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Item 1. Financial Statements

2026-05-07 compared with 2025-11-05 · 178 added, 221 removed, 406 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except unit amounts)

September 30,

2025 December 31,

Current assets:

3 unchanged sentences

Related-party receivables

Inventories 137,416 133,901

154,365 134,488

Prepaid expenses and other assets

15,080 11,047

Total current assets

346,842 236,575

Property and equipment, net

3,048,371 2,162,624

Lease right-of-use assets 17,246 13,716

1 unchanged sentence

Other assets 19,991 20,123

Goodwill 117,446 —

Total assets $ 3,734,442 $ 2,619,931

Liabilities, Preferred Units, and Partners’ Deficit

Liabilities and Partners’ Capital (Deficit)

Current liabilities:

6 unchanged sentences

Operating lease liabilities 13,697 10,704

Deferred income taxes 194,548 5,242

Other liabilities 4,966 5,600

1 unchanged sentence

Commitments and contingencies

Preferred Units 73,402 168,809

Partners’ deficit:

Partners’ capital (deficit):

Common units, 144,972,358 and 126,795,135 units issued and outstanding, respectively

316,666 ( 112,502 )

Total liabilities, Preferred Units, and partners’ deficit $ 2,659,214 $ 2,745,601

Total liabilities and partners’ capital (deficit) $ 3,734,442 $ 2,619,931

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands, except per unit amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Contract operations $ 293,509 $ 224,975

6 unchanged sentences

Selling, general, and administrative 35,357 18,862

Loss (gain) on disposition of assets 830 ( 123 ) 2,194 1,113

(Gain) loss on disposition of assets ( 545 ) 1,325

Impairment of assets 4 3,645

4 unchanged sentences

Loss on extinguishment of debt ( 1 ) —

Gain (loss) on derivative instrument — ( 6,218 ) — 5,684

Other 24 23 65 83

Total other expense ( 48,947 ) ( 47,344 )

6 unchanged sentences

Weighted average common units outstanding – diluted 143,131 118,254

Basic net income per common unit $ 0.27 $ 0.13 $ 0.63 $ 0.54

Diluted net income per common unit $ 0.26 $ 0.13 $ 0.63 $ 0.54

Basic and diluted net income per common unit $ 0.27 $ 0.14

Distributions declared per common unit for respective periods $ 0.525 $ 0.525

1 unchanged sentence

USA COMPRESSION PARTNERS, LP

Unaudited Condensed Consolidated Statements of Changes in Partners’ Deficit

Unaudited Condensed Consolidated Statements of Changes in Partners’ Capital (Deficit)

(in thousands, except per unit amounts)

1 unchanged sentence

$ ( 112,502 )

Vesting of phantom units 5,251

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 62

Unit-based compensation for equity-classified awards 1,148

Net income attributable to common unitholders’ interests 16,124

Partners’ deficit ending balance, March 31, 2025 ( 180,711 )

Vesting of phantom units 986

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 48

Unit-based compensation for equity-classified awards 437

Exercise and conversion of Preferred Units into common units 92,971

Net income attributable to common unitholders’ interests 26,609

Partners’ deficit ending balance, June 30, 2025 ( 121,415 )

Vesting of phantom units 2,529

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 36

Unit-based compensation for equity classified awards 541

Common units issued for J-W Power Acquisition 456,564

Net income attributable to common unitholders’ interests 38,342

Partners’ deficit ending balance, September 30, 2025

Partners’ capital ending balance, March 31, 2026

Partners’ deficit ending balance, December 31, 2024

$ ( 141,051 )

Vesting of phantom units 5,251

Distributions and DERs, $ 0.525 per unit

1 unchanged sentence

Unit-based compensation for equity-classified awards

Exercise and conversion of Preferred Units into common units 38,108

Net income attributable to common unitholders’ interests

Partners’ deficit ending balance, March 31, 2025

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP

Unit-based compensation for equity-classified awards

Exercise and conversion of Preferred Units into common units 262,592

Net income attributable to common unitholders’ interests

Partners’ deficit ending balance, June 30, 2024

Distributions and DERs, $ 0.525 per unit

Issuance of common units under the DRIP 354

Unit-based compensation for equity classified awards 83

Net income attributable to common unitholders’ interests 14,939

Partners’ deficit ending balance, September 30, 2024

$ ( 180,711 )

3 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 87,146 70,393

Provision for expected credit losses 398 —

Amortization of debt issuance costs 1,829 2,241

Amortization of capitalized implementation costs 284 —

Unit-based compensation expense 2,405 3,384

Deferred income tax expense 2,711 85

Loss on disposition of assets 2,194 1,113

(Gain) loss on disposition of assets ( 545 ) 1,325

Loss on extinguishment of debt 1 —

Change in fair value of derivative instrument — 1,204

Impairment of assets 4 3,645

Changes in assets and liabilities:

Changes in assets and liabilities, net of effect of acquisition:

Accounts receivable and related-party receivables, net ( 38,174 ) ( 8,253 )

7 unchanged sentences

Cash flows from investing activities:

Cash paid for the J-W Power Acquisition, net of cash acquired ( 444,384 ) —

Capital expenditures, net ( 24,238 ) ( 18,368 )

3 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of senior notes 750,000 1,000,000

Proceeds from revolving credit facility 599,198 274,476

Repayments of revolving credit facility ( 144,037 ) ( 242,002 )

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 — ( 2,227 )

3 unchanged sentences

Other ( 296 ) ( 90 )

Net cash used in financing activities ( 191,012 ) ( 35,977 )

Net cash provided by (used in) financing activities 387,747 ( 36,622 )

Increase (decrease) in cash and cash equivalents 5,958 ( 12 )

5 unchanged sentences

(in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental cash flow information:

4 unchanged sentences

Transfers from inventories to property and equipment, net 12,344 11,214

Reclassification of serialized inventory to fixed assets 62,722 —

Changes in capital expenditures included in accounts payable and accrued liabilities ( 1,346 ) 2,724

Lease assets obtained in exchange for lease obligations 3,730 1,394

Changes in financing costs included in accounts payable and accrued liabilities ( 221 ) 271

Exercise and conversion of Preferred Units into common units 92,971 300,700

Government securities transferred in connection with the legal defeasance of the Senior Notes 2026 — 748,764

Legal defeasance of Senior Notes 2026 — 725,000

Common units issued in connection to the J-W Power Acquisition 456,564 —

See accompanying notes to unaudited condensed consolidated financial statements.

5 unchanged sentences

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.

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, as well as specialized manufacturing facilities for compression units.

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 accompanying unaudited condensed consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned by us.

Acquisition of J-W Power Company

On January 12, 2026 (the “J-W Acquisition Date”), 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 its subsidiary, 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.

(the “J-W Power Acquisition”).

The J-W Power Acquisition had an initial purchase price of $ 860.0 million, which after accounting for our common unit price and certain purchase price adjustments, resulted in an aggregate payment of approximately $ 911.6 million, consisting of (i) approximately $ 455.0 million in cash and (ii) 18,175,323 common units of the Partnership, which had a fair value on the J-W Acquisition Date of approximately $ 456.6 million, subject to customary post-closing price adjustments.

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

The J-W Power Acquisition was recorded using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized on the balance sheet at their estimated fair values on the date of acquisition with any excess purchase price over the fair value of net assets acquired recorded to goodwill.

Determining the fair value of acquired assets requires management’s judgment and the utilization of a third-party valuation specialist and involves the use of significant estimates and assumptions.

Pursuant to the acquisition method of accounting, the results of operations of J-W Power and J-W Energy prior to the J-W Acquisition Date are not included in the accompanying unaudited condensed consolidated financial statements.

As of the date these consolidated financial statements were issued, management and the third-party valuation specialist continue to evaluate certain assumptions, which could result in a change to the allocation of the fair value between line items on

the consolidated balance sheet, potentially impacting goodwill.

The following table summarizes the preliminary allocation of the purchase price among assets acquired and liabilities assumed (in thousands):

At January 12, 2026

Total current assets $ 136,404

Property and equipment, net 868,672

Lease right-of-use assets, net 4,589

Intangible assets, net (1)

Other long-term assets, net 1,296

Total assets 1,133,807

Total current liabilities 32,652

Non-current operating lease liabilities 2,966

Deferred income taxes 186,595

Total liabilities 222,213

Total consideration $ 911,594

Cash acquired 10,646

Total consideration, net of cash acquired $ 900,948

(1) Intangible assets, net is comprised of $ 5.4 million of trade names with a remaining useful life of approximately 3 years.

(2) Goodwill recorded is primarily related to the recognition of deferred tax liabilities arising from acquisition date fair value adjustments with the remainder related to expected commercial and operational synergies, and is subject to change based on final purchase price allocations.

None of the goodwill recorded as a result of this transaction is deductible for tax purposes.

Pro Forma Results of Operations

The following unaudited pro forma consolidated results of operations for the three months ended March 31, 2026 and 2025 are presented as if the J-W Power Acquisition had been completed on January 1, 2025 (in thousands).

Three Months Ended March 31,

Revenues $ 341,556 $ 324,583

Net income 46,331 35,664

The pro forma consolidated results of operations include adjustments to:

• include the results of J-W Power and J-W Energy for all periods presented;

• include the incremental expenses associated with the fair value adjustments recorded as a result of applying the acquisition method of accounting;

• include incremental interest expense related to financing the transaction;

• adjust for one-time expenses;

• adjust for relative changes in ownership resulting from the acquisition.

The pro forma information is not necessarily indicative of the results of operations that would have occurred had the J-W Power Acquisition been made at the beginning of the periods presented or the future results of the combined operations.

J-W Power and J-W Energy’s revenue and net income since the J-W Acquisition Date to March 31, 2026 included in our consolidated statement of operations were $ 80.1 million and $ 12.8 million, respectively.

Expenses related to the J-W Power Acquisition

As a result of the J-W Power Acquisition, we recognized $ 3.8 million of transaction-related costs in selling, general and administrative expenses during the three months ended March 31, 2026.

(2) Basis of Presentation and Significant Accounting Policies

2 unchanged sentences

In the opinion of our management, financial information presented herein reflects all normal recurring adjustments necessary for the fair presentation of these interim unaudited condensed consolidated financial statements in accordance with GAAP.

Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with SEC rules and regulations.

Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2024, filed on February 11, 2025 (our “2024 Annual Report”).

Certain prior year amounts have been reclassified to conform to the current year presentation.

These reclassifications had no impact on net income or total partners’ capital.

Use of Estimates

5 unchanged sentences

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”).

We have not experienced any losses related to amounts in excess of FDIC limits.

Trade Accounts Receivable

7 unchanged sentences

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 consist of serialized and non-serialized parts primarily used on compression units.

Inventories consist of spare parts, raw materials, work in process, and finished goods used for fabrication or maintenance of compression units.

All inventories are stated at the lower of cost or net realizable value.

Serialized parts inventories are determined using the specific-identification cost method, while non-serialized parts inventories are determined using the weighted-average cost method.

Purchases of inventories are considered operating activities within the unaudited condensed consolidated statements of cash flows.

Spare parts inventories used in the maintenance of compression units are determined using the weighted-average cost method, while all other inventories used in the fabrication process are determined using the standard cost method.

Property and Equipment

4 unchanged sentences

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 and $ 47 thousand for the three and nine months ended September 30, 2025, respectively, and $ 0.1 million and $ 0.1 million for the three and nine months ended September 30, 2024, respectively.

Capitalized interest was $ 13 thousand and $ 39 thousand for the three months ended March 31, 2026 and 2025, respectively.

Impairment of Long-Lived Assets

5 unchanged sentences

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 three and nine months ended September 30, 2025 and 2024.

Refer to Note 5 for more detailed information about impairment charges during the three months ended March 31, 2026 and 2025.

Identifiable Intangible Assets

1 unchanged sentence

The estimated useful lives of our intangible assets range from 3 to 25 years.

Goodwill represents consideration paid in excess of the fair value of the identifiable net assets acquired in a business combination.

Goodwill is not amortized, but is reviewed for impairment annually based on the carrying values as of October 1, or more frequently if impairment indicators arise that suggest the carrying value of goodwill may not be recovered.

Revenue Recognition

1 unchanged sentence

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.

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.

11 unchanged sentences

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 unaudited condensed consolidated financial statements.

(“Finance Corp”), and the subsidiaries we acquired in the J-W Power Acquisition are corporations for U.S.

federal and state income tax purposes and any resulting tax impacts attributable to these subsidiaries are included within our unaudited condensed consolidated financial statements.

The Partnership and its corporate subsidiaries account for income taxes under the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

The determination of the provision for income taxes requires significant judgment, use of estimates, and the interpretation and application of complex tax laws.

Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions.

The benefits of uncertain tax positions are recorded in our consolidated financial statements only after determining a more likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.

When facts and circumstances change, we reassess these probabilities and record any changes through the provision for income taxes.

Pass-Through Taxes

8 unchanged sentences

Level 3 inputs are unobservable inputs for the asset or liability.

As of September 30, 2025 and December 31, 2024, our financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt.

As of March 31, 2026 and December 31, 2025, 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.

1 unchanged sentence

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):

September 30,

The fair value of our 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 2029 and Senior Notes 2033 (in thousands):

2026 December 31,

3 unchanged sentences

Fair Value of Senior Notes 2033 747,525 757,500

Senior Notes 2033, aggregate principal 750,000 —

Fair Value of Senior Notes 2033 751,875 —

Operating Segment

2 unchanged sentences

(3) Trade Accounts Receivable

The allowance for credit losses, which was $ 1.5 million at both September 30, 2025 and December 31, 2024, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance.

The allowance for credit losses, which was $ 2.7 million and $ 1.5 million for March 31, 2026 and December 31, 2025, respectively, represents our best estimate of the amount of probable credit losses included within our existing accounts receivable balance.

(4) Inventories

Components of inventories consisted of the following (in thousands):

September 30,

2026 December 31,

Serialized parts $ 66,438 $ 66,631

Non-serialized parts 70,978 67,270

Spare parts (1)

$ 99,926 $ 134,488

Raw materials 11,955 —

Work in process 31,972 —

Finished goods 10,512 —

Total inventories $ 154,365 $ 134,488

(1) As of January 1, 2026, we reclassified $ 62.7 million of serialized inventory to fixed assets.

The intended use of these assets changed from sale to third party to internal use for fixed assets.

(5) Property and Equipment and Identifiable Intangible Assets

1 unchanged sentence

Property and equipment consisted of the following (in thousands):

September 30,

2026 December 31,

Compression and treating equipment (1)

$ 5,142,677 $ 4,243,709

Automobiles and vehicles 84,733 62,461

Computer equipment 39,485 38,614

Computer and other equipment 48,015 41,045

Leasehold improvements 11,033 11,004

1 unchanged sentence

Furniture and fixtures 1,437 1,231

Land 5,462 77

Total property and equipment, gross 5,327,126 4,363,462

1 unchanged sentence

Total property and equipment, net $ 3,048,371 $ 2,162,624

(1) As of January 1, 2026, we reclassified $ 62.7 million of serialized inventory to fixed assets.

The intended use of these assets changed from sale to third party to internal use for fixed assets.

Once the serialized inventory is placed into service, depreciation will commence in line with overhauls and major improvements that increase the value or extend the life of compression equipment which are capitalized and depreciated over three to five years .

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:

5 unchanged sentences

Depreciation expense on property and equipment and loss (gain) on disposition of assets were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Depreciation expense $ 79,192 $ 63,048

Loss (gain) on disposition of assets 830 ( 123 ) 2,194 1,113

(Gain) loss on disposition of assets ( 545 ) 1,325

On a quarterly basis, we evaluate the future deployment of our idle fleet assets under current market conditions.

For the three and nine months ended September 30, 2025, we retired 5 and 26 compression units representing approximately 2,900 and 19,000 of aggregate horsepower, respectively, that previously were used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 0.6 million and $ 7.4 million for the three and nine months ended September 30, 2025, respectively.

For the nine months ended September 30, 2024, we retired two compression units representing approximately 1,300 of aggregate horsepower that previously were used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 0.3 million for the nine months ended September 30, 2024.

No impairment of compression equipment was recorded for the three months ended September 30, 2024.

For the three months ended March 31, 2026, we retired one compression unit representing approximately 335 of horsepower, that previously was used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 4 thousand for the three months ended March 31, 2026.

For the three months ended March 31, 2025, we retired 17 compression units representing approximately 10,200 of aggregate horsepower that previously were used to provide compression services in our business.

As a result, we recorded an impairment of compression equipment of $ 3.6 million for the three months ended March 31, 2025.

The primary circumstances supporting these impairments were:

5 unchanged sentences

Net balance as of December 31, 2025 $ 172,430 $ 14,463 $ 186,893

J-W Power Acquisition — 5,400 5,400

Amortization expense ( 6,534 ) ( 1,213 ) ( 7,747 )

Net balance as of September 30, 2025 $ 178,956 $ 15,282 $ 194,238

Accumulated amortization of intangible assets was $ 356.4 million and $ 334.4 million as of September 30, 2025 and December 31, 2024, respectively.

(6) Current Liabilities

Components of other current liabilities included the following (in thousands):

September 30,

Net balance as of March 31, 2026 $ 165,896 $ 18,650 $ 184,546

Accumulated amortization of intangible assets was $ 371.5 million and $ 363.8 million as of March 31, 2026 and December 31, 2025, respectively.

(6) Accrued Liabilities

Components of accrued liabilities included the following (in thousands):

2026 December 31,

1 unchanged sentence

Accrued unit-based compensation liability 5,716 4,094

Accrued capital expenditures 5,100 5,428

Accrued payroll and benefits 12,918 20,832

Accrued property taxes 9,319 4,727

(7) 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 unaudited condensed 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 unaudited condensed consolidated statements of operations.

Cash flows related to cash settlements for the periods presented were classified as operating activities within the unaudited condensed consolidated statements of cash flows.

The following table summarizes the location and amounts recognized related to our derivative instrument within our unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Income Statement Classification 2025 2024 2025 2024

Gain (loss) on derivative instrument $ — $ ( 6,218 ) $ — $ 5,684

(7) Income Tax Expense

The Partnership is generally not subject to federal and most state and local income taxes.

During the first quarter of 2026, the Partnership acquired the stock of J-W Power, a corporate entity that is subject to federal, state, and local income taxes.

The acquired assets and liabilities of J-W Power included net deferred tax liabilities of approximately $ 186.6 million.

The increase in income tax expense in the first quarter of 2026 versus the first quarter of 2025 is primarily attributable to the earnings of J-W Power which are subject to corporate taxes.

(8) Debt Obligations

Our debt obligations, of which there is no current portion, consisted of the following (in thousands):

September 30,

2026 December 31,

1 unchanged sentence

Senior Notes 2033, aggregate principal 750,000 750,000

Senior Notes 2033, aggregate principal 750,000 —

deferred financing costs, net of amortization ( 19,834 ) ( 21,030 )

4 unchanged sentences

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 (1) if more than $ 50.0 million of the Senior Notes 2027 are outstanding on June 2, 2027, the Credit Agreement will mature on June 2, 2027 and (2) 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 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.

1 unchanged sentence

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

(1) 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;

(1) 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 (2) all of the equity interests of the Partnership’s U.S.

22 unchanged sentences

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

As of September 30, 2025, we were in compliance with all of our covenants under the Credit Agreement.

As of March 31, 2026, 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 quarter ended September 30, 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 September 30, 2025, we had outstanding borrowings under the Credit Agreement of $ 54.7 million and, after accounting for outstanding letters of credit in the amount of $ 0.8 million, $ 1.69 billion of remaining unused availability, of which, due to restrictions related to compliance with the applicable financial covenants, $ 1.02 billion was available to be drawn.

Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the nine months ended September 30, 2025, was 6.94 %, and our weighted-average interest rate under the Credit Agreement as of September 30, 2025, was 7.35 %.

As of March 31, 2026, we had outstanding borrowings under the Credit Agreement of $ 1.25 billion and, after accounting for outstanding letters of credit in the amount of $ 2.0 million, $ 497.8 million of remaining unused availability, all of which was available to be drawn, inclusive of restrictions related to compliance with applicable financial covenants.

Our weighted-average interest rate in effect for all borrowings under the Credit Agreement for the three months ended March 31, 2026, was 5.79 %,

and our weighted-average interest rate under the Credit Agreement as of March 31, 2026, was 5.66 %.

We pay an annualized commitment fee of 0.25 % on the unused portion of the aggregate commitment.

3 unchanged sentences

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

At any time prior to October 1, 2028, we may redeem up to 40 % of the aggregate principal amount of the Senior Notes 2033 at a redemption price equal to 106.250 % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net cash proceeds from one or more equity offerings, provided that at least 60 % of the aggregate principal amount of the Senior Notes 2033 remain outstanding immediately after the occurrence of such redemption (excluding Senior Notes 2033 held by us and our subsidiaries) and the redemption occurs within 180 days of the date of the closing of such equity offering.

Prior to October 1, 2028, we may also redeem all or a part of the Senior Notes 2033 at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date and accrued and unpaid interest, if any, to the redemption date.

On or after October 1, 2028, we may redeem all or a part of the Senior Notes 2033 at redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

Year Percentages

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 September 30, 2025, we were in compliance with such financial covenants under the 2033 Indenture.

As of March 31, 2026, 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”).

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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 September 30, 2025, we were in compliance with such financial covenants under the 2029 Indenture.

As of March 31, 2026, 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 the Guarantors.

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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.

Senior Notes 2027

On March 7, 2019, the Partnership and Finance Corp co-issued the Senior Notes 2027.

The Senior Notes 2027 mature on September 1, 2027, and accrued interest at the rate of 6.875 % per year.

Interest on the Senior Notes 2027 was payable semi-annually in arrears on each of March 1 and September 1.

The indenture governing the Senior Notes 2027 (the “2027 Indenture”) contained certain financial covenants that we had to comply with in order to make certain restricted payments as described in the 2027 Indenture.

As of September 30, 2025, we were in compliance with such financial covenants under the 2027 Indenture.

The Senior Notes 2027 were fully and unconditionally guaranteed (the “2027 Guarantees”), jointly and severally, on a senior unsecured basis by the Guarantors.

The Senior Notes 2027 and the 2027 Guarantees were general unsecured obligations and ranked equally in right of payment with all of the Guarantors’, Finance Corp’s, and our existing and future senior indebtedness and senior to the Guarantors’, Finance Corp’s, and our future subordinated indebtedness, if any.

The Senior Notes 2027 and the 2027 Guarantees effectively were 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 were structurally subordinate to all indebtedness of any of our subsidiaries that did not guarantee the Senior Notes 2027.

The Senior Notes 2027 were redeemed in full on October 15, 2025.

See Note 16 of these unaudited condensed consolidated financial statements for additional information regarding this redemption.

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.

(9) Preferred Units

The Preferred Units have a face value of $ 1,000 and rank senior to our common units with respect to distributions and liquidation rights.

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

The change in Preferred Units outstanding was as follows:

Preferred Units Outstanding

Number of Preferred Units outstanding, December 31, 2024 180,000

Exercise and conversion of Preferred Units into common units ( 100,000 )

Number of Preferred Units outstanding, September 30, 2025 80,000

Redemption and Conversion Features

The Preferred Units are convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

The conversion rate for the Preferred Units is the quotient of (i) the sum of (a) $ 1,000 , plus (b) any unpaid cash distributions on the applicable Preferred Unit, divided by (ii) $ 20.0115 for each Preferred Unit.

We have the option to redeem all or any portion of the Preferred Units then outstanding, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement.

On or after April 2, 2028, each holder of the Preferred Units will have the right to require us to redeem all or a portion of their Preferred Units, subject to certain minimum redemption threshold amounts, for a redemption price set forth in the Partnership Agreement, which we may elect to pay up to 50 % in common units, subject to certain additional limits.

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.

The Preferred Units had a face value of $ 1,000 and 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.

The Preferred Units were convertible, at the option of the holder, into common units in accordance with the terms of our Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

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

Cash Distributions

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Total 2025 distributions

February 7, 2025 $ 24.375

May 9, 2025 24.375

August 8, 2025 24.375

Total 2025 distributions

Announced Quarterly Distribution

On October 16, 2025, we declared a cash distribution of $ 24.375 per unit on our Preferred Units.

The distribution will be paid on November 7, 2025, to the holders of the Preferred Units of record as of the close of business on October 27, 2025.

The changes in the Preferred Units’ balance were as follows (in thousands):

Preferred Units

Balance as of December 31, 2024 $ 168,809

Cash distributions on Preferred Units ( 10,724 )

Exercise and conversion of Preferred Units into common units ( 92,971 )

Net income allocated to Preferred Units 8,288

Balance as of September 30, 2025 $ 73,402

(10) Partners’ Deficit

(10) Partners’ Capital (Deficit)

The changes in common units outstanding were as follows:

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Number of common units outstanding, December 31, 2025 126,795,135

Vesting of phantom units 367,332

J-W Power Acquisition 18,175,323

Issuance of common units under the DRIP 1,900

Exercise and conversion of Preferred Units into common units 4,997,126

Number of common units outstanding, September 30, 2025 122,685,471

As of September 30, 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.

Number of common units outstanding, March 31, 2026 144,972,358

As of March 31, 2026, Energy Transfer held 46,056,228 common units, including 8,000,000 common units held by the General Partner and controlled by Energy Transfer.

Cash Distributions

We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including holders of our common, phantom, and restricted 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

We have declared and paid per-unit quarterly distributions to our limited partner unitholders of record, including DER payments to holders of our phantom and restricted 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 7, 2025 $ 0.525 $ 61.7 $ 0.7 $ 62.4

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February 6, 2026 $ 0.525 $ 66.6 $ 0.5 $ 67.1

May 9, 2025 0.525 61.7 0.6 62.3

August 8, 2025 0.525 64.4 0.4 64.8

Total 2026 distributions

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Announced Quarterly Distribution

On October 16, 2025, we announced a cash distribution of $ 0.525 per unit on our common units.

The distribution will be paid on November 7, 2025, to common unitholders of record as of the close of business on October 27, 2025.

During the nine months ended September 30, 2025, distributions of $ 0.2 million were reinvested under the DRIP resulting in the issuance of 6,230 common units.

On April 16, 2026, we announced a cash distribution of $ 0.525 per unit on our common units.

The distribution will be paid on May 8, 2026, to common unitholders of record as of the close of business on April 27, 2026.

During the three months ended March 31, 2026, distributions of $ 48 thousand were reinvested under the DRIP resulting in the issuance of 1,900 common units.

Income Per Unit

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Unvested phantom and restricted units are not included in basic income per unit, as they are not considered to be participating securities, but are included in the calculation of diluted income per unit to the extent they are dilutive.

For the three and nine months ended September 30, 2025, approximately 408,000 and 550,000 incremental unvested phantom and restricted units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three and nine months ended September 30, 2024, approximately 1,239,000 and 1,145,000 incremental unvested phantom units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three months ended March 31, 2026, approximately 381,000 incremental unvested phantom and restricted units, respectively, represent the difference between our basic and diluted weighted-average common units outstanding.

For the three months ended March 31, 2025, approximately 741,000 incremental unvested phantom and restricted units represent the difference between our basic and diluted weighted-average common units outstanding.

(11) Revenue Recognition

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The following table disaggregates our revenue by type of service (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Contract operations revenue $ 309,336 $ 239,667

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The following table disaggregates our revenue by timing of provision of services or transfer of goods (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Services provided over time:

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Total revenues $ 331,275 $ 245,234

Contract Balances with Customers

The balances of the Partnership’s accounts receivable from contracts with customers and contract liabilities at January 1, 2025 were $ 83.1 million, net of allowances for credit losses and $ 70.5 million, respectively.

Deferred Revenue

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

Balance sheet location September 30,

Balance sheet location March 31,

2026 December 31,

Current (1) Deferred revenue $ 64,894 $ 63,900

Deferred revenue $ 81,161 $ 65,013

Noncurrent Other liabilities 3,960 4,486

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________________________________

(1) We recognized $ 0.7 million and $ 62.3 million of revenue during the three and nine months ended September 30, 2025, respectively, related to our deferred revenue balance as of December 31, 2024.

(1) We recognized $ 65.8 million of revenue during the three months ended March 31, 2026 related to our deferred revenue balance as of December 31, 2025.

Performance Obligations

As of September 30, 2025, the aggregate amount of transaction price allocated to unsatisfied performance obligations related to our contract operations revenue was $ 1.2 billion.

As of March 31, 2026, 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):

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(12) Related Party Transactions

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of September 30, 2025, owned approximately 38 % of our limited partner interests and 100 % of the General Partner.

We provide natural gas compression and treating services to entities affiliated with Energy Transfer, which as of March 31, 2026, owned approximately 32 % 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.

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.

Related party transactions from those entities affiliated with Energy Transfer on our unaudited condensed consolidated statements of operations were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Related-party revenues $ 15,895 $ 15,165

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

September 30,

2026 December 31,

1 unchanged sentence

Related-party payables 12,530 7,997

For the three and nine months ended September 30, 2025, we recognized capitalized expense reimbursement of $ 0.4 million and $ 0.8 million, respectively, to other assets related to cloud computing arrangement ERP implementation costs.

For each of the three and nine months ended September 30, 2025, we recognized capitalized expenditures of $ 21.0 million to property and equipment, net.

For the three months ended March 31, 2026, we recognized capitalized expense reimbursement of $ 0.2 million to other assets related to cloud computing arrangement ERP implementation costs.

For the three months ended March 31, 2026, we recognized capitalized expenditures of $ 2.6 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 September 30, 2025, were $ 33.7 million.

The commitments as of March 31, 2026, were $ 76.0 million.

(13) Commitments and Contingencies

(a) Major Customers

One customer accounted for approximately 11 % of total revenues for the three and nine months ended September 30, 2025, respectively, and 12 % of total revenues for the three and nine months ended September 30, 2024, respectively.

No customer accounted for more than 10% of total revenues for the three months ended March 31, 2026, and one customer accounted for 11 % of total revenues for the three months ended March 31, 2025.

(b) Litigation

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We and others in our industry have disputed these claims and assessments based on either existing tax statutes or published guidance by the taxing authorities.

federal income tax returns for the years 2019 and 2020 currently are under examination by the Internal Revenue Service (“IRS”).

The IRS has issued preliminary partnership examination changes, resulting in imputed underpayment computations of approximately $ 29.7 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.

On April 13, 2026, we settled and closed the IRS’ examination of our U.S.

federal income tax returns for the years 2019 and 2020.

The impact of the settlement is reflected in the Partnership’s financial statements, and it is not necessary for the Partnership to issue revised information statements to unitholders as a result of the settlement.

(d) Equipment Purchase Commitments

Our future capital commitments are comprised of binding commitments under purchase orders for new compression units ordered but not received.

The commitments as of September 30, 2025, were $ 33.7 million, all of which is expected to be settled within the next 12 months.

Our future capital commitments are comprised of binding commitments under purchase orders for new compression units and equipment ordered but not received.

As of March 31, 2026, we had binding commitments to purchase $ 76.0 million of additional compression units and $ 83.9 million of major components for manufacturing compression units, in total $ 159.9 million, of which $ 106.9 million is expected to be settled within the next 12 months.

(e) Environmental

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(15) Recent Accounting Pronouncements

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

In Nove mber 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) .

ASU 2024-03 requires disclosure of specifie d information about certain costs and expenses in the notes to the consolidated financial statements.

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

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 improves and enhances income tax disclosure requirements, including new disclosures related to tax rate reconciliation and income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted.

ASU 2023-09 is to be applied on a prospective basis, with retrospective application permitted.

We expect to include additional disclosures beginning with the annual financial statements for the period ending December 31, 2025, to comply with the requirements of ASU 2023-09.

(16) Subsequent Event

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.

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

What changed 10-Q

Item 1. Financial Statements