Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us. Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of our published financial statements.
There are inherent limitations to the effectiveness of any control system, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Management must make judgments with respect to the relative cost and expected benefits of any specific control measure. The design of a control system also is based in part on assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that a control will be effective under all potential future conditions. As a result, even an effective system of internal control over financial reporting can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. 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
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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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of USA Compression GP, LLC and
Unitholders of USA Compression Partners, LP
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2025, and our report dated February 17, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Houston, Texas
February 17, 2026
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
In 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. Mr. 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
During the three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
ITEM 10. Directors, Executive Officers, and Corporate Governance
Board of Directors
Our general partner, USA Compression GP, LLC (the “General Partner”), manages our operations and activities. The General Partner is wholly owned by Energy Transfer LP (“Energy Transfer”). The General Partner has a board of directors (the “Board”) that manages our business, and the Board has appointed executive officers of the General Partner. References to “our officers” and “our directors” in this section refers to the officers and directors of the General Partner. The Board is not elected by our unitholders and is not subject to re-election on a regular basis in the future. As the sole member of the General Partner, Energy Transfer is entitled under the limited liability company agreement of the General Partner (the “GP LLC Agreement”) to appoint all directors of the General Partner, subject to 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. 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 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. Mr. William S. Waldheim presides at such meetings. Interested parties can communicate directly with non-management members of the Board by mail in care of the General Counsel and Secretary at USA Compression Partners, LP, 8115 Preston Road, Suite 700, Dallas, Texas 75225. Such communications should specify the intended recipient or recipients. Commercial solicitations or similar communications will not be forwarded to the Board.
As a limited partnership, NYSE rules do not require us to seek unitholder approval for the election of any of our directors. We do not have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees. We believe, however, that the individuals appointed as directors have experience, skills, and qualifications relevant to our business and have a history of service in the industry or senior leadership positions with the qualities and attributes required to provide effective oversight of the Partnership.
Independent Directors. The Board has determined that each of Glenn E. Joyce, William S. Waldheim, and John L. Wortham are an independent director under the standards established by the NYSE and the Exchange Act. The Board considered all relevant facts and circumstances and applied the independence guidelines of the NYSE and the Exchange Act in determining that none of these directors has any material relationship with us, our management, the General Partner or its affiliates, or our subsidiaries.
The Board’s Role in Risk Oversight
The Board administers its risk oversight function as a whole and through its committees. It does so in part through discussion and review of our business, financial reporting, and corporate governance policies, procedures, and practices, with opportunity to make specific inquiries of management. In addition, at each regular meeting of the Board, management provides a report of the Partnership’s operational and financial performance, which often prompts questions and feedback from the Board. The audit committee of the Board (the “Audit Committee”) provides additional risk oversight through its quarterly meetings, where it discusses policies with respect to risk assessment and risk management, reviews contingent liabilities and risks that may be material to the Partnership, and assesses major legislative and regulatory developments that could materially impact the Partnership’s contingent liabilities and risks. The Audit Committee also is required to discuss any material violations of our policies brought to its attention on an ad-hoc basis. Additionally, the Compensation Committee reviews our overall compensation program and its effectiveness at both linking executive pay to performance and aligning the interests of our executives and our unitholders.
Committees of the Board of Directors
Audit Committee. The Board appoints the Audit Committee, which is comprised solely of directors who meet the independence and experience standards established by the NYSE and the Exchange Act. The Audit Committee consists of Messrs. Joyce, Waldheim, and Wortham. Mr. Waldheim serves as chairman of the Audit Committee. The Board determined that Mr. Waldheim is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of SEC Regulation S-K, and that each of Messrs. Joyce, Waldheim, and Wortham is “independent” within the meaning of the applicable NYSE and Exchange
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Act rules governing audit committee independence. The Audit Committee assists the Board in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements as well as the effectiveness of our corporate policies and internal controls. The Audit Committee has the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The Audit Committee also is responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm is given unrestricted access to the Audit Committee.
The charter of the Audit Committee (the “Audit Committee Charter”) is available under the Investor Relations tab on our website at usacompression.com. We will provide a copy of the Audit Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8115 Preston Road, Suite 700, Dallas, Texas 75225.
Compensation Committee. The NYSE does not require a listed limited partnership like us to have a compensation committee. However, the Board established the Compensation Committee to, among other things, oversee our compensation program described below in Part III, Item 11 “Executive Compensation.” The Compensation Committee consists of Messrs. Joyce, Waldheim, and Wortham and is chaired by Mr. Joyce. The Compensation Committee establishes and reviews general policies related to our compensation and benefits, and is responsible for making recommendations to the Board with respect to the compensation and benefits of the Board. In addition, the Compensation Committee administers the USA Compression Partners, LP 2013 Long-Term Incentive Plan, as amended and as may be further amended or replaced from time to time (the “LTIP”) and the USA Compression Partners, LP Long-Term Cash Restricted Unit Plan, as may be amended or replaced from time to time (the “CRU Plan”).
Under the charter of the Compensation Committee (the “Compensation Committee Charter”), a director serving as a member of the Compensation Committee may not be an officer of, or employed by, the General Partner, us, or our subsidiaries. During 2025, none of Mr. Joyce, Mr. Waldheim, or Mr. Wortham was an officer or employee of Energy Transfer or any of its affiliates, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.
The Compensation Committee Charter is available under the Investor Relations tab on our website at usacompression.com. We will provide a copy of the Compensation Committee Charter to any of our unitholders without charge upon written request to Investor Relations, 8115 Preston Road, Suite 700, Dallas, Texas 75225.
Conflicts Committee. As set forth in the GP LLC Agreement, the General Partner may, from time to time, establish a conflicts committee to which the Board will appoint independent directors and which may be asked to review specific matters that the Board believes may involve conflicts of interest between us, our limited partners, and Energy Transfer. Such conflicts committee will determine the resolution of the conflict of interest in any matter referred to it in good faith. The members of the conflicts committee may not be officers or employees of the General Partner or directors, officers, or employees of its affiliates, including Energy Transfer, and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on the Audit Committee, and certain other requirements. Any matters approved by the conflicts committee in good faith will be conclusively deemed to be fair and reasonable to us, approved by all of our partners, and not a breach by the General Partner of any duties it may owe us or our unitholders.
Corporate Governance Guidelines and Code of Ethics
The Board has adopted Corporate Governance Guidelines (the “Guidelines”) that outline important policies and practices regarding our governance and provide a framework for the function of the Board and its committees. The Board also has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the General Partner and its subsidiaries and affiliates, including us, and to all of its and their directors, employees, and officers, including its principal executive officer, principal financial officer, and principal accounting officer. We intend to post any amendments to the Code, or waivers of its provisions applicable to our directors or executive officers, including our principal executive officer and principal financial officer, or our principal accounting 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, 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. Accordingly, no information found on or provided at those internet addresses or on our website in general is intended or deemed to be incorporated by reference herein.
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Insider Trading Policy
The Board has adopted insider trading policies and procedures governing the purchase, sale, and disposition of our securities that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the listing standards of the NYSE. Our insider trading policy is applicable to all employees, officers and directors and, among other things, (i) prohibits our employees, officers, directors, and certain related persons and entities from trading in securities of USA Compression Partners, LP and certain other companies while in possession of material, non-public information, (ii) contains confidentiality provisions designed to protect our material, non-public information, and (iii) requires that certain individuals who are designated as “Insiders” only transact in Partnership securities during an open trading window period, subject to limited exceptions. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Directors and Executive Officers
The following table shows information as of February 12, 2026 regarding the current directors and executive officers of USA Compression GP, LLC.
Name Age Position with USA Compression GP, LLC
M. Clint Green 48 President and Chief Executive Officer
Christopher M. Paulsen 48 Senior Vice President, Chief Financial Officer and Treasurer
Christopher J. Wauson 45 Senior Vice President and Chief Operating Officer
Christopher W. Porter 42 Senior Vice President, General Counsel and Secretary
Dylan A. Bramhall 49 Director
Clifford A. Harris 77 Director
Glenn E. Joyce 68 Director
Thomas E. Long 69 Director
Thomas P. Mason 69 Director
William S. Waldheim 69 Director
Bradford D. Whitehurst 51 Director
John L. Wortham 74 Director
James M. Wright, Jr. 57 Director
The directors of the General Partner hold office until the earlier of their death, resignation, removal, or disqualification or until their successors have been elected and qualified. Officers serve at the discretion of the Board. There are no family relationships among any of the directors or executive officers of the General Partner.
M. Clint Green has served as our President and Chief Executive Officer since October 2024. Prior to this position, Mr. Green served as Group Senior Vice President, Construction and Project Execution for Energy Transfer beginning in August 2024, Senior Vice President, Construction and Project Execution for Energy Transfer from April 2022 to August 2024, and as Vice President of Operations for Energy Transfer’s Western Division from August 2018 to April 2022. Mr. Green has more than 25 years of industry experience, having served in leadership positions at Energy Transfer since 2015, when he joined as a Senior Director through its merger with Regency Energy Partners. Prior to Energy Transfer, he held positions at Regency Energy Partners, Hanover Compression, CDM Compression and SEC Energy.
Christopher M. Paulsen has served as our 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. Prior to that, he was the Vice President of Business Development and Strategy at Pioneer beginning in January 2013. Mr. Paulsen joined Pioneer in 2002 and served in various areas including investor relations, mergers and acquisitions, and operations and subsurface. In 2011, Mr. Paulsen took over leadership of the business development team responsible for shale technology, divestitures, and mergers and acquisitions. Transactions generally concentrated on upstream, midstream, oilfield service, and renewable sectors in the Permian Basin, Mid-Continent, Gulf Coast, Alaska, and Rockies. Additionally, his team was responsible for corporate strategy, scenario planning, and energy transition investments transactions. Prior to joining Pioneer, Mr. Paulsen worked for SBC Communications in planning as well as treasury. Mr. Paulsen received his BBA from Baylor University and his MBA from the McCombs School of Business at the University of Texas. Mr. Paulsen is a board member of Ralph Lowe Energy Institute at Texas Christian University. He also serves as a board member of the
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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. Mr. Wauson holds an associate’s degree in Instrumentation/ Electrical Technology from the University of Houston.
Christopher W. 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. Mr. Porter joined us in October 2015 as our Associate General Counsel and Assistant Secretary. From January 2010 through October 2015, Mr. Porter practiced corporate and securities law at Hunton Andrews Kurth LLP, representing public and private companies, including master limited partnerships, in capital markets offerings, mergers and acquisitions, and corporate governance. Mr. Porter holds a B.B.A. degree in accounting from Texas A&M University, a M.S. degree in finance from Texas A&M University, and a J.D. degree from George Washington University.
Dylan A. Bramhall has served on the Board since April 2024. Mr. Bramhall has served as Executive Vice President and Group Chief Financial Officer of the general partner of Energy Transfer since November 2022 and currently is also Chief Financial Officer of Sunoco LP’s general partner. Mr. Bramhall joined Energy Transfer in 2015 as a result of its merger with Regency Energy Partners and is responsible for oversight of Energy Transfer’s Financial Planning and Analysis, Credit and Commodity Risk Management, Insurance, Cash Management, Capital Markets, Accounting, Financial Reporting and Investor Relations groups. He also serves as a member of Energy Transfer’s Risk Oversight Committee. While at Regency, Mr. Bramhall held management positions in the finance, risk, commercial and operations groups. Mr. Bramhall holds a Bachelor of Business Administration in finance and Master of Business Administration in finance and operations management, both from the University of Iowa.
Mr. Bramhall was selected to serve on the Board because of his financial acumen and his experience as an executive officer in the energy sector.
Clifford A. Harris has served on the Board since February 2024. Until February 2024, Mr. Harris held the position of Director – Sales with the general partner of Energy Transfer. Prior to that, Mr. Harris was Director – Sales of Dual Drive Technologies, Ltd., a company that developed technology which enables a gas compressor to switch from a natural gas engine to an electric driver, which was acquired by Energy Transfer in 2017. Mr. Harris held various positions with Dual Drive Technologies, Ltd. and its predecessors beginning in 1995. Before entering the energy industry, Mr. Harris played professional football with the Dallas Cowboys, and was inducted into the Pro Football Hall of Fame in 2020. Mr. Harris 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.
Mr. Harris was selected to serve on the Board due to the valuable experience and insight he brings from over 25 years in the energy industry, as well as his experience with gas compression.
Glenn E. Joyce has served on the Board since April 2018. Mr. Joyce was with Apex International Energy (“Apex”) for over six years, most recently as their Chief Administrative Officer from January 2017 through April 2022. Prior to joining Apex, he spent over 17 years with Apache Corporation where his last position was Director of Global Human Resources in which he managed the HR functions of the international regions of Apache (Australia, Argentina, UK, Egypt). Previously, he worked for Amoco and was involved in international operations in many different countries. Mr. Joyce received his bachelor’s degree in accounting from Texas A&M University.
Mr. Joyce was selected to serve on the Board due to his extensive experience in senior human resources leadership positions in the energy industry.
Thomas E. Long has served on the Board since April 2018. Mr. Long was appointed as Co-Chief Executive Officer of the general partner of Energy Transfer effective January 2021. Since May 2022, Mr. Long also has served as a director of Texas Capital Bancshares, Inc., and was appointed to the board of directors of TXSE Group Inc., the parent company of the Texas Stock Exchange, in July 2024. Mr. Long previously served as the Chief Financial Officer of the general partner of Energy Transfer from February 2016 until January 2021. Mr. Long also has served as a director of the general partner of Energy Transfer since April 2019. Mr. Long served as Co-Chief Executive Officer of ETO’s general partner from January 2021 until its merger into Energy Transfer in April 2021 and was previously its Chief Financial Officer. He also served on the board of
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directors of the general partner of Sunoco LP from May 2016 until May 2021. Mr. Long also served as the Chief Financial Officer and as a director of PennTex Midstream Partners, LP’s general partner from November 2016 to July 2017. Mr. Long also served as Executive Vice President and Chief Financial Officer of Regency GP LLC from November 2010 to April 2015.
Mr. Long was selected to serve on the Board because of his understanding of energy-related corporate finance gained through his extensive experience in the energy industry.
Thomas P. Mason has served on the Board since April 2018. Since December 2022, Mr. Mason has served as the Executive Vice President and President – LNG of the general partner of Energy Transfer. Mr. Mason became the Executive Vice President and General Counsel of the general partner of Energy Transfer in December 2015, and served as the Executive Vice President, General Counsel and President – LNG from October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. until December 2022 when he resigned from his role as General Counsel. In February 2021, Mr. Mason assumed leadership responsibility over Energy Transfer’s newly created Alternative Energy Group, which focuses on the development of alternative energy infrastructure projects. Mr. Mason previously served as Senior Vice President, General Counsel and Secretary of ETO’s general partner from April 2012 to December 2015, as Vice President, General Counsel and Secretary from June 2008 and as General Counsel and Secretary from February 2007. Prior to joining ETO, he was a partner in the Houston office of Vinson & Elkins L.L.P. Mr. Mason also previously served on the Board of Directors of the general partner of Sunoco Logistics Partners L.P. from October 2012 to April 2017.
Mr. Mason was selected to serve on the Board because of his decades of legal experience in securities, mergers and acquisitions, and corporate governance in the energy sector.
William S. Waldheim has served on the Board since April 2018. Mr. Waldheim also served on the board of directors of Southcross Energy Partners GP, LLC from February 2020 through April 2022. Mr. Waldheim served as a director and a member of the Audit, Finance & Risk Committee of Enbridge Energy Company, Inc. and Enbridge Energy Management, L.L.C. from February 2016 through December 2018. He previously served as President of DCP Midstream LP where he had overall responsibility for DCP Midstream’s affairs including commercial, trading, and business development until his retirement in 2015. Prior to this, Mr. Waldheim was President of Midstream Marketing and Logistics for DCP Midstream and managed natural gas, crude oil, and natural gas liquids marketing and logistics. From 2005 to 2008, he was Group Vice President of Commercial for DCP Midstream, managing its upstream and downstream commercial business. Mr. Waldheim started his professional career in 1978 with Champlin Petroleum as an auditor and financial analyst and served in roles involving NGL and crude oil distribution and marketing. He served as Vice President of NGL and Crude Oil Marketing for Union Pacific Fuels from 1987 until 1998 at which time it was acquired by DCP Midstream.
Mr. Waldheim was selected to serve on the Board because of his broad and extensive experience in senior leadership roles in the energy industry and his financial and accounting expertise.
Bradford D. Whitehurst has served on the Board since April 2019. Since November 2022, Mr. Whitehurst has served as the Executive Vice President of Tax and Corporate Initiatives of the general partner of Energy Transfer. From January 2021 through November 2022, Mr. Whitehurst was the Chief Financial Officer of the general partner of Energy Transfer. Prior to that, Mr. Whitehurst served as their Executive Vice President – Head of Tax since August 2014. Mr. Whitehurst also served as the Chief Financial Officer of the general partner of ETO from January 2021 until its merger into Energy Transfer in April 2021, and prior to that was their Executive Vice President – Head of Tax since August 2014. Prior to joining Energy Transfer, Mr. Whitehurst was a partner in the Washington, DC office of Bingham McCutchen LLP and an attorney in the Washington, DC offices of both McKee Nelson LLP and Hogan & Hartson. Mr. Whitehurst has specialized in partnership taxation and has advised Energy Transfer LP in his role as outside counsel since 2006.
Mr. Whitehurst was selected to serve on the Board because of his strong background in the energy sector and specialized knowledge of the taxation structure and issues unique to partnerships.
John L. Wortham has served on the Board since March 2024. Mr. Wortham has over 40 years of experience in the energy industry. Mr. Wortham worked at Energy Transfer from 2002 until his retirement in October 2020, most recently as a Senior Director of Business Development and before that as a Senior Director of Gas Supply- Long Term Gas Contracts. Prior to that, Mr. Wortham worked for the energy company Aquila, Inc. (“Aquila”), as a Director of Business Management from 1993 until 2002, when Energy Transfer acquired certain of Aquila’s assets. Mr. Wortham has also worked in various other roles in the energy industry since 1980. Mr. Wortham graduated from Texas Christian University in 1973 with a business management degree.
Mr. Wortham was selected to serve on the Board based on his 40 years of business experience in the energy and natural gas industry.
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James M. Wright, Jr. has served on the Board since April 2024. Mr. Wright was appointed as Executive Vice President, General Counsel and Chief Compliance Officer of the general partner of Energy Transfer in December 2022. He became Executive Vice President - Legal and Chief Compliance Officer of Energy Transfer’s general partner in October 2018 following the merger of Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P. Mr. Wright has been a part of the Energy Transfer legal team with increasing levels of responsibility since July 2005 and has held various senior-level positions in the legal department including General Counsel of the general partner of Energy Transfer Partners, L.P. from December 2015 to October 2018 and Deputy General Counsel from May 2008 to December 2015. Prior to joining Energy Transfer, Mr. Wright gained significant experience at Enterprise Products Partners, L.P., El Paso Corp., Sonat Exploration Company and KPMG Peat Marwick LLP. Mr. Wright earned a Bachelor of Business Administration degree in Accounting and Finance from Texas A&M University and a JD from South Texas College of Law.
Mr. Wright was selected to serve on the Board because of his decades of legal experience and corporate governance in the energy sector.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that the members of the Board, our executive officers, and persons who own more than 10 percent of a registered class of our equity securities file initial reports of ownership and reports of changes in ownership of our common units and other equity securities with the SEC and any exchange or other system on which such securities are traded or quoted. To our knowledge and based solely on a review of Section 16(a) forms filed electronically with the SEC, we believe that all reporting obligations of the members of the Board, our executive officers and greater than 10 percent unitholders under Section 16(a) were satisfied during the year ended December 31, 2025.
Common Unit Ownership by Directors and Executive Officers
We encourage our directors and executive officers to invest in and retain ownership of our common units, but we do not require such individuals to establish and maintain a particular level of ownership.
Reimbursement of Expenses of the General Partner
The General Partner does not receive any management fee or other compensation for its management of us, but we reimburse the General Partner and its affiliates for all expenses incurred on our behalf, including the compensation of employees of the General Partner or its affiliates that perform services on our behalf. These expenses include all expenditures necessary or appropriate to the conduct of our business and that are allocable to us. The Partnership Agreement provides that the General Partner will determine in good faith the expenses that are allocable to us. There is no cap on the amount that may be paid or reimbursed to the General Partner or its affiliates for compensation or expenses incurred on our behalf.
ITEM 11. Executive Compensation
As is commonly the case with publicly traded limited partnerships, we have no officers, directors, or employees. Under the terms of the Partnership Agreement, we are ultimately managed by the General Partner, which is controlled by Energy Transfer. All of our employees, including our executive officers, are employees of USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner. References to “our officers” and “our directors” refer to the officers and directors of the General Partner.
Compensation Discussion & Analysis
Named Executive Officers
The following disclosure describes the executive compensation program for the named executive officers identified below (the “NEOs”). For the year ended December 31, 2025, the NEOs were:
• M. Clint Green, President and CEO;
• Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer;
• Christopher J. Wauson, Vice President and Chief Operating Officer;*
• Christopher W. Porter, Vice President, General Counsel and Secretary; and
• Eric A. Scheller, Former Vice President and Chief Operating Officer*
*Mr. 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.
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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
We have consistently based our compensation philosophy and objectives on the premise that a significant portion of each NEO’s total compensation should be incentive-based or “at-risk” compensation. We share Energy Transfer’s philosophy that the NEOs’ total compensation levels should be competitive in the marketplace for executive talent and abilities. The Compensation Committee 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 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.
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:
• 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;
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• attract, retain, and reward talented executive officers and key members of management by providing a total compensation package competitive with those of their counterparts at similarly situated companies;
• motivate executive officers and key employees to achieve strong financial and operational performance;
• ensure that a significant portion of each executive officer’s compensation is performance-based or “at risk” compensation; and
• reward individual performance.
Methodology to Setting Compensation Packages
Our executive compensation program is administered by the Compensation Committee. The Compensation Committee considers 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:
• establishes and approves target compensation levels for each NEO;
• approves Partnership performance measures and goals;
• determines the mix between cash and equity compensation, short-term, and long-term incentives and benefits;
• verifies the achievement of previously established performance goals; and
• approves the resulting cash or equity-based 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 affiliates (the “Energy Transfer Group”). The Compensation Committee does not assign a specific weight to these factors, but rather makes a subjective judgment taking all of these factors into account. The Compensation Committee consults with and 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, 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.
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 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
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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
1. Antero Midstream Corporation AM
2. Archrock, Inc. AROC
3. Atlas Energy Solutions Inc. AESI
4. Cactus, Inc. WHD
5. DT Midstream, Inc DTM
6. Enerflex Ltd. EFX.TO
7. Expro Group Holdings N.V. XPRO
8. Genesis Energy, L.P. GEL
9. Helmerich & Payne, Inc. HP
10. Kodiak Gas Services, Inc KGS
11. Kinetic Holdings, Inc. KNTK
12. Oil States International, Inc OIS
13. Patterson-UTI Energy PTEN
14. Pro Petro Holding Corp. PUMP
15. RPC, Inc. RES
16. Select Water Solutions, Inc. WTTR
17. Summit Midstream Partners, LP SMLP
18. TETRA Technologies, Inc. TTI
Elements of the Compensation Program
Compensation for the NEOs primarily consists of the following elements and corresponding objectives:
Compensation Element Primary Objective
Base salary To recognize performance of job responsibilities and to attract and retain individuals with superior talent.
Annual incentive compensation To promote near-term performance objectives and reward individual contributions to the achievement of those objectives.
Long-term equity incentive awards (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.
Other elements of compensation and perquisites To attract and retain talented executives in a cost-efficient manner by providing benefits comparable to those offered by similarly situated companies.
Base Salary for 2025
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. 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,
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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)
2024 Base Salary ($)
M. Clint Green, President and Chief Executive Officer 500,000 500,000 (2)
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer 425,000 425,000 (2)
Christopher J. Wauson, Vice President and Chief Operating Officer 375,000 —
Christopher W. Porter, Vice President, General Counsel and Secretary 422,300 410,000
Eric A. Scheller, Former Vice President and Chief Operating Officer* 432,600 (3) 420,000
________________________
(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. Messrs. Green and Paulsen were actually paid $124,923 and $52,308 in base salary, respectively, in 2024, based on their time with Partnership during 2024.
(3) Mr. Scheller left the Partnership effective April 4, 2025.
In August 2025, after completion of the 2025 Meridian report and in order to align our compensation cycle with the Energy Transfer Group’s compensation cycle, the Compensation Committee performed a compensation merit review of the NEOs, other than Mr. Porter. Following this review, the Compensation Committee increased the base salaries for these NEOs. In July 2025, the Compensation Committee performed a compensation merit review of Mr. Porter in connection with the amendment to his Employment Agreement (as defined below), and increased Mr. Porter’s base salary. See “– Employment Agreement” below for more details on Mr. Porter’s Employment Agreement. The base salaries following these increases are set forth in the following table:
Name and Principal Position (2) 2025 Base Salary ($)(1)
M. 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. Porter. See “– Summary Compensation Table” below for the base salary actually paid to each NEO in 2025.
(2) Mr. Scheller left the Partnership effective April 4, 2025, prior to the compensation increases.
Annual Cash Incentive Compensation for 2025
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 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
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corresponding percentages that comprise the total annual target bonus for all eligible employees, including the NEOs (the “Annual Target Bonus Pool”), as shown in the following chart.
Bonus Plan Payout Factors
Payout Factor % of Total Annual Target Bonus
Adjusted EBITDA Budget Target Payout Factor 50%
Distributable Cash Flow Budget Target Payout Factor 30%
Departmental Budget Target Payout Factor 10%
Safety Budget Target Payout Factor 10%
Each of the Adjusted EBITDA Budget Target Payout Factor (the “Adjusted EBITDA Factor”) and the Distributable Cash Flow, or DCF, Budget Target Payout Factor (the “DCF Factor”) assign payout factors from 0% to 135% based on the percentage of the Partnership’s budgeted Adjusted EBITDA and DCF, respectively, achieved for the year, as shown in the following chart. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” for definitions of these non-GAAP measures as well as reconciliations of each measure to its most directly comparable financial measure(s) calculated and presented in accordance with GAAP.
Adjusted EBITDA and DCF Factors
% of Budget Target Bonus Pool Payout Factor
Greater than 110 1.35x
107 – 110 1.30x
105 – 107 1.25x
103 – 105 1.20x
101 – 103 1.10x
95.0 – 101 1.00x
90.0 – 94.9 0.90x
85.0 – 89.9 0.85x
80 – 84.9 0.75x
< 80.0 0.0x
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 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
>115 0.0x
For the 2025 year, the Compensation Committee set the Departmental Budget Target (as defined in the Bonus Plan) at $60.5 million.
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The Safety Budget Target Payout Factor (the “Safety Factor”) assigns payout factors based on the Partnership’s Total Recordable Incident Rate, or TRIR (as calculated by the U.S. Occupational Safety and Health Administration), against the Partnership’s TRIR target, as shown in the following chart.
Safety Factor
% of Target Bonus Pool Payout Factor
Less than 100 1.00x
100 – 105 0.90x
105.1 – 110 0.80x
110.1 – 115 0.70x
115.1 – 125 0.60x
Greater than 125 0.00x
For the 2025 year, the Compensation Committee set the Safety Budget Target (as defined in the Bonus Plan) at 0.90.
The establishment and amount of the bonus pool is 100% discretionary and subject to approval and/or adjustment by the Compensation Committee. In determining bonuses for the NEOs, the Compensation Committee takes into account whether the Partnership achieved or exceeded its targeted performance objectives. Further, under the Bonus Plan no other targets are considered unless the Adjusted EBITDA Budget Target result is at least 80% of its Budget Target. In the case of the NEOs, their bonus pool targets for the 2025 year range from 65% to 135% of their respective annual base salaries.
For the 2025 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for each NEO as follows: (i) for Mr. Wauson, upon his appointment in April 2025, which the Compensation Committee reaffirmed in connection with its compensation merit review in August 2025, (ii) for Mr. Porter, in connection with his compensation merit review in July 2025, and (iii) for Messrs. Green and Paulsen, in connection with their compensation merit reviews in August 2025. These Target Bonuses were set as a percentage of the NEO’s base salary. For the bonus applicable to the 2025 year, the Target Bonus, as a percentage of base salary and as a dollar amount, is reflected in the table below.
Name (1) Percentage of Base Salary Target
Amount ($)
M. Clint Green, President and Chief Executive Officer 135 % 708,750
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer 105 % 472,500
Christopher J. Wauson, Vice President and Chief Operating Officer 105 % 446,250
Christopher W. Porter, Vice President, General Counsel and Secretary 105 % 456,750
________________________
(1) Mr. 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 $60.089 million or 99.3% of target, resulting in a Departmental Budget Bonus Pool Payout Factor of 1.00; and (iv) a TRIR of 0.39 or 55.7% of target resulting in a Safety Budget Bonus Pool Payout Factor of 1.00. Based on these achieved results, the Compensation Committee approved a total bonus pool of 111% of Bonus Plan target. The awards made to each of the NEOs pursuant to the Bonus Plan with respect to the year ended December 31, 2025 were as follows:
Name (1) Bonus ($)
M. Clint Green, President and Chief Executive Officer 765,000
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer 507,000
Christopher J. Wauson, Vice President and Chief Operating Officer 450,500
Christopher W. Porter, Vice President, General Counsel and Secretary 507,000
________________________
(1) Mr. Scheller left the Partnership effective April 4, 2025, and as such, was ineligible to participate in the Bonus Plan for 2025.
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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
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.
Long-Term Restricted Unit Awards
The LTIP is designed to promote our interests, as well as the interests of our unitholders, by rewarding our officers, directors, and certain of our employees for delivering desired performance results, as well as by strengthening our ability to attract, retain, and motivate qualified individuals to serve as officers, directors, and employees. The Compensation Committee acts as the administrator of the LTIP, 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.”
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”); and
• 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 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.
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”); and
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• 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 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 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 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
Name (1) Percentage of
Base Salary Grant Date Amount ($)
M. Clint Green, President and Chief Executive Officer 600 % 3,317,709
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer 250 % 1,184,376
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
(1) Mr. 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.
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Under the LTIP, the Compensation Committee has the discretion to determine whether any portion of awards should be settled in cash upon vesting. The Restricted Unit Agreements do not allow for cash settlement of the RSUs. The Phantom Unit Agreements do allow for cash settlement of the Phantom Units at the discretion of the Compensation Committee. 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. If an employee affirmatively requests in writing that the percentage of cash settlement be set at a specific amount that is less than 50% (and such employee agrees to pay out of his or her own funds the amount of any required federal withholding to the extent that the cash portion is insufficient for the Partnership to withhold and pay such amounts on the employee’s behalf), the Compensation Committee approves in advance such lesser cash settlement percentage.
Each award of RSUs and Phantom Units granted to an employee, including the NEOs, is granted in tandem with a corresponding award of DERs, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (a) the number of RSUs and Phantom Units granted under such award to the grantee that remain outstanding and unvested as of the record date for the distribution on the Partnership’s common units for such quarter and (b) the quarterly distribution with respect to the Partnership’s common units. The CRSUs are not granted with a corresponding DER.
The Phantom Units 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
We provide the NEOs with certain other benefits and perquisites, which we do not consider to be a significant component of our overall executive compensation program, but which we recognize as an important factor in attracting and retaining talented executives. The NEOs are eligible under the same plans as all other employees with respect to (i) medical, dental, vision, disability, and life insurance benefits and (ii) a defined contribution plan that is tax-qualified under section 401(k) of the Internal Revenue Code (the “401(k) Plan”). In addition, we have provided one or more NEOs with an annual automobile allowance. The Compensation Committee has determined it is appropriate to offer these perquisites in order to provide compensation opportunities competitive with those offered by similarly situated public companies. In determining the compensation payable to the NEOs, the Compensation Committee considers perquisites in the context of the total compensation the NEOs are eligible to receive. However, given the fact that perquisites represent a relatively small portion of the NEOs’ total compensation, the availability of these perquisites does not materially influence the Compensation Committee’s decision making with respect to other elements of the NEOs’ total compensation. The value of personal benefits and perquisites we provided to each of the NEOs in 2025 is set forth below in “– Summary Compensation Table.”
Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “Energy Transfer NQDC Plan”)
Our NEOs, along with certain other highly compensated employees, are eligible to participate in Energy Transfer’s deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom or restricted unit distribution equivalent income until retirement, termination of employment or other designated distribution event. Each year under the Energy Transfer NQDC Plan, eligible employees are permitted to make an irrevocable election to defer up to 50% of their annual base salary, 50% of their quarterly non-vested phantom or restricted unit distribution income, and/or 50% of their discretionary performance bonus compensation during the following year. Pursuant to the Energy Transfer NQDC Plan, Energy Transfer may make annual discretionary matching contributions to participants’ accounts; however, Energy Transfer has not made any discretionary contributions to participants’ accounts and currently has no plans to make any discretionary contributions to participants’ accounts. All amounts credited under the Energy Transfer NQDC Plan (other than discretionary credits) are immediately 100% vested. Participant accounts are credited with deemed earnings or losses based on hypothetical investment fund choices made by the participants among available funds.
Participants may elect to have their account balances distributed in one lump sum payment or in annual installments over a period of three or five years upon retirement, and in a lump sum upon other termination events. Participants may also elect to take lump-sum in-service withdrawals five years or longer in the future, and such scheduled in-service withdrawals may be further deferred prior to the withdrawal date. Upon a change in control (as defined in the Energy Transfer NQDC Plan) of Energy Transfer, all Energy Transfer NQDC Plan accounts are immediately vested in full. However, distributions are not accelerated and, instead, are made in accordance with the Energy Transfer NQDC Plan’s normal distribution provisions unless a participant has elected to receive a change of control distribution pursuant to his deferral agreement.
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Employment Agreement
During 2025, Mr. Porter was party to an employment agreement with us (the “Employment Agreement”). Mr. 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 Agreement
Mr. 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
We believe our compensation program for all of our employees, including the NEOs, is appropriately structured and not reasonably likely to result in material risk to us because it is structured in a manner that does not promote excessive risk-taking that could damage our reputation, negatively impact our financial results, or reward poor judgment. We also have allocated our compensation among base salary and short- and long-term compensation in such a way as to not encourage excessive risk-taking. Furthermore, all business groups and employees receive similar compensation components of base pay and short-term incentives. We typically offer long-term equity incentives to employees at the director level or above, and we use RSUs, Phantom Units and CRSUs rather than unit options for these equity awards because these awards retain value even in a 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 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. RSUs without a cash settlement option, as well as Phantom Units granted to outside directors without a cash settlement option, are accounted for as equity. During the requisite service period, compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date.
Because we are a master limited partnership and the General Partner is a limited liability company, section 162(m) of the Internal Revenue Code, which generally precludes public corporations (as defined pursuant to regulations issued under section 162(m)) from taking a tax deduction for individual compensation to certain of its executive officers in excess of $1 million, does not apply to the compensation paid to the NEOs and, accordingly, the Compensation Committee did not consider its impact in making the compensation recommendations discussed above.
Compensation Committee Interlocks and Insider Participation
We do not have any Compensation Committee interlocks. Messrs. Joyce, Waldheim and Wortham were the only members of the Compensation Committee during 2025. During 2025, none of Messrs. Joyce, Waldheim or Wortham was an officer or employee of Energy Transfer or any of its affiliates, including us, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the section of this report entitled “Compensation Discussion and Analysis” with management of the Partnership and approved its inclusion in this Annual Report on Form 10-K.
Compensation Committee
Glenn E. Joyce (Chairman)
William S. Waldheim
John L. Wortham
The foregoing report shall not be deemed to be incorporated by reference by any general statement or reference to this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and otherwise shall not be deemed filed under those Acts.
Summary Compensation Table
The following table provides information concerning compensation of our NEOs for the fiscal years presented below, as applicable.
Name and Principal Position Year Salary ($) Bonus
($) Equity
Awards
($) (1) Non-Equity Incentive Plan Compensation ($) (2) All Other
Compensation
($) (3) Total ($)
M. Clint Green 2025 511,745 3,317,709 765,000 16,942 4,611,396
President and Chief Executive Officer 2024 124,923 2,607,876 162,500 4,154 (4) 2,899,453
Christopher M. Paulsen 2025 436,538 1,184,376 507,000 17,500 2,145,414
Vice President, Chief Financial Officer and Treasurer 2024 52,308 125,000 (5) 1,740,750 — — 1,918,058
Christopher J. Wauson 2025 390,141 1,606,047 450,500 149,719 2,596,407
Vice President and Chief Operating Officer
Christopher W. Porter 2025 429,706 1,145,544 507,000 259,861 2,342,111
Vice President, General Counsel and Secretary 2024 413,248 855,289 410,000 346,074 2,024,611
2023 374,400 819,978 336,960 354,327 1,885,665
Eric A. 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
________________________
(1) Equity award amounts reflect the aggregate grant date fair value of the awards calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 718, disregarding the estimated likelihood of forfeitures. For a discussion of the assumptions utilized in determining the fair value of these awards, please see Note 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 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. Amounts earned for the 2025 year will be paid after the Partnership’s audited financials are finalized.
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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 Parking
Mr. Green $ — $ — $ 16,942 $ —
Mr. Paulsen — — 17,500 —
Mr. Wauson 116,955 15,264 17,500 —
Mr. Porter 238,482 — 17,500 3,879
Mr. 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, and note (8) below with respect to separation payments to Mr. Scheller.
(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 was paid at the same time as the bonus amounts under the Bonus Plan.
(6) Mr. 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. Scheller’s departure, he received a separation payment of $445,223 under the terms of the Scheller Separation Agreement. The incremental value of his accelerated Phantom Units is reported in the “Equity Awards” column and is not included in this amount.
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Grants of Plan-Based Awards during the Year Ended December 31, 2025
The below reflects awards granted to our NEOs under the LTIP, the CRU Plan, and our Bonus Plan during 2025.
Name (6) Grant Date Approval Date of Equity-Based
Awards Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) All Other Unit Awards: Number of Units
(#) Grant Date Fair Value of Unit Awards
($) (5)
Target ($) Maximum ($)
M. Clint Green 708,750 907,200
President and Chief Executive Officer 12/5/2025 12/5/2025 102,525 (2) 2,488,282
12/5/2025 12/5/2025 34,175 (3) 829,427
Christopher M. Paulsen 472,500 604,800
Vice President, Chief Financial Officer and Treasurer 12/5/2025 12/5/2025 36,600 (2) 888,282
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. Porter 456,750 584,640
Vice President, General Counsel and Secretary 12/5/2025 12/5/2025 35,400 (2) 859,158
12/5/2025 12/5/2025 11,800 (3) 286,386
________________________
(1) These awards were granted in 2025 pursuant to our Bonus Plan. The potential payout pursuant to these awards could be zero, thus we have not reflected a threshold amount in the table above. Actual amounts earned for 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 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. The RSUs granted to our NEOs on December 5, 2025 were granted in tandem with a corresponding DER.
(3) The CRSUs granted to our NEOs on December 5, 2025 were granted pursuant to our CRU Plan and will vest over a three-year period with 1/3 of the CRSUs vesting annually beginning on December 5, 2026. 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 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.
(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. Wauson. 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 $24.36 on August 12, 2025 and $24.27 on December 5, 2025.
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(6) Mr. 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 $2,376,803 in incremental value associated with the accelerated vesting of such Phantom Units.
Outstanding Equity Awards as of December 31, 2025
The following table provides information regarding Phantom Units and RSUs granted to the NEOs pursuant to the LTIP, and CRSUs granted pursuant to the CRU Plan, in each of the years ended December 31, 2021, 2022, 2023, 2024 and 2025 that were outstanding as of December 31, 2025, as well as the scheduled vesting schedule for each outstanding award. Potential acceleration events or change in control treatment for these awards are described below in the section titled “Potential Payments upon Termination or Change in Control.” None of the NEOs held any outstanding option awards as of December 31, 2025.
Name (10) Number of Outstanding Unit Awards
(#) Market Value of Outstanding Unit Awards
($) (9)
M. Clint Green, President and Chief Executive Officer
2024 RSU Grant 84,270 (4) 1,938,210
2024 CRSU Grant 18,727 (5) 430,721
2025 RSU Grant 102,525 (7) 2,358,075
2025 CRSU Grant 34,175 (8) 786,025
Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer
2024 RSU Grant 56,250 (4) 1,293,750
2024 CRSU Grant 12,500 (5) 287,500
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 Grant 19,197 (3) 441,531
2024 RSU Grant 15,170 (4) 348,910
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. Porter, Vice President, General Counsel and Secretary
2021 Grant 19,251 (1) 442,773
2022 Grant 16,304 (2) 374,992
2023 Grant 34,982 (3) 804,586
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: Mr. Wauson – 6,684 and Mr. Porter – 19,251. These remaining unvested Phantom Units will vest on December 5, 2026, subject to the terms of the award agreement.
(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: Mr. Wauson – 8,709 and Mr. Porter – 16,304. These remaining unvested Phantom Units will vest on December 5, 2027, subject to the terms of the award agreement.
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(3) Includes Phantom Units granted pursuant to the LTIP on December 5, 2023, to the NEOs as follows: 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.
(4) Includes RSUs granted pursuant to the LTIP on December 5, 2024, to the NEOs as follows: Mr. Green – 84,270; Mr. Paulsen – 56,250; Mr. Wauson – 15,170; and Mr. Porter – 27,640. The RSUs granted on December 5, 2024, vest incrementally, with 60% of the RSUs vesting on December 5, 2027, and the remaining 40% of the Phantom Units vesting on December 5, 2029, subject to the terms of the award agreement.
(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: Mr. Green – 18,727; Mr. Paulsen – 12,500; Mr. 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.
(6) Mr. 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: Mr. Green – 102,525; Mr. Paulsen – 36,600; Mr. 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: Mr. Green – 34,175; Mr. Paulsen – 12,200; Mr. 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..
(9) The market value of the Phantom Units, RSUs and CRSUs are calculated by multiplying $23.00, the closing price of the Partnership’s common units on December 31, 2025 by the number of Phantom Units, RSUs or CRSUs outstanding.
(10) Mr. Scheller l eft the Partnership effective April 4, 2025, at which time any awards that did not vest in connection with Mr. Scheller’s departure were forfeited.
Units Vested During the Year Ended December 31, 2025
The following table provides information regarding the vesting of Phantom Units and CRSUs held by the NEOs during 2025. No RSUs held by the NEOs vested during 2025. There are no options outstanding on the Partnership’s common units.
Name Number of Units Vested
(#) Value Realized on Vesting
($) (4)
M. 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
Phantom Units 43,026 (2) 1,044,241
CRSUs 3,070 74,509
Eric A. Scheller, Former Vice President and Chief Operating Officer
Phantom Units 81,286 (3) 1,918,350
________________________
(1) Mr. 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.
(2) Mr. Porter settled approximately 50% of his newly vested Phantom Units in cash in the amount of $522,121 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 21,513 vested Phantom Units were settled in our common units following such cash settlement.
(3) These units vested in connection with Mr. Scheller’s departure on April 4, 2025. Mr. 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.
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(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
The NEOs are entitled to severance payments and/or other benefits upon certain terminations of employment and, in certain cases, in connection with a Change in Control (as defined in the LTIP and the CRU Plan and as described below) of the General Partner. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document.
Employment 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. Porter. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document. 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; and Mr. 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 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 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 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
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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
On November 1, 2018, the Compensation Committee adopted the Phantom Unit Agreement, and on December 5, 2024 the Compensation Committee adopted the Restricted Unit Agreement (the “LTIP Agreements”). The LTIP Agreements (i) provide for incremental vesting of Phantom Units and RSUs over five years (60% on the third December 5 following the grant and 40% on the fifth December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested Phantom Units and RSUs in the event of (a) a Change in Control (as defined under the LTIP and set forth below) or (b) the death or Disability of the NEO. Additionally, the Phantom Unit Agreement 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. For purposes of this description, the “Company” means USA Compression GP, LLC.
A “Change in Control” as defined under the LTIP means the occurrence of any of the following events: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), the Partnership, or an Affiliate of, or successor to, Energy Transfer; or (iv) a transaction resulting in a Person other than the Company, Energy Transfer, an Affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer being the sole general partner of the Partnership.
However, if an LTIP award is subject to section 409A of the Code, a “Change in Control” will be defined in accordance with section 409A of the Code and the regulations promulgated thereunder.
“Disability” as defined under the LTIP means, as determined by the Compensation Committee in its discretion exercised in good faith, a physical or mental condition of the NEO that would entitle him or her to payment of disability income payments under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees as then in effect; or in the event that an NEO is not covered, for whatever reason, under the Company’s or the Partnership’s or one of its subsidiaries’ long-term disability insurance policy or plan for employees or the Company or the Partnership or one of its subsidiaries does not maintain such a long-term disability insurance policy, “Disability” means a total and permanent disability within the meaning of Section 22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment
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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 “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. The retirement provision also requires that the award be held for at least one year after the grant date in order to be eligible for acceleration. For purposes of this description, the “Company” means USA Compression GP, LLC.
A “Change in Control” as defined under the CRU Plan means the occurrence of any of the following events: (i) any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an affiliate of, or successor to, Energy Transfer, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership; (ii) the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership; (iii) the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), the Partnership, or an affiliate of, or successor to, Energy Transfer; or (iv) a transaction resulting in a Person other than the Company, Energy Transfer, an affiliate of the Company (as determined immediately prior to such event), or an Affiliate of, or successor to, Energy Transfer being the general partner of the Partnership.
“Disability” as defined under the CRU Plan means, unless provided otherwise in 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.
Potential Payments upon Termination or Change in Control
Except as otherwise noted, the values in the table below assume that a Change in Control occurred on December 31, 2025, and/or that the NEO’s employment terminated on that date, as applicable. The amounts actually payable to any NEO can only be calculated with certainty upon actual termination or a Change in Control. Except as otherwise noted, the value of the acceleration of the LTIP and CRU awards was calculated using the value of $23.00, which was the closing price of the Partnership’s common units on December 31, 2025.
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Executive Benefits and
Payments Change in Control followed by termination without “Cause” or for
“Good Reason”
($) Termination of Employment without “Cause” or for
“Good Reason”
($) Termination of Employment because of Death
or Disability
($) Termination by the Executive Other Than for
“Good Reason”
($) (9) Continued
Employment Following Change of Control
($) (10)
M. Clint Green
President and Chief Executive Officer
Salary (1) 42,115 42,115 42,115 42,115 —
Bonus — — — — —
Accelerated Vesting of RSUs (2) 4,296,285 — 4,296,285 — 4,296,285
Accelerated Vesting of CRSUs (3) 1,216,746 — 1,216,746 — 1,216,746
Totals 5,555,146 42,115 5,555,146 42,115 5,513,031
Christopher M. Paulsen
Vice President, Chief Financial Officer and Treasurer
Salary (1) 47,678 47,678 47,678 47,678 —
Bonus — — — — —
Accelerated Vesting of RSUs (2) 2,135,550 — 2,135,550 — 2,135,550
Accelerated Vesting of CRSUs (3) 568,100 — 568,100 — 568,100
Totals 2,751,328 47,678 2,751,328 47,678 2,703,650
Christopher J. Wauson
Vice President of Finance and Chief Operating Officer
Salary (1) 65,152 65,152 65,152 65,152 —
Bonus — — — — —
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
Totals 2,807,442 65,152 2,807,442 65,152 2,742,290
Christopher W. Porter
Vice President, General Counsel and Secretary
Salary (4)(7) 468,222 468,222 33,222 33,222 —
Bonus (5)(8) 917,000 917,000 917,000 — —
Accelerated Vesting of RSUs and Phantom Units (2) 3,072,271 — 3,072,271 — 3,072,271
Accelerated Vesting of CRSUs (3) 412,620 — 412,620 — 412,620
Health and Welfare Plan Benefits (6) 34,982 34,982 — — —
Totals 4,905,095 1,420,204 4,435,113 33,222 3,484,891
Eric A. Scheller (11)
Former Vice President and Chief Operating Officer
Salary — — — — —
Bonus — — — — —
Accelerated Vesting of RSUs and Phantom Units — — — — —
Accelerated Vesting of CRSUs — — — — —
Totals — — — — —
________________________
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(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 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. In the event of a Change in Control (as defined under the LTIP), 100% of the NEO’s outstanding, unvested Phantom Units and RSUs would vest.
(3) In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s CRSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited. If the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least five years, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least five years, 50% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement; provided that, for the retirement vesting of CRSUs, the NEO must have held the award for at least a year. In the event of the death or Disability (as defined under the CRU Plan) of the NEO, 100% of the then-unvested CRSUs shall vest in full immediately prior to such NEO’s cessation of service due to death or Disability. In the event of a Change in Control (as defined under the CRU Plan), 100% of the NEO’s outstanding, unvested CRSUs would vest.
(4) The listed salary for Mr. Porter represents his accrued but unused paid time off and accrued and unpaid salary as of December 31, 2025 plus, with respect to the first two columns, his base salary as of December 31, 2025. Any accrued but unused paid time off owed to Mr. Porter would be paid within 30 days of the date of his termination of employment, and the base salary would be paid out as set forth in footnote 7 below.
(5) The listed bonus amount for Mr. Porter is 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.
(6) In the event of Mr. Porter’s termination by the Partnership without Cause or by the NEO with Good Reason, he and his eligible dependents will be entitled to continued health insurance benefits for the Coverage Period, as follows: (a) for the first 12 months of the Coverage Period, the Partnership will provide such health insurance coverage at its own expense (other than the NEO’s monthly cost-sharing contribution under the Partnership’s group health plan, as in effect at the time of the NEO’s Separation from Service); (b) for the following six months of the Coverage Period, such health insurance coverage will be at the NEO’s sole expense; and (c) for the final six months of the Coverage Period, the Partnership will be responsible for the proportion of the cost of such health insurance coverage that the NEO covered in the first 12 months of the Coverage Period; and the NEO will be responsible for the proportion that the Partnership covered during the first 12 months of the Coverage Period.
(7) The Employment Agreement for Mr. Porter provides that upon termination by the Partnership without Cause or by the NEO for Good Reason, the NEO is entitled to receive one times his base salary, payable in equal semi-monthly installments over the course of one year provided, that any such installment payments that would otherwise be paid prior to the Partnership’s first regular payroll date that occurs on or after the 60th day following the date of Employee’s Separation from Service (the “First Pay Date”) shall be paid on the First Pay Date. Upon the death of Mr. Porter during this one-year period, his salary payment will be accelerated and all remaining Severance Payments (as defined in the Employment Agreement) would be paid in a lump sum within 30 days of his death. If such termination occurs within two years after a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be made in a lump sum on the first regular payroll date that occurs on or after 30 days of the NEO’s termination date.
(8) Upon the death or Disability (as defined in the Employment Agreement) of Mr. Porter, he (or his estate) will be entitled to his pro rata bonus awarded with respect to the year ended December 31, 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-based awards at the time of a Change in Control have been reflected.
(11) Mr. Scheller left the Partnership effective April 4, 2025. In exchange for Mr. 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. Mr. 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
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Mr. 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. 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, Clint Green (our “CEO”). The employees providing services to us are directly employed by USAC Management, therefore we do not have employees for purposes of the pay ratio rules. Rather than providing a pay ratio disclosure that contemplates no employees, we have determined that the disclosure that would be most aligned with the spirit of the pay ratio rules and that would provide our unitholders with more meaningful information would be to provide a ratio using the median employee from the USAC Management employee population. All references to “our” employees within this section shall refer to the applicable USAC Management employees.
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 was $4,611,396.
• Based on this information, for 2025 the ratio of the annual total compensation of Mr. Green to the median of the annual total compensation of all employees was reasonably estimated to be 39.95 to 1.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:
• We determined that, as of December 31, 2025, our employee population consisted of approximately 885 individuals with all of these individuals located in the U.S. This population consisted of our full-time employees, as we did not have any part-time employees, temporary employees or seasonal workers as of December 31, 2025.
• 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-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. Since all of our employees, including our CEO, are located in the U.S., we did not make any cost-of-living adjustments in identifying the median employee.
• After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $115,435.
• With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this Form 10-K.
Director Compensation
Officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates who also serve as directors do not receive additional compensation for their service as directors. Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive cash and equity-based compensation for their services as directors. Our director compensation program is subject to revision by the Board from time to time.
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The following table shows the total fees earned and other compensation paid in cash to each outside director during 2025.
Name Fees
Paid in Cash
($) Unit Awards
($) (1) All Other
Compensation
($) (2) Total
($)
Glenn E. Joyce 130,000 106,912 — 236,912
William S. Waldheim 132,500 106,912 — 239,412
John L. Wortham 122,500 106,912 — 229,412
Clifford A. Harris 100,000 106,912 — 206,912
________________________
(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, 2025, the outside members of the Board who receive equity-based awards held the following number of outstanding equity-based awards under the LTIP: Mr. Joyce: 8,572 Phantom Units and 4,494 RSUs; Mr. Waldheim: 8,572 Phantom Units and 4,494 RSUs; Mr. Wortham: 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: (i) an annual cash retainer of $100,000; (ii) an annual cash retainer for acting as the Chairman of the Audit Committee and for acting as Chairman of the Compensation Committee; (iii) an annual cash retainer for membership on the Audit Committee and for membership on the Compensation Committee; (iv) an undetermined fixed sum for membership on a special or conflicts committee; (v) an annual equity 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 as it applied in 2025.
Compensation Element Director Compensation Detail
Annual Cash Retainer $100,000
Committee Chair Cash Retainer Audit Committee: $25,000
Compensation Committee: $15,000
Committee Membership Retainer (if not Committee Chair) Audit Committee: $15,000
Compensation Committee: $7,500
Initial 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 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
Reimbursement of Out-of-Pocket Expenses Yes
Indemnification Yes, to fullest extent permitted under Delaware law
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters
Pursuant to the terms of an Equity Restructuring Agreement the Partnership entered into on January 15, 2018, with the General Partner and Energy Transfer Equity, L.P. (the “Equity Restructuring Agreement”), at any time after the first anniversary of the Transactions Date, Energy Transfer has the right to contribute (or cause any of its subsidiaries to contribute) to the Partnership all of the outstanding equity interests in any of its subsidiaries that owns the General Partner Interest (as defined in the Equity Restructuring Agreement) in exchange for $10,000,000 (the “GP Contribution”); provided that the GP Contribution will occur automatically if at any time following the Transactions Date (i) Energy Transfer or one of its affiliates owns, directly or indirectly, the General Partner Interest and (ii) Energy Transfer and its affiliates collectively own less than 12,500,000 of the Partnership’s common units.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the beneficial ownership of the Partnership’s common units and Preferred Units as of February 12, 2026, held by:
• each person who beneficially owns 5% or more of the Partnership’s outstanding common units;
• all of the directors of the General Partner;
• each NEO of the General Partner; and
• all directors and current executive officers of the General Partner as a group.
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 8115 Preston Road, Suite 700, 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 12, 2026, by each current director and named executive officer of the General Partner and by all directors and executive officers of
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the General Partner as a group. As of February 12, 2026, Energy Transfer had 3,440,314,575 common units outstanding. Any fractional common units are rounded down to the nearest whole number.
USA Compression Partners, LP Energy Transfer LP
Name of Beneficial Owner Common Units
Beneficially Owned Percentage of
Common Units Common Units
Beneficially Owned Percentage of
Common Units
Energy Transfer LP (1) (2) 46,056,228 31.77 % N/A N/A
Westerman, Ltd. (3) 18,175,323 12.54 % N/A N/A
Invesco Ltd. (4) 12,167,393 8.39 % N/A N/A
ALPS Advisors, Inc. (5) 17,748,200 12.24 % N/A N/A
M. Clint Green — — 46,205 *
Christopher M. Paulsen — — — —
Christopher J. Wauson 19,966 * — —
Christopher W. Porter 84,961 * 3,400 *
Eric A. Scheller 145,172 * — —
Dylan A. Bramhall — — 250,415 *
Clifford A. Harris — — 1,380,896 *
Glenn E. Joyce 36,049 * — —
Thomas E. Long — — 2,065,436 *
Thomas P. Mason — — 1,115,622 *
William S. Waldheim 36,049 * — —
Bradford D. Whitehurst (6) 23,616 * 1,039,306 *
John L. Wortham — — 21,150 *
James M. Wright, Jr. — — 418,284 *
All directors and officers as a group (13 persons) (7) 200,641 * 4,959,818 *
________________________
* Less than 1%.
(1) Energy Transfer LP has shared voting and dispositive power over 46,056,228 common units based on a Schedule 13D/A filed on August 5, 2019 with the SEC. The Schedule 13D/A was filed jointly by Energy Transfer LP, LE GP, LLC, Kelcy L. Warren, USA Compression GP, LLC, Energy Transfer Partners, L.L.C., Energy Transfer Partners GP, L.P., and Energy Transfer Operating, L.P. (collectively, the “Energy Transfer Reporting Companies”). The principal business address of each of the Energy Transfer Reporting Companies, other than USA Compression GP, LLC, is 8111 Westchester Drive, Suite 600, Dallas, Texas 75225. The principal business address of USA Compression GP, LLC is 8115 Preston Road, Suite 700, Dallas, Texas 75225.
(2) Includes 8,000,000 common units held by USA Compression GP, LLC.
(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. is a party. 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. has the sole power to dispose or to direct the disposition of and sole power to vote or to direct the vote of 12,167,393 common units based on a Schedule 13G/A filed on November 11, 2024, with the SEC. Invesco Ltd., in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own these 12,167,393 common units which are held of record by clients of Invesco Ltd. Invesco Advisers, Inc. is a subsidiary of Invesco Ltd. and it advises the Invesco SteelPath MLP Income Fund which owns 7.71% of the security reported herein. However, no one individual has greater than 5% economic ownership. The shareholders of the Fund have the right to receive or the power to direct the receipt of dividends and proceeds from the sales of these securities. The principal business address of Invesco Ltd. is 1331 Spring Street NW, Suite 2500, Atlanta GA 30309.
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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 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”). In its role as an investment advisor, AAI has voting and/or investment power over the common units owned by the Funds, and may be deemed to be the beneficial ownership of the common units held by the Funds. All 17,748,200 common units are owned by the Funds and AAI disclaims beneficial ownership. 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) Mr. 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.
Securities Authorized for Issuance Under Equity Compensation Plans
The Board adopted the LTIP in January 2013. On November 1, 2018, the Board approved and adopted the First Amendment to the LTIP (the “First Amendment”) with immediate effectiveness. The First Amendment (i) increased the number of common units available to be awarded under the LTIP by 8,590,000 common units (which brought the total number of common units available to be awarded under the LTIP to 10,000,000 common units); (ii) provided that common units withheld to satisfy the exercise price or tax withholding obligations with respect to an award will not be considered to be common units that have been delivered under the LTIP; (iii) for awards granted on or after April 3, 2018, modifies the definition of “Change in Control” under the LTIP to refer to Energy Transfer and its Affiliates (as defined under the LTIP) and successors; (iv) updated the tax withholding provision of the LTIP; and (v) extended the term of the LTIP until November 1, 2028.
The following table provides certain information with respect to the LTIP as of December 31, 2025:
Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plan (excluding securities
reflected in the first
column)
Equity compensation plans approved by security holders — N/A —
Equity compensation plans not approved by security holders 948,716 N/A 5,967,876 (1)
________________________
(1) As of December 31, 2025, we had 6,916,592 common units available under the LTIP before giving effect to the outstanding awards of 948,716 Phantom Units and RSUs. Pursuant to the terms of the LTIP, other than director Phantom Unit awards, awards of Phantom Units may be settled in cash or common units at the discretion of the Board or a committee thereof. Any Phantom Unit settled in cash will not result in the actual delivery of a common unit. Additionally, Phantom Units or RSUs withheld to satisfy the exercise price or tax withholdings of an award and Phantom Units and RSUs that are forfeited, cancelled, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards.
For more information about the LTIP, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”.
ITEM 13. Certain Relationships and Related Party Transactions, and Director Independence
Certain Relationships and Related Party Transactions
Services Agreement
We entered into that certain Services Agreement with USAC Management, a wholly owned subsidiary of the General Partner, effective on January 1, 2013 (the “Services Agreement”), pursuant to which USAC Management provides to us and the General Partner certain management, administrative and operating services, and certain personnel to manage and operate our business. We or one of our subsidiaries pays USAC Management for the allocable expenses it incurs in its performance under the Services Agreement. These expenses include, among other things, salary, bonus, cash incentive compensation, and other amounts paid to persons who perform services for us or on our behalf and other expenses allocated by USAC Management to us. USAC Management has substantial discretion to determine in good faith which expenses to incur on our behalf and what portion to allocate to us.
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On October 28, 2022, the Services Agreement was amended to extend its term to December 31, 2027. The Services Agreement may be terminated at any time by (i) the Board upon 120 days’ written notice for any reason in its sole discretion or (ii) USAC Management upon 120 days’ written notice if: (a) we or the General Partner experience a Change of Control (as defined in the Services Agreement); (b) we or the General Partner breach the terms of the Services Agreement in any material respect following 30 days’ written notice detailing the breach (which breach remains uncured after such period); (c) a receiver is appointed for all or substantially all of our or the General Partner’s property or an order is made to wind up our or the General Partner’s business; (d) a final judgment, order or decree that materially and adversely affects the ability of us or the General Partner to perform under the Services Agreement is obtained or entered against us or the General Partner, and such judgment, order or decree is not vacated, discharged or stayed; or (e) certain events of bankruptcy, insolvency or reorganization of us or the General Partner occur. USAC Management will not be liable to us for their performance of, or failure to perform, services under the Services Agreement unless its acts or omissions constitute gross negligence or willful misconduct.
Transactions with Energy Transfer
We provide compression and related services to, 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). 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.
The following table summarizes payments and revenues between us and Energy Transfer during 2025.
Transaction Explanation Amount/Value
2025 quarterly distributions on limited partner interests
Represents the aggregate amount of distributions made to Energy Transfer in respect of the Partnership’s common units during 2025.
$ 96.7 million
Revenue for compression and related services Represents the aggregate amount of revenue recognized for providing compression services to entities affiliated with Energy Transfer for the full year 2025.
$ 65.0 million
Reimbursement to Energy Transfer for certain allocated overhead and other expenses Represents the aggregate amount of transactions for reimbursement of overhead and other expenses, including employee compensation costs related to employees supporting our operations, to Energy Transfer during 2025.
$ 4.6 million
Amount of purchases from entities affiliated with Energy Transfer Represents the aggregate amount of purchases made from affiliates of Energy Transfer for certain other commercial purposes during 2025.
$ 45.0 million
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
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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
Conflicts of interest exist, and may arise in the future, as a result of the relationships between the General Partner and its affiliates, including Energy Transfer, on the one hand, and the Partnership and its limited partners, on the other hand. The directors and officers of the General Partner have fiduciary duties to manage the General Partner in a manner beneficial to its owners. At the same time, the General Partner has a fiduciary duty to manage the Partnership in a manner beneficial to us and our unitholders.
Whenever a conflict arises between the General Partner or its affiliates, on the one hand, and the Partnership and its limited partners, on the other hand, the General Partner will resolve that conflict. The Partnership Agreement contains provisions that modify and limit the General Partner’s fiduciary duties to the Partnership’s unitholders. The Partnership Agreement also restricts the remedies available to the Partnership’s unitholders for actions taken by the General Partner that, without those limitations, might constitute breaches of its fiduciary duty.
The Partnership Agreement provides that the General Partner will not be in breach of its obligations under the Partnership Agreement or its fiduciary duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is (a) approved by the conflicts committee of the Board, although the General Partner is not obligated to seek such approval; (b) approved by the vote of a majority of our outstanding common units, excluding any common units owned by the General Partner and its affiliates; (c) on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or (d) fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.
The General Partner may, but is not required to, seek the approval of such resolution from the conflicts committee of the Board. In connection with a situation involving a conflict of interest, any determination by the General Partner must be made in good faith, provided that, if the General Partner does not seek approval from the conflicts committee and the Board determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in subclauses (c) or (d) above, then it will conclusively be deemed that, in making its decision, the Board acted in good faith. Unless the resolution of a conflict is specifically provided for in the Partnership Agreement, the General Partner or the conflicts committee may consider any factors that it determines in good faith to be appropriate when resolving a conflict. When the Partnership Agreement provides that someone act in good faith, it requires that person to reasonably believe he is acting in the best interests of the Partnership. Please read Part I, Item 1A “Risk Factors – Risks Inherent in an Investment in Us”.
Procedures for Review, Approval, and Ratification of Related Person Transactions
The Audit Committee reviews and considers related party transactions with affiliates of Energy Transfer. The Audit Committee has authorized the General Partner’s management to enter into transactions with entities affiliated with Energy Transfer on arms-length terms taking into account then-current market conditions applicable to the services to be provided, and any such transaction shall be deemed approved by the Audit Committee. If other conflicts or potential conflicts of interest 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.
Director Independence
Please see Part III, Item 10 “Directors, Executive Officers and Corporate Governance – Board of Directors” for a discussion of director independence matters.
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ITEM 14. Principal Accountant Fees and Services
The following table sets forth fees paid for professional services rendered by Grant Thornton LLP (“Grant Thornton”) during the years ended December 31, 2025 and 2024 (in millions):
Year Ended December 31,
2025 2024
Audit fees (1) $ 1.3 $ 1.2
Audit-related fees — —
Tax fees — —
All other fees — —
Total
$ 1.3 $ 1.2
________________________
(1) Expenditures classified as “Audit fees” above were billed to the Partnership and include the audits of our annual financial statements and internal control over financial reporting, reviews of our quarterly financial statements, and fees associated with comfort letters and consents related to securities offerings and registration statements.
The Audit Committee has adopted the Audit Committee Charter, which is available on our website and which requires the Audit Committee to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. The Audit Committee does not delegate its pre-approval responsibilities to management or to an individual member of the Audit Committee. The Audit Committee approved 100% of the services described above.
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a) Documents filed as a part of this report.
1. Financial Statements . See “Index to Consolidated Financial Statements” set forth on Page F - 1 .
2. Financial Statement Schedule
All other schedules have been omitted because they are not required under the relevant instructions.
3. Exhibits
The following documents are filed as exhibits to this report:
Exhibit Number Description
2.1 Contribution Agreement dated as of January 15, 2018, by and among USA Compression Partners, LP, Energy Transfer Partners, L.P., Energy Transfer Partners GP, L.P., ETC Compression, LLC and, solely for certain purposes therein, Energy Transfer Equity, L.P. (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 16, 2018)
2.2 Equity Restructuring Agreement, dated as of January 15, 2018, by and among Energy Transfer Equity, L.P., USA Compression Partners, LP and USA Compression GP, LLC (incorporated by reference to Exhibit 2.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on January 16, 2018)
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. 3 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on December 21, 2011)
3.2 Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018)
4.1 Indenture, dated as of March 18, 2024 by and among USA Compression Partners, LP, USA Compression Finance Corp., the subsidiary guarantors party thereto and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on March 21, 2024)
4.2 Form of 7.125% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on March 21, 2024)
4.3* 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
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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. and USA Compression Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018)
4.8 Registration Rights Agreement, dated as of April 2, 2018, by and between USA Compression Partners, LP and the Purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018)
4.9 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. 001-35779) filed on January 18, 2013)
10.4† First Amendment to the USA Compression Partners, LP 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018)
10.5 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. 10 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on January 7, 2013)
10.6 Amendment No. 1 to Services Agreement, dated effective November 3, 2017, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 7, 2017)
10.7 Amendment No. 2 to Services Agreement, dated effective as of October 31, 2022, by and among USA Compression Partners, LP, USA Compression GP, LLC and USA Compression Management Services, LLC (incorporated by reference to Exhibit 10.1 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 1, 2022)
10.8† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (incorporated by reference to Exhibit 10.8 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-35779) filed on March 28, 2013)
10.9† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-35779) filed on February 20, 2014)
10.10† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (in lieu of Annual Cash Retainer) (incorporated by reference to Exhibit 10.10 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-35779) filed on March 28, 2013)
10.11† USA Compression Partners, LP 2013 Long-Term Incentive Plan—Form of Director Phantom Unit Agreement (incorporated by reference to Exhibit 10.5 to the Partnership’s Quarterly Report on form 10-Q (File No. 001-35779) filed on November 6, 2018)
10.12† 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)
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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. 001-35779) filed on February 11, 2016)
10.14† USA Compression Partners, LP 2013 Long-Term Incentive Plan – Form of Employee Phantom Unit Agreement (incorporated by reference to Exhibit 10.6 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018)
10.15† USA Compression Partners, LP 2013 Long-Term Incentive Plan – Form of Retention Phantom Unit Agreement (incorporated by reference to Exhibit 10.2 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018)
10.16† 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. 001-35779) filed on November 6, 2018)
10.18† USA Compression GP, LLC Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.4 to the Partnership’s Quarterly Report on Form 10-Q (File No. 001-35779) filed on November 6, 2018)
10.19† 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
23.1* Consent of Grant Thornton LLP
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2# Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 USA Compression Partners, LP Executive Officer Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Partnership’s Annual Report on Form 10-K (File No. 001-35779) filed on February 13, 2024)
101* Interactive data files pursuant to Rule 405 of Regulation S-T: (i) our Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) our Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023; (iii) our Consolidated Statements of Changes in Partners’ Capital (Deficit) for the years ended December 31, 2025, 2024, and 2023; (iv) our Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; and (v) the notes to our Consolidated Financial Statements
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed Herewith.
# Furnished herewith; not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
† Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
USA COMPRESSION PARTNERS, LP
By: USA Compression GP, LLC,
its General Partner
Date: February 17, 2026 By: /s/ M. Clint Green
M. Clint Green
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 17, 2026.
Name Title
/s/ M. Clint Green President and Chief Executive Officer
M. Clint Green (Principal Executive Officer)
/s/ Christopher M. Paulsen Senior Vice President, Chief Financial Officer and Treasurer
Christopher M. Paulsen (Principal Financial Officer)
/s/ Julie A. McEwen Vice President and Controller
Julie A. McEwen (Principal Accounting Officer)
/s/ Dylan A. Bramhall Director
Dylan A. Bramhall
/s/ Clifford A. Harris Director
Clifford A. Harris
/s/ Glenn E. Joyce Director
Glenn E. Joyce
/s/ Thomas E. Long Director
Thomas E. Long
/s/ Thomas P. Mason Director
Thomas P. Mason
/s/ William S. Waldheim Director
William S. Waldheim
/s/ Bradford D. Whitehurst Director
Bradford D. Whitehurst
/s/ John L. Wortham Director
John L. Wortham
/s/ James M. Wright, Jr. Director
James M. Wright, Jr.
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
F - 2
Consolidated Balance Sheets as of December 31, 2025 and 2024
F - 3
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
F - 4
Consolidated Statements of Changes in Partners’ Deficit for the years ended December 31, 2025, 2024, and 2023
F - 5
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F - 6
Notes to Consolidated Financial Statements
F - 8
Note 1 – Organization and Description of Business
F - 8
Note 2 – Basis of Presentation and Accounting Policies
F - 8
Note 3 – Trade Accounts Receivable
F - 11
Note 4 – Inventories
F - 12
Note 5 – Property and Equipment, Identifiable Intangible Assets, and Other Assets
F - 12
Note 6 – Other Liabilities
F - 13
Note 7 – Lease Accounting
F - 13
Note 8 – Derivative Instrument
F - 15
Note 9 – Income Tax Expense
F - 16
Note 10 – Debt Obligations
F - 18
Note 11 – Preferred Units
F - 22
Note 12 – Partners’ Deficit
F - 23
Note 13 – Revenue Recognition
F - 25
Note 14 – Related Party Transactions
F - 27
Note 15 – Unit-Based Compensation
F - 27
Note 16 – Employee Benefit Plans
F - 29
Note 17 – Commitments and Contingencies
F - 30
Note 18 – Reportable Segments
F - 30
Note 19 – Recent Accounting Pronouncements
F - 31
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of USA Compression GP, LLC and
Unitholders of USA Compression Partners, LP
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of USA Compression Partners, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 17, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Partnership’s auditor since 2017.
Houston, Texas
February 17, 2026
F - 2
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USA COMPRESSION PARTNERS, LP
Consolidated Balance Sheets
(in thousands, except unit amounts)
December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 8,564 $ 14
Accounts receivable, net of allowances for credit losses of $ 1,475 and $ 1,474 , respectively
80,823 88,478
Related-party receivables 1,653 636
Inventories 134,488 133,901
Prepaid expenses and other assets 11,047 11,967
Total current assets 236,575 234,996
Property and equipment, net 2,162,624 2,273,376
Lease right-of-use assets 13,716 14,336
Identifiable intangible assets, net 186,893 216,273
Other assets 20,123 6,620
Total assets $ 2,619,931 $ 2,745,601
Liabilities, Preferred Units, and Partners’ Deficit
Current liabilities:
Accounts payable $ 20,122 $ 27,245
Related-party payables 7,997 105
Accrued liabilities 93,785 99,428
Deferred revenue 65,013 63,900
Total current liabilities 186,917 190,678
Long-term debt, net 2,523,970 2,502,557
Operating lease liabilities 10,704 11,678
Other liabilities 10,842 12,930
Total liabilities 2,732,433 2,717,843
Commitments and contingencies
Preferred Units — 168,809
Partners’ deficit:
Common units, 126,795,135 and 117,314,783 units issued and outstanding, respectively
( 112,502 ) ( 141,051 )
Total liabilities, Preferred Units, and partners’ deficit $ 2,619,931 $ 2,745,601
The accompanying notes are an integral part of these consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Consolidated Statements of Operations
(in thousands, except per unit amounts)
Year Ended December 31,
2025 2024 2023
Revenues:
Contract operations $ 911,955 $ 885,250 $ 802,562
Parts and service 21,136 23,897 21,890
Related party 65,008 41,302 21,726
Total revenues 998,099 950,449 846,178
Costs and expenses:
Cost of operations, exclusive of depreciation and amortization 328,804 312,726 284,708
Depreciation and amortization 284,816 264,756 246,096
Selling, general, and administrative 66,343 72,666 72,714
Loss (gain) on disposition of assets 3,820 4,939 ( 1,667 )
Impairment of assets 7,811 913 12,346
Total costs and expenses 691,594 656,000 614,197
Operating income 306,505 294,449 231,981
Other income (expense):
Interest expense, net ( 187,408 ) ( 193,471 ) ( 169,924 )
Loss on extinguishment of debt ( 3,006 ) ( 4,966 ) —
Gain on derivative instrument — 5,684 7,449
Other 97 110 127
Total other expense ( 190,317 ) ( 192,643 ) ( 162,348 )
Income before income tax expense 116,188 101,806 69,633
Income tax expense 4,869 2,231 1,365
Net income 111,319 99,575 68,268
Less: distributions on Preferred Units ( 8,288 ) ( 17,550 ) ( 47,775 )
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 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
The accompanying notes are an integral part of these consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Consolidated Statements of Changes in Partners’ Deficit
(in thousands)
Common Units Warrants Total
Partners’ capital (deficit) ending balance, December 31, 2022
$ ( 125,111 ) $ 8,812 $ ( 116,299 )
Vesting of phantom units 6,878 — 6,878
Distributions and DERs, $ 2.10 per unit
( 206,488 ) — ( 206,488 )
Issuance of common units under the DRIP 1,860 — 1,860
Unit-based compensation for equity-classified awards 271 — 271
Exercise and conversion of warrants into common units 8,812 ( 8,812 ) —
Net income attributable to common unitholders’ interests 20,493 — 20,493
Partners’ deficit ending balance, December 31, 2023
( 293,285 ) — ( 293,285 )
Vesting of phantom units 5,975 — 5,975
Distributions and DERs, $ 2.10 per unit
( 238,483 ) — ( 238,483 )
Issuance of common units under the DRIP 1,552 — 1,552
Unit-based compensation for equity-classified awards 465 — 465
Exercise and conversion of Preferred Units into common units 300,700 — 300,700
Net income attributable to common unitholders’ interests 82,025 — 82,025
Partners’ deficit ending balance, December 31, 2024
( 141,051 ) — ( 141,051 )
Vesting of phantom units 11,045 — 11,045
Distributions and DERs, $ 2.10 per unit
( 252,389 ) — ( 252,389 )
Issuance of common units under the DRIP 192 — 192
Unit-based compensation for equity-classified awards 2,248 — 2,248
Exercise and conversion of Preferred Units into common units 164,422 — 164,422
Net income attributable to common unitholders’ interests 103,031 — 103,031
Partners’ deficit ending balance, December 31, 2025
$ ( 112,502 ) $ — $ ( 112,502 )
The accompanying notes are an integral part of these consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 111,319 $ 99,575 $ 68,268
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 284,816 264,756 246,096
Provision for expected credit losses — 630 1,500
Amortization of debt issuance costs 8,554 8,748 7,279
Unit-based compensation expense 4,342 16,552 22,169
Deferred income tax expense (benefit) 466 574 ( 52 )
Loss (gain) on disposition of assets 3,820 4,939 ( 1,667 )
Loss on extinguishment of debt 3,006 4,966 —
Change in fair value of derivative instrument — 1,204 ( 1,204 )
Impairment of assets 7,811 913 12,346
Changes in assets and liabilities:
Accounts receivable and related-party receivables, net 6,638 5,677 ( 13,047 )
Inventories ( 41,094 ) ( 101,855 ) ( 76,796 )
Prepaid expenses and other current assets 920 ( 1,350 ) ( 1,833 )
Other assets ( 3,831 ) 3,876 4,197
Accounts payable ( 729 ) ( 3,891 ) 523
Accrued liabilities and deferred revenue 8,241 35,610 4,106
Other liabilities ( 17 ) 410 —
Net cash provided by operating activities 394,262 341,334 271,885
Cash flows from investing activities:
Capital expenditures, net ( 117,277 ) ( 204,852 ) ( 238,522 )
Proceeds from disposition of property and equipment 2,252 1,337 5,334
Proceeds from insurance recovery 68 1,501 535
Net cash used in investing activities ( 114,957 ) ( 202,014 ) ( 232,653 )
Cash flows from financing activities:
Proceeds from revolving credit facility 1,795,419 1,117,843 1,089,191
Proceeds from issuance of senior notes 750,000 1,000,000 —
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 ) —
Cash paid related to net settlement of unit-based awards ( 8,514 ) ( 5,354 ) ( 6,446 )
Cash distributions on common units ( 254,206 ) ( 240,855 ) ( 209,049 )
Cash distributions on Preferred Units ( 12,675 ) ( 24,375 ) ( 48,750 )
Deferred financing costs ( 17,896 ) ( 18,603 ) ( 379 )
Other ( 372 ) ( 1,645 ) ( 489 )
Net cash used in financing activities ( 270,755 ) ( 139,317 ) ( 39,256 )
Increase (decrease) in cash and cash equivalents 8,550 3 ( 24 )
Cash and cash equivalents, beginning of year 14 11 35
Cash and cash equivalents, end of year $ 8,564 $ 14 $ 11
The accompanying notes are an integral part of these consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Consolidated Statements of Cash Flows (continued)
(in thousands)
Year Ended December 31,
2025 2024 2023
Supplemental cash flow information:
Cash paid for interest, net of capitalized amounts $ 181,305 $ 154,296 $ 163,589
Cash paid for income taxes 1,700 1,461 1,146
Supplemental non-cash transactions:
Non-cash distributions to certain common unitholders (DRIP) $ 192 $ 1,552 $ 1,860
Transfers from inventories to property and equipment, net 37,335 78,524 54,570
Changes in capital expenditures included in accounts payable and accrued liabilities 787 ( 9,031 ) 3,644
Changes in financing costs included in accounts payable and accrued liabilities 61 14 125
Exercise and conversion of warrants into common units — — 8,812
Exercise and conversion of Preferred Units into common units 164,422 300,700 —
Government securities transferred in connection with the legal defeasance of the Senior Notes 2026 — 748,764 —
Legal defeasance of Senior Notes 2026 — 725,000 —
The accompanying notes are an integral part of these consolidated financial statements.
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USA COMPRESSION PARTNERS, LP
Notes to Consolidated Financial Statements
(1) Organization and Description of Business
Unless otherwise indicated, the terms “our,” “we,” “us,” “the Partnership,” and similar language refer to USA Compression Partners, LP, collectively with its consolidated subsidiaries.
We are a Delaware limited partnership. Through our operating subsidiaries, we provide natural gas compression services to customers under fixed-term contracts in the natural gas and crude oil industries, using compression packages that we design, engineer, own, operate, and maintain. We also own and operate a fleet of equipment used to provide natural gas treating services, such as carbon dioxide and hydrogen sulfide removal, cooling, and dehydration. We provide compression services in unconventional resource plays throughout the U.S., including the Utica, Marcellus, Permian, Denver-Julesburg, Eagle Ford, Mississippi Lime, Granite Wash, Woodford, Barnett, and Haynesville.
USA Compression GP, LLC, a Delaware limited liability company, serves as our general partner and is referred to herein as the “General Partner.” The General Partner is wholly owned by Energy Transfer.
The Partnership is a borrower under a revolving credit facility and its subsidiaries are guarantors of that revolving credit facility (see Note 10). The accompanying consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us.
Net income (loss) attributable to partners is allocated to our common units and participating securities using the two-class income allocation method. All intercompany balances and transactions have been eliminated in consolidation. Our common units trade on the NYSE under the ticker symbol “USAC”.
USA Compression Management Services, LLC (“USAC Management”), a wholly owned subsidiary of the General Partner, performs certain management, administrative and operating services for us, and provides us with personnel to manage and operate our business. All of our employees, including our executive officers, are employees of USAC Management. As of December 31, 2025, USAC Management had 885 full-time employees. 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
Basis of Presentation
Our accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to SEC rules and regulations.
Use of Estimates
Our consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions by management that affect the reported amounts in these consolidated financial statements and the
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accompanying results. Although these estimates were based on management’s available knowledge of current and expected future events, actual results could differ from these estimates.
Significant Accounting Policies
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances. We consider investments in highly liquid financial instruments purchased with an original maturity of 90 days or less to be cash equivalents.
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
Trade accounts receivable are recorded at their invoiced amounts.
Allowance for Credit Losses
We evaluate allowance for credit losses with reference to our trade accounts receivable balances, which are measured at amortized cost. Due to the short-term nature of our trade accounts receivable, we consider the amortized cost of trade accounts receivable to equal the receivable’s carrying amounts, excluding the allowance for credit losses.
Our determination of the allowance for credit losses requires us to make estimates and judgments regarding our customers’ ability to pay amounts due. We continuously evaluate the financial strength of our customers and the overall business climate in which our customers operate, and make adjustments to the allowance for credit losses as necessary. We evaluate the financial strength of our customers by reviewing the aging of their receivables owed to us, our collection experiences with the customer, correspondence, financial information, and third-party credit ratings. We evaluate the business climate in which our customers operate by reviewing various publicly available materials regarding our customers’ industry, including the solvency of other companies within their industry.
Inventories
Inventories consist of serialized and non-serialized parts primarily used on compression units. All inventories are stated at the lower of cost or net realizable value. Serialized parts inventories are determined using the specific-identification cost method, while non-serialized parts inventories are determined using the weighted-average cost method.
Property and Equipment
Property and equipment are carried at cost except for (i) certain acquired assets which are recorded at fair value on their respective acquisition dates and (ii) impaired assets which are recorded at fair value as of the last impairment evaluation date for which an adjustment was required. Overhauls and major improvements that increase the value or extend the life of compression equipment are capitalized and depreciated over three to five years. Ordinary maintenance and repairs are charged to cost of operations, exclusive of depreciation and amortization.
When property and equipment is retired or sold, the associated carrying value and the related accumulated depreciation are removed from our accounts and any related gains or losses are recorded within our Consolidated Statements of Operations within the period of sale or disposition.
Capitalized interest is calculated by multiplying our monthly effective interest rate on outstanding variable-rate indebtedness by the amount of qualifying costs, which include upfront payments to acquire certain compression units. Capitalized interest was $ 0.1 million, $ 0.2 million, and $ 0.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Impairment of Long-Lived Assets
The carrying value of long-lived assets that are not expected to be recovered from future cash flows are written down to estimated fair value. We test long-lived assets for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable or will no longer be utilized within the operating fleet. The most common circumstance requiring compression units to be evaluated for impairment involves idle units that do not meet the desired performance characteristics of our revenue-generating horsepower.
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The carrying value of a long-lived asset is not recoverable if the asset’s carrying value exceeds the sum of the undiscounted cash flows expected to be generated from the use and eventual disposition of the asset. If the carrying value of the long-lived asset exceeds the sum of the undiscounted cash flows associated with the asset, an impairment loss equal to the amount of the carrying value exceeding the fair value of the asset is recognized. The fair value of the asset is measured using quoted market prices or, in the absence of quoted market prices, based on an estimate of discounted cash flows, the expected net sale proceeds compared to the other similarly configured fleet units that we recently sold, or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to continue using.
Refer to Note 5 for more detailed information about impairment charges during the years ended December 31, 2025, 2024, and 2023.
Identifiable Intangible Assets
Identifiable intangible assets are recorded at cost and amortized using the straight-line method over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows. The estimated useful lives of our intangible assets range from 15 to 25 years.
We assess identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We did no t record any impairment of identifiable intangible assets for the years ended December 31, 2025, 2024, or 2023.
Revenue Recognition
Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the provision of services or the transfer of goods. Revenue is measured at the amount of consideration we expect to receive in exchange for providing services or transferring goods. Incidental items, if any, that are immaterial in the context of the contract are recognized as expenses. Refer to Note 13 for more detailed information about revenue recognition for the years ended December 31, 2025, 2024, and 2023.
Unit-Based Compensation
Our unit-based compensation awards include phantom units, restricted units, and cash restricted units. The fair values of phantom units granted to employees and cash restricted units are estimated at the end of each reporting period and are accounted for as liabilities. The fair value of phantom units granted to directors and restricted units are determined at grant date and amortized using the straight-line method over the vesting period. Refer to Note 15 for more detailed information about our unit-based compensation awards.
Income Taxes
USA Compression Partners, LP is organized as a partnership for U.S. federal and state income tax purposes. As a result, our partners are responsible for U.S. federal and state income taxes on their distributive share of our items of income, gain, loss, or deduction. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities.
Texas also imposes an entity-level income tax on partnerships that is based on Texas-sourced taxable margin (the “Texas Margin Tax”). Texas Margin Tax impacts are included within our consolidated financial statements. Our wholly owned finance subsidiary, USA Compression Finance Corp. (“Finance Corp”), is a corporation for U.S. federal and state income tax purposes and any resulting tax impacts attributable to Finance Corp are included within our consolidated financial statements. Refer to Note 9 for more detailed information about the Texas Margin Tax for the years ended December 31, 2025, 2024, and 2023.
Pass-Through Taxes
Sales taxes incurred on behalf of, and passed through to, customers are accounted for on a net basis.
Fair-Value Measurements
Accounting standards applicable to fair-value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs we use to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
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Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
As of December 31, 2025 and 2024, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities. Our revolving credit facility applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our revolving credit facility approximates its fair value.
The fair value of our Senior Notes 2027, Senior Notes 2029, and Senior Notes 2033 were estimated using quoted prices in inactive markets and are considered Level 2 measurements.
The following table summarizes the aggregate principal amount and fair value of our Senior Notes 2027, Senior Notes 2029, and Senior Notes 2033 (in thousands):
December 31,
2025 2024
Senior Notes 2027, aggregate principal — 750,000
Fair value of Senior Notes 2027 — 750,938
Senior Notes 2029, aggregate principal 1,000,000 1,000,000
Fair value of Senior Notes 2029 1,033,800 1,007,500
Senior Notes 2033, aggregate principal 750,000 —
Fair value of Senior Notes 2033 757,500 —
Operating Segment
We operate in a single business segment, the compression services business. Refer to Note 18 for more detailed information about our compression services segment.
(3) Trade Accounts Receivable
The allowance for credit losses, which was $ 1.5 million 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):
Allowance for Credit Losses
Balance as of December 31, 2023 $ 2,260
Current-period provision for expected credit losses 630
Write-offs charged against the allowance ( 1,416 )
Balance as of December 31, 2024 1,474
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.
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(4) Inventories
Components of inventories are as follows (in thousands):
December 31,
2025 2024
Serialized parts $ 63,433 $ 66,631
Non-serialized parts 71,055 67,270
Total inventories $ 134,488 $ 133,901
(5) Property and Equipment, Identifiable Intangible Assets, and Other Assets
Property and Equipment
Property and equipment consisted of the following (in thousands):
December 31,
2025 2024
Compression and treating equipment $ 4,243,709 $ 4,134,544
Automobiles and vehicles 62,461 53,301
Computer equipment 41,045 38,614
Leasehold improvements 11,004 9,807
Buildings 3,935 3,935
Furniture and fixtures 1,231 963
Land 77 77
Total property and equipment, gross 4,363,462 4,241,241
Less: accumulated depreciation and amortization ( 2,200,838 ) ( 1,967,865 )
Total property and equipment, net $ 2,162,624 $ 2,273,376
Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Compression and treating equipment, acquired new 25 years
Compression and treating equipment, acquired used 5 - 25 years
Furniture and fixtures 3 - 10 years
Vehicles and computer equipment 1 - 10 years
Buildings 5 years
Leasehold improvements 5 years
Depreciation expense on property and equipment and loss (gain) on disposition of assets were as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Depreciation expense $ 255,437 $ 235,377 $ 216,716
Loss (gain) on disposition of assets 3,820 4,939 ( 1,667 )
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 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.
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Identifiable Intangible Assets
Identifiable intangible assets, net consisted of the following (in thousands):
Customer
Relationships Trade Names Total
Gross balance as of December 31, 2024 $ 485,162 $ 65,500 $ 550,662
Accumulated amortization ( 286,628 ) ( 47,761 ) ( 334,389 )
Net balance as of December 31, 2024 $ 198,534 $ 17,739 $ 216,273
Gross balance as of December 31, 2025 $ 485,162 $ 65,500 $ 550,662
Accumulated amortization ( 312,732 ) ( 51,037 ) ( 363,769 )
Net balance as of December 31, 2025 $ 172,430 $ 14,463 $ 186,893
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 (in thousands):
Year Ending December 31,
2026 $ 29,380
2027 14,486
2028 12,135
2029 12,135
2030 10,222
Other Assets
For the year ended December 31, 2024, we recognized a $ 0.6 million impairment of assets related to capitalized software costs that are no longer expected to provide benefit.
(6) Current Liabilities
Components of current liabilities included the following (in thousands):
December 31,
2025 2024
Accrued interest expense $ 36,952 $ 39,337
Accrued unit-based compensation liability 4,094 22,766
Accrued payroll and benefits 20,832 10,656
Accrued capital expenditures 5,428 4,641
(7) Lease Accounting
We maintain both finance leases and operating leases, primarily related to office space, warehouse facilities, and certain corporate equipment. Our leases have remaining lease terms of up to seven years , some of which include options that permit renewals for additional periods.
We determine if an arrangement is a lease at inception. Operating leases are included in lease right-of-use (“ROU”) assets, accrued liabilities, and operating lease liabilities within our Consolidated Balance Sheets. Finance leases are included in property and equipment, accrued liabilities, and other liabilities within our Consolidated Balance Sheets.
ROU lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the commencement 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
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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.
For short-term leases (leases that have terms of twelve months or less upon commencement), lease payments are recognized on a straight-line basis and no ROU assets are recorded. For certain equipment leases, such as office equipment, we account for the lease and non-lease components as a single-lease component.
Supplemental balance sheet information related to leases consisted of the following (in thousands):
December 31,
2025 2024
Operating leases:
Lease right-of-use assets $ 13,716 $ 14,336
Accrued liabilities ( 4,412 ) ( 4,013 )
Operating lease liabilities ( 10,704 ) ( 11,678 )
Finance leases:
Property and equipment, gross $ 4,417 $ 4,417
Accumulated depreciation ( 3,528 ) ( 3,130 )
Property and equipment, net 889 1,287
Accrued liabilities ( 407 ) ( 374 )
Other liabilities ( 720 ) ( 1,127 )
Components of lease expense consisted of the following (in thousands):
Year Ended December 31,
Income Statement Line Item 2025 2024 2023
Operating lease costs:
Operating lease cost Cost of operations, exclusive of depreciation and amortization $ 3,837 $ 3,856 $ 3,586
Operating lease cost Selling, general, and administrative 1,516 1,442 1,490
Total operating lease costs 5,353 5,298 5,076
Finance lease costs:
Amortization of lease assets Depreciation and amortization 398 502 351
Short-term lease costs:
Short-term lease cost Cost of operations, exclusive of depreciation and amortization 60 76 135
Short-term lease cost Selling, general, and administrative 29 — 39
Total short-term lease costs 89 76 174
Variable lease costs:
Variable lease cost Cost of operations, exclusive of depreciation and amortization 424 65 10
Variable lease cost Selling, general, and administrative 893 963 803
Total variable lease costs 1,317 1,028 813
Total lease costs $ 7,157 $ 6,904 $ 6,414
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The weighted-average remaining lease terms and weighted-average discount rates were as follows:
Year Ended December 31,
2025 2024 2023
Weighted-average remaining lease term:
Operating leases 6 years 4 years 5 years
Finance leases 3 years 4 years 4 years
Weighted-average discount rate:
Operating leases 6.5 % 5.4 % 5.1 %
Finance leases 7.1 % 7.2 % 6.3 %
Supplemental cash flow information related to leases consisted of the following (in thousands):
Year Ended December 31,
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ ( 5,536 ) $ ( 5,439 ) $ ( 5,034 )
Operating cash flows from finance leases ( 136 ) ( 157 ) ( 174 )
Financing cash flows from finance leases ( 374 ) ( 436 ) ( 489 )
ROU assets obtained in exchange for lease obligations:
Operating leases $ 4,116 $ 1,432 $ 3,105
Finance leases — 756 —
Maturities of lease liabilities as of December 31, 2025, consisted of the following (in thousands):
Operating Leases Finance Leases Total
2026 $ 5,135 $ 481 $ 5,616
2027 3,866 484 4,350
2028 3,566 154 3,720
2029 2,844 54 2,898
2030 511 54 565
Thereafter 1,194 45 1,239
Total lease payments 17,116 1,272 18,388
Less: present-value discount ( 2,000 ) ( 145 ) ( 2,145 )
Present value of lease liabilities $ 15,116 $ 1,127 $ 16,243
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’s notional principal amount was $ 700 million and had a termination date of December 31, 2025. Under the interest-rate swap, we paid a fixed interest rate of 3.9725 % and received floating interest-rate payments that were indexed to the one-month SOFR.
We did not apply hedge accounting to our previously outstanding derivative. Our derivative was carried on the Consolidated Balance Sheets at fair value and was classified as current or long-term depending on the expected timing of settlement, and gains and losses associated with the derivative instrument were recognized currently in gain on derivative instrument within the Consolidated Statements of Operations. Cash flows related to cash settlements for the periods presented were classified as operating activities within the Consolidated Statements of Cash Flows.
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The following table summarizes the location and amounts recognized related to our derivative instrument within our Consolidated Statements of Operations (in thousands):
Year Ended December 31,
2025 2024 2023
Gain on derivative instrument $ — $ 5,684 $ 7,449
(9) Income Tax Expense
We are subject to the Texas Margin Tax, which applies a tax to our gross margin. We do not conduct business in any other state where a similar tax is applied. The Texas Margin Tax requires certain forms of legal entities, including limited partnerships, to pay a tax of 0.75 % on its “margin,” as defined in the law, based on annual results. The tax base to which the tax is applied is the least of (i) 70 % of total revenues for federal income tax purposes, (ii) total revenue less cost of goods sold, (iii) total revenue less compensation for federal income tax purposes, or (iv) total revenue less $1 million.
Components of our income tax expense are as follows (in thousands):
Year Ended December 31,
2025 2024 2023
Current tax expense:
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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The tax effects of temporary differences related to property and equipment, identifiable intangible assets, and goodwill that gives rise to deferred tax assets (liabilities), included net within other liabilities, are as follows (in thousands):
December 31,
2025 2024
Deferred tax assets:
Goodwill $ 10 $ 11
Deferred tax liabilities:
Property and equipment ( 5,230 ) ( 4,763 )
Identifiable intangible assets ( 21 ) ( 23 )
Total deferred tax liabilities ( 5,251 ) ( 4,786 )
Deferred tax liabilities, net $ ( 5,241 ) $ ( 4,775 )
Accounting Standard Codification (“ASC”) Topic 740 Income Taxes (“Topic 740”) provides guidance on measurement and recognition in accounting for income tax uncertainties and provides related guidance on derecognition, classification, disclosure, interest, and penalties. As of December 31, 2025, we had no material unrecognized tax benefits (as defined in Topic 740). We do not expect to incur interest charges or penalties related to our tax positions, but if such charges or penalties are incurred, our policy is to account for interest charges and penalties as income tax expense within the Consolidated Statements of Operations. Our U.S. Federal income tax returns for years 2019 and 2020 currently are under examination by the Internal Revenue Service (“IRS”). Refer to Note 17 for more detailed information about our IRS examinations. Examinations of our Texas Margin Tax returns for report years 2018 through 2021 were completed in 2023 by the Texas Comptroller of Public Accounts with no material adjustments. In general, USA Compression and its subsidiaries are no longer subject to examination by the IRS, and most state jurisdictions, for the 2018 and prior years.
The Bipartisan Budget Act of 2015 provides that any tax adjustments (including any applicable penalties and interest) resulting from partnership audits generally will be determined at the partnership level for tax years beginning after December 31, 2017. To the extent possible under these rules, our General Partner may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if eligible, issue a revised information statement to each unitholder, and former unitholder, with respect to an audited and adjusted return. The Bipartisan Budget Act of 2015 allows a partnership to elect to apply these provisions to any return of the partnership filed for partnership taxable years beginning after the date of the enactment, November 2, 2015. We do not intend to elect to apply these provisions for any tax return filed for partnership taxable years beginning before January 1, 2018.
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:
State:
Texas $ 1,700 $ 1,461 $ 1,146
Total $ 1,700 $ 1,461 $ 1,146
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(10) Debt Obligations
Our debt obligations, of which there is no current portion, consisted of the following (in thousands):
December 31,
2025 2024
Senior Notes 2027, aggregate principal $ — $ 750,000
Senior Notes 2029, aggregate principal 1,000,000 1,000,000
Senior Notes 2033, aggregate principal 750,000 —
Less: deferred financing costs, net of amortization ( 21,030 ) ( 19,535 )
Total senior notes, net 1,728,970 1,730,465
Revolving credit facility 795,000 772,092
Total long-term debt, net $ 2,523,970 $ 2,502,557
Revolving Credit Facility
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: (i) substantially all of the Partnership’s assets and substantially all of the assets of the guarantors party to the Credit Agreement, excluding real property and other customary exclusions; and (ii) all of the equity interests of the Partnership’s U.S. restricted subsidiaries (subject to customary exceptions).
Borrowings under the Credit Agreement bear interest at a per-annum interest rate equal to, at the Partnership’s option, either the Alternate Base Rate, 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 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. In addition, the Credit Agreement contains various covenants that may limit, among other things, our ability to (subject to exceptions):
• grant liens;
• make certain loans or investments;
• incur additional indebtedness or guarantee other indebtedness;
• enter into transactions with affiliates;
• merge or consolidate;
• sell our assets; and
• make certain acquisitions.
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The Credit Agreement also contains various financial covenants, including covenants requiring us to maintain:
• a minimum EBITDA to interest coverage ratio of 2.50 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA and interest expense annualized for the most-recent fiscal quarter;
• a ratio of total secured indebtedness to EBITDA not greater than 3.00 to 1.00 or less than 0.00 to 1.00, determined as of the last day of each fiscal quarter, with EBITDA annualized for the most-recent fiscal quarter; and
• a 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.
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. The largest component, representing 94 % of the borrowing base as of December 31, 2025, was eligible compression units. Eligible compression units consist of compressor packages that are under service contracts, leased or rented, and carried in the financial statements as fixed assets.
Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the year ended December 31, 2025, was 6.77 %, and our weighted-average interest rate under the Credit Agreement as of December 31, 2025, was 5.74 %.
Issuance of Senior Notes 2033
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.
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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
2028 103.125 %
2029 101.563 %
2030 and thereafter 100.000 %
If we experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless we have previously exercised, or concurrently exercise, our right to redeem the Senior Notes 2033 (as described above), we may be required to offer to repurchase the Senior Notes 2033 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 2033, we incurred certain issuance costs in the amount of $ 9.7 million, which are amortized over the expected term of the Senior Notes 2033.
The indenture governing the Senior Notes 2033 (the “2033 Indenture”) contains certain financial covenants that we must comply with in order to make certain restricted payments as described in the 2033 Indenture. As of December 31, 2025, we were in compliance with such financial covenants under the 2033 Indenture.
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.
Senior Notes 2029
On March 18, 2024, the Partnership and Finance Corp co-issued the Senior Notes 2029, a $ 1.0 billion aggregate principal amount of senior notes that will mature on March 15, 2029. The Senior Notes 2029 accrue interest from March 18, 2024 at the rate of 7.125 % per year. Interest on the Senior Notes 2029 is payable semi-annually in arrears on each of March 15 and September 15, which commenced on September 15, 2024.
At any time prior to March 15, 2026, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes 2029 at a redemption price equal to 107.125 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60 % of the aggregate principal amount of the Senior Notes 2029 remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2029 held by us and our subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering.
Prior to March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date.
On or after March 15, 2026, we may redeem all or a part of the Senior Notes 2029 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:
Year Percentages
2026 103.563 %
2027 101.781 %
2028 and thereafter 100.000 %
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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 2029 are fully and unconditionally guaranteed (the “2029 Guarantees”), jointly and severally, on a senior unsecured basis by all of our existing subsidiaries (other than Finance Corp), and will be fully and unconditionally guaranteed, jointly and severally, by each of our future restricted subsidiaries that either borrows under, or guarantees, the Credit Agreement or guarantees certain of our other indebtedness (collectively, the “Guarantors”). The Senior Notes 2029 and the 2029 Guarantees are general unsecured obligations and rank equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any. The Senior Notes 2029 and the 2029 Guarantees effectively are subordinated in right of payment to all of the Guarantors’, Finance Corp’s, and our existing and future secured debt, including debt under the Credit Agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinate to all indebtedness of any of our subsidiaries that do not guarantee the Senior Notes 2029.
Redemption of Senior Notes 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. Each of the Guarantors is 100% owned by us. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act of 1933, as amended.
Subsidiary Guarantors
The Partnership may from time to time file a Registration Statement on Form S-3 with the SEC to register the issuance and sale of, among other securities, debt securities, which may be co-issued by Finance Corp (together with the Partnership, the “Issuers”) and fully and unconditionally guaranteed on a joint and several basis by the Partnership’s operating subsidiaries for the benefit of each holder and the trustee. Such guarantees are expected to be subject to release, subject to certain limitations, as follows (i) upon the sale, exchange or transfer, by way of a merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interest in such subsidiary guarantor; or (ii) upon delivery by an Issuer of a written notice to the trustee of the release or discharge of all guarantees by such subsidiary guarantor of any debt of the Issuers other than obligations arising under the indenture governing such debt and any debt securities issued under such indenture, except a discharge or release by or as a result of payment under such guarantees.
Maturities of long-term debt for each of the five succeeding years are as follows (in thousands):
Year Ending December 31,
2026 $ —
2027 —
2028 —
2029 1,000,000
2030 795,000
Thereafter 750,000
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(11) Preferred Units
Preferred Unit and Warrant Private Placement
On April 2, 2018, we completed a private placement of $ 500 million in the aggregate of (i) newly authorized and established Preferred Units and (ii) two tranches of warrants to purchase common units with certain investment funds managed, or advised, by EIG Global Energy Partners. We issued the holders of the Preferred Units an aggregate of 500,000 Preferred Units with a face value of $ 1,000 per Preferred Unit, a tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit, and a tranche of warrants with the right to purchase 5,000,000 common units with a strike price of $ 17.03 per common unit. Refer to Note 12 for further information on these warrants.
On November 13, 2018, the Partnership filed a Registration Statement on Form S-3 to register 41,202,553 common units that are potentially issuable upon conversion of the Preferred Units and exercise of the warrants described above.
The Preferred Units 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:
Preferred Units Outstanding
Number of Preferred Units outstanding, December 31, 2024 180,000
Exercise and conversion of Preferred Units into common units ( 180,000 )
Number of Preferred Units outstanding, December 31, 2025 —
We have declared and paid per-unit quarterly cash distributions to the holders of the Preferred Units of record as follows:
Payment date Distribution per Preferred Unit
February 3, 2023 $ 24.375
May 5, 2023 24.375
August 4, 2023 24.375
November 3, 2023 24.375
Total 2023 distributions
$ 97.50
February 2, 2024 $ 24.375
May 3, 2024 24.375
August 2, 2024 24.375
November 1, 2024 24.375
Total 2024 distributions
$ 97.50
February 7, 2025 $ 24.375
May 9, 2025 24.375
August 8, 2025 24.375
November 7, 2025 24.375
Total 2025 distributions
$ 97.50
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.
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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.
Changes in the Preferred Units’ balance are as follows (in thousands):
Preferred Units
Balance as of December 31, 2022 $ 477,309
Net income allocated to Preferred Units 47,775
Cash distributions on Preferred Units ( 48,750 )
Balance as of December 31, 2023 476,334
Net income allocated to Preferred Units 17,550
Cash distributions on Preferred Units ( 24,375 )
Exercise and conversion of Preferred Units into common units ( 300,700 )
Balance as of December 31, 2024 168,809
Net income allocated to Preferred Units 8,288
Cash distributions on Preferred Units ( 12,675 )
Exercise and conversion of Preferred Units into common units ( 164,422 )
Balance as of December 31, 2025 $ —
(12) Partners’ Deficit
Common Units
The change in common units outstanding were as follows:
Common Units Outstanding
Number of common units outstanding, December 31, 2022 98,227,656
Vesting of phantom units 310,059
Issuance of common units under the DRIP 87,808
Exercise and conversion of warrants into common units 2,360,488
Number of common units outstanding, December 31, 2023 100,986,011
Vesting of phantom units 272,616
Issuance of common units under the DRIP 65,352
Exercise and conversion of Preferred units into common units 15,990,804
Number of common units outstanding, December 31, 2024 117,314,783
Vesting of phantom units 477,694
Issuance of common units under the DRIP 7,832
Exercise and conversion of Preferred Units into common units 8,994,826
Number of common units outstanding, December 31, 2025 126,795,135
As of December 31, 2025, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer.
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The limited partners holding our common units have the following rights, among others:
• right to receive distributions of our available cash within 45 days after the end of each quarter, so long as we have paid the required distributions on the Preferred Units for such quarter;
• right to transfer limited partner unit ownership to substitute limited partners;
• right to approve certain amendments of the Partnership Agreement;
• right to electronic access of an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants, within 90 days after the close of the fiscal year end; and
• right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year.
Cash Distributions
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
Limited Partner
Unit Amount Paid to
Common
Unitholders Amount Paid to
Phantom and Restricted
Unitholders Total
Distribution
February 3, 2023 $ 0.525 $ 51.6 $ 1.1 $ 52.7
May 5, 2023 0.525 51.6 1.1 52.7
August 4, 2023 0.525 51.6 1.2 52.8
November 3, 2023 0.525 51.6 1.1 52.7
Total 2023 distributions $ 2.10 $ 206.4 $ 4.5 $ 210.9
February 2, 2024 $ 0.525 $ 54.1 $ 1.0 $ 55.1
May 3, 2024 0.525 61.4 1.0 62.4
August 2, 2024 0.525 61.4 1.0 62.4
November 1, 2024 0.525 61.5 1.0 62.5
Total 2024 distributions $ 2.10 $ 238.4 $ 4.0 $ 242.4
February 7, 2025 $ 0.525 $ 61.7 $ 0.7 $ 62.4
May 9, 2025 0.525 61.7 0.6 62.3
August 8, 2025 0.525 64.4 0.4 64.8
November 7, 2025 0.525 64.4 0.4 64.8
Total 2025 distributions $ 2.10 $ 252.2 $ 2.1 $ 254.3
Announced Quarterly Distribution
On January 15, 2026, we announced a cash distribution of $ 0.525 per unit on our common units. The distribution was paid on February 6, 2026, to common unitholders of record as of the close of business on January 26, 2026.
DRIP
During the years ended December 31, 2025, 2024, and 2023, distributions of $ 0.2 million, $ 1.6 million, and $ 1.9 million, respectively, were reinvested under the DRIP resulting in the issuance of 7,832 , 65,352 , and 87,808 common units, respectively.
On August 5, 2020, we filed a registration statement on Form S-3 for the issuance of up to 5,000,000 units under the DRIP.
Warrants
On October 27, 2023, the tranche of warrants with the right to purchase 10,000,000 common units with a strike price of $ 19.59 per common unit was exercised in full by the holders. The exercise of the warrants was net settled by the Partnership for 2,360,488 common units. No warrants remained outstanding subsequent to the exercise on October 27, 2023.
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Income (Loss) Per Unit
The computation of income (loss) per unit is based on the weighted average number of participating securities, which includes our common units and certain equity-based awards outstanding during the applicable period. Basic income (loss) per unit is determined by dividing net income (loss) allocated to participating securities after deducting the amount distributed on Preferred Units, by the weighted-average number of participating securities outstanding during the period. Income (loss) attributable to unitholders is allocated to participating securities based on their respective shares of the distributed and undistributed earnings for the period. To the extent cash distributions exceed net income (loss) attributable to unitholders for the period, the excess distributions are allocated to all participating securities outstanding based on their respective ownership percentages.
Diluted income (loss) per unit is computed using the treasury stock method, which considers the potential issuance of limited partner units associated with our long-term incentive plan and warrants. Unvested phantom and restricted units, and unexercised warrants are not included in basic income (loss) per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income (loss) per unit to the extent they are dilutive, and in the case of warrants to the extent they are considered “in the money.”
For the year ended December 31, 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 .
(13) Revenue Recognition
Disaggregation of Revenue
The following table disaggregates our revenue by type of service (in thousands):
Year Ended December 31,
2025 2024 2023
Contract operations revenue
$ 971,636 $ 925,243 $ 823,661
Retail parts and services revenue
26,463 25,206 22,517
Total revenues
$ 998,099 $ 950,449 $ 846,178
The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):
Year Ended December 31,
2025 2024 2023
Services provided over time:
Primary term $ 790,233 $ 799,161 $ 643,284
Month-to-month 181,403 126,082 180,377
Total services provided over time 971,636 925,243 823,661
Services provided or goods transferred at a point in time 26,463 25,206 22,517
Total revenues $ 998,099 $ 950,449 $ 846,178
Contract operations revenue
Revenue from contracted compression, natural gas treating, and maintenance services is recognized ratably as services are provided to our customers under our fixed-fee contracts over the term of the contract. Initial contract terms typically range from six months to five years . However, we usually continue to provide compression services at a specific location beyond the initial contract term, either through contract renewal or on a month-to-month or longer basis. We primarily enter into fixed-fee contracts whereby our customers are required to pay our monthly fee even during periods of limited or disrupted throughput. Services generally are billed monthly, one month in advance of the commencement of the service month, except for certain customers who are billed at the beginning of the service month, and payment generally is due 30 days after receipt of our
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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.
Variable consideration exists in select contracts when billing rates vary based on actual equipment availability or volume of total installed horsepower.
Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone service fee. We generally determine standalone service fees based on the service fees charged to customers or use expected cost plus margin.
The majority of our service performance obligations are satisfied over time as services are rendered at selected customer locations on a monthly basis and based on specific performance criteria identified in the applicable contract. The monthly service for each location is substantially the same service month-to-month and is promised consecutively over the service contract term. We measure progress and performance of the service consistently using a straight-line, time-based method as each month passes, because our performance obligations are satisfied evenly over the contract term as the customer simultaneously receives and consumes the benefits provided by our service. If variable consideration exists, it is allocated to the distinct monthly service within the series to which such variable consideration relates. We have elected to apply the invoicing practical expedient to recognize revenue for such variable consideration, as the invoice corresponds directly to the value transferred to the customer based on our performance completed to date.
There are typically no material obligations for returns or refunds. Our standard contracts do not usually include material non-cash consideration.
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 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):
December 31,
Balance sheet location 2025 2024
Current (1)
Deferred revenue $ 65,013 $ 63,900
Noncurrent
Other liabilities 4,486 6,616
Total
$ 69,499 $ 70,516
________________________
(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.
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Performance Obligations
As of December 31, 2025, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 1.2 billion. We expect to recognize these remaining performance obligations as follows (in thousands):
2026 2027 2028 2029 Thereafter Total
Remaining performance obligations $ 636,057 $ 353,559 $ 155,320 $ 38,456 $ 17,420 $ 1,200,812
(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.
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):
Year Ended December 31,
2025 2024 2023
Related-party revenues $ 65,008 $ 41,302 $ 21,726
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):
December 31,
2025 2024
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
Long-Term Incentive Plan
In January 2013, the Board adopted the USA Compression Partners, LP 2013 Long-Term Incentive Plan (as amended, the “LTIP”), which is available for certain employees, consultants, and directors of the General Partner and any of its affiliates who perform services for us. The LTIP provides for awards of unit options, unit appreciation rights, restricted units, phantom units, DERs, unit awards, profits interest units, and other unit-based awards. Under the LTIP, the maximum number of common units available for issuance is 10,000,000 and the term of the LTIP is until November 1, 2028. Awards that are forfeited, canceled, paid, or otherwise terminate or expire without the actual delivery of common units will be available for delivery pursuant to other awards. The LTIP is administered by the Board or a committee thereof.
(a) Phantom Units
Prior to December 2024, the General Partner’s executive officers, certain of its employees, and certain of its outside directors were granted phantom units to incentivize them to help drive our future success and to share in the economic benefits of that success. Our Compensation Committee has the ability to allow, and has historically granted, employees with phantom
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units the option to have a portion of their phantom unit settled in cash, above the statutory tax rate, with the remainder settled in common units upon vesting. ASC Topic 718 Compensation – Stock Compensation requires the entire amount of an award with such features to be accounted for as a liability. Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the phantom unit award at each financial statement date until the award vests or is forfeited. The fair value is measured using the market price of the Partnership’s common units. During the requisite service period (the vesting period of the phantom unit awards), compensation cost is recognized using the proportionate amount of the award’s fair value that has been earned through service to date. Phantom unit awards granted to outside directors do not have a cash settlement option and as such, we account for these phantom unit awards as equity. Each phantom unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (i) the number of the recipient’s outstanding, unvested phantom units on the record date for such quarter and (ii) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units.
During the years ended December 31, 2024, and 2023, an aggregate of 17,384 , and 476,959 , respectively, phantom units (including the corresponding DERs) were granted under the LTIP to the General Partner’s executive officers, certain of its employees, and outside directors. The phantom units (including the corresponding DERs) awarded are subject to restrictions on transferability, customary forfeiture provisions, and time vesting provisions. These phantom unit awards vest incrementally, with 60 % of the phantom units vesting on December 5 of the third year following the grant and the remaining 40 % vesting on December 5 of the fifth year following the grant.
Phantom units vest in full upon a change in control. Phantom unit recipients do not have all the rights of a unitholder in the Partnership with respect to the phantom units until the units have vested.
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. During the years ended December 31, 2025, 2024, and 2023, we recognized $ 2.3 million, $ 16.4 million, and $ 22.2 million of compensation expense associated with these phantom unit awards, respectively, recorded in selling, general, and administrative expense. During the years ended December 31, 2025, 2024, and 2023, amounts paid related to the cash settlement of vested phantom units under the LTIP were $ 7.7 million, $ 5.4 million, and $ 6.4 million, respectively.
The total fair value and intrinsic value of the phantom units vested under the LTIP was $ 11.4 million, $ 6.3 million, and $ 7.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The following table summarizes information regarding phantom unit awards for the periods presented:
Number of Units Weighted-Average
Grant Date Fair
Value per Unit
Phantom units outstanding at December 31, 2022 2,154,015 $ 14.21
Granted 476,959 23.13
Vested ( 585,055 ) 13.29
Forfeited ( 122,887 ) 17.50
Phantom units outstanding at December 31, 2023 1,923,032 $ 17.08
Granted
17,384 24.70
Vested
( 506,516 ) 15.40
Forfeited
( 113,584 ) 18.09
Phantom units outstanding at December 31, 2024 1,320,316 $ 18.59
Vested
( 797,412 ) 17.03
Forfeited
( 220,570 ) 18.82
Phantom units outstanding at December 31, 2025 302,334 $ 20.16
The unrecognized compensation cost associated with phantom unit awards was an aggregate $ 2.5 million as of December 31, 2025. We expect to recognize the unrecognized compensation cost for these phantom unit awards on a weighted-average basis over a period of approximately 1.3 years.
(b) Restricted Units
Beginning December 2024, the General Partner’s executive officers, certain of its employees, and its outside directors were granted restricted units to incentivize them to help drive our future success and to share in the economic benefits of that success.
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Each restricted unit is granted in tandem with a corresponding DER, which entitles the recipient to receive an amount in cash on a quarterly basis equal to the product of (i) the number of the recipient’s outstanding, unvested restricted units on the record date for such quarter and (ii) the quarterly distribution declared by the Board for such quarter with respect to the Partnership’s common units.
These restricted units vest incrementally, with 60 % of the restricted units vesting on December 5 of the third year following the grant and the remaining 40 % vesting on December 5 of the fifth year following the grant. Upon vesting, one Partnership common unit is issued for each restricted unit.
Restricted units vest in full upon a change in control. Restricted unit recipients do not have all the rights of a unitholder in the Partnership with respect to the restricted units until the units have vested.
During the 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:
Number of Units Weighted-Average
Grant Date Fair
Value per Unit
Restricted units outstanding at December 31, 2023 — $ —
Granted
323,390 22.25
Restricted units outstanding at December 31, 2024 323,390 22.25
Granted
392,422 24.26
Forfeited
( 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. We expect to recognize the unrecognized compensation cost for these restricted units on a weighted-average basis over a period of approximately 3.4 years.
Long-Term Cash Restricted Unit Plan
In December 2024, the Compensation Committee adopted the USA Compression Partners, LP Long-Term Cash Restricted Unit Plan (the “CRU Plan”) which is available for certain employees and directors of the General Partner and any of its affiliates who perform services for us. The CRU Plan provides for awards of cash restricted units which vest one-third on December 5, each of the first, second, and third anniversaries following the grant. A cash restricted unit entitles the award recipient to receive cash equal to the market value of one Partnership common unit upon vesting. ASC Topic 718 Compensation – Stock Compensation requires the entire amount of an award with such features to be accounted for as a liability. Under the liability method of accounting for unit-based compensation, we re-measure the fair value of the cash restricted unit at each financial statement date until the cash restricted unit vests or is forfeited. The fair value is measured using the market price of the Partnership’s common units. During the requisite service period (the vesting period of the cash restricted units), compensation cost is recognized using the proportionate amount of the cash restricted unit’s fair value that has been earned through service to date. Cash restricted units vest in full upon a change in control.
For the 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
A 401(k) plan is available to all of our employees. In 2025, the plan permitted employees to contribute up to 20 % of their salary, up to the statutory limits, which was $ 23,500 for 2025. The plan provides for discretionary matching contributions by us on an annual basis. Aggregate matching contributions made to employees’ 401(k) plans were $ 6.0 million, $ 4.4 million, and $ 3.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
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(17) Commitments and Contingencies
(a) Major Customers and Concentration of Credit Risk
One customer accounted for approximately 11 % and 12 % of total revenue for the years ended December 31, 2025 and 2024, respectively. No customer accounted for 10% or more of total revenues for the year ended December 31, 2023.
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. Our cash and cash equivalents have a zero-loss expectation because we maintain minimal balances in our cash and cash equivalents’ accounts and have no history of loss. Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S.; therefore, our customers may be similarly affected by changes in economic and other conditions within the industry. We perform periodic evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness to manage this risk. We generally do not obtain collateral for trade receivables, but we may require payment in advance. Payment terms are on a short-term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of the products and services we provide, and the terms of our customer agreements.
(b) Litigation
From time to time, we and our subsidiaries may be involved in various claims and litigation arising in the ordinary course of business. In management’s opinion, the resolution of such matters is not expected to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
(c) Tax Contingencies
Our compliance with federal, state, and local tax regulations is subject to audit by various taxing authorities. Certain taxing authorities have either claimed or issued an assessment that specific operational processes, which we and others in our industry regularly conduct, result in transactions that are subject to taxes. We and others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities.
Our U.S. federal income tax returns for the years 2019 and 2020 currently are under examination by the IRS. The IRS has issued preliminary partnership examination changes, 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
Our operations are subject to federal, state, and local laws, rules, and regulations regarding water quality, hazardous and solid waste management, air quality control, and other environmental matters. These laws, rules, and regulations require that we conduct our operations in a specified manner and to obtain and comply with a wide variety of environmental registrations, licenses, permits, inspections, and other approvals. Failure to comply with applicable environmental laws, rules, and regulations may expose us to significant fines, penalties, and/or interruptions in operations. Our environmental policies and procedures are designed to achieve compliance with such applicable laws, rules, and regulations. These evolving laws, rules, and regulations, and claims for damages to property, employees, other persons, and the environment resulting from current or past operations may result in significant expenditures and liabilities in the future.
(18) Reportable Segments
We manage our business through one operating and reportable segment: compression services. The compression services segment provides natural gas compression and treating services to customers, using a fleet of equipment that we design, engineer, own, operate, and maintain. Our services are primarily provided under fixed-fee contracts, and all revenue is derived from within the U.S.
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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.
Our chief operating decision maker (“CODM”) is the Chief Executive Officer.
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. The CODM uses consolidated net income to assess operating performance as compared to historical results, budget and forecast amounts, expected return on capital investment, and our competitors. The CODM uses this information to allocate future operating and capital expenditures. The measure of segment assets is reported on the balance sheets as total consolidated assets.
(19) Recent Accounting Pronouncements
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 of ASU 2024-03 on our consolidated financial statements and related disclosures.
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