets were as follows (in thousands):

Related-party receivables $ 1,653 $ 636

Related-party payables 7,997 105

For the year ended December 31, 2025, we recognized capitalized expense reimbursement of $ 2.1 million to other assets related to cloud computing arrangement ERP implementation costs.

For the year ended December 31, 2025, we recognized capitalized expenditures of $ 44.9 million to property and equipment, net.

We have binding commitments under purchase orders for new compression units ordered but not received with an entity affiliated with Energy Transfer.

The commitments as of December 31, 2025 were $ 78.4 million.

(15) Unit-Based Compensation

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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.

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.

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Phantom unit recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

As of December 31, 2025 and 2024, our total unit-based compensation liability related to these phantom units was $ 3.9 million and $ 22.8 million, respectively.

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( 113,584 ) 18.09

( 122,887 ) 17.50

Phantom units outstanding at December 31, 2024 1,320,316 $ 18.59

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Restricted unit recipients do not have all the rights of a unitholder in the Partnership with respect to the restricted units until the units have vested.

During the year ended December 31, 2024, we recognized $ 0.1 million of compensation expense associated with these restricted units recorded in selling, general, and administrative expense.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

During the years ended December 31, 2025 and 2024, we recognized $ 2.0 million and $ 0.1 million, respectively, of compensation expense associated with these restricted units recorded in selling, general, and administrative expense.

The following table summarizes information regarding restricted units for the periods presented:

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Restricted units outstanding at December 31, 2024 323,390 22.25

392,422 24.26

( 69,430 ) 22.25

Restricted units outstanding at December 31, 2025 646,382 $ 23.84

The unrecognized compensation cost associated with restricted units was an aggregate $ 13.2 million as of December 31, 2025.

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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.

For the years ended December 31, 2025 and 2024, the Partnership granted a total of 115,962 and 107,820 , respectively, cash restricted units.

As of December 31, 2025 and 2024, a total of 172,405 and 107,820 , respectively, cash restricted units were unvested.

As of both December 31, 2025 and 2024, our total unit-based compensation liability related to these cash restricted units was $ 0.1 million .

(16) Employee Benefit Plans

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No customer accounted for 10% or more of total revenues for the year ended December 31, 2023.

As of December 31, 2024, two customers accounted for 12 % and 11 % of our trade accounts receivable, net balance, respectively.

As of December 31, 2025, one customer accounted for 12 % of our trade accounts receivable, net balance.

As of December 31, 2024, two customers accounted for 12 % and 11 % of our trade accounts receivable, net balance, respectively.

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable.

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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.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

(b) Litigation

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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.

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.

The IRS has issued preliminary partnership examination changes, resulted in imputed underpayment computations of approximately $ 30.3 million, including interest, for the 2019 and 2020 tax years.

Under the Bipartisan Budget Act of 2015, there are several procedural steps to complete before a final imputed underpayment, if any, is determined.

Based on discussions with the IRS, we have accrued $ 2.9 million, which we believe is a reasonable estimate of the potential loss from the aggregate final imputed underpayment for the years 2019 and 2020.

However, the final partnership imputed underpayment, if any, has not been determined.

Once determined, our General Partner may elect to either pay the imputed underpayment, if any, (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each unitholder, or former unitholder as applicable, with respect to an audited and adjusted return.

(d) Environmental

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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.

The CODM assesses segment performance and allocates resources based on consolidated net income, a GAAP measure, and Adjusted EBITDA, a non-GAAP measure.

Although we use Adjusted EBITDA to assess segment performance and allocate resources, our primary measure is 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.

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The CODM uses this information to allocate future operating and capital expenditures.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

USA COMPRESSION PARTNERS, LP

Notes to Consolidated Financial Statements

The measure of segment assets is reported on the balance sheets as total consolidated assets.

(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.

In Nove mber 2024, FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) .

ASU 2024-03 requires disclosure of specifie d 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 2023-09 on our consolidated financial statements and related disclosures.

We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements and related disclosures.

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

What changed 10-K

Item 9A. Controls and Procedures