USA Compression Partners LP

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, 2024, the NEOs were:

•M. Clint Green, President and CEO;*

•Eric D. Long, Former President and CEO;*

•Christopher M. Paulsen, Vice President, Chief Financial Officer and Treasurer;

•G. Tracy Owens, Vice President of Finance and Chief Accounting Officer;

•Eric A. Scheller, Vice President and Chief Operating Officer;

•Christopher W. Porter, Vice President, General Counsel and Secretary; and

•Sean T. Kimble, Former Vice President, Human Resources.*

*Mr. Long resigned from his position as President and CEO effective October 2, 2024. Effective October 3, 2024, Mr. Green was appointed by the Board as the President and CEO of the Partnership.

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

***Mr. Kimble left the Partnership on December 6, 2024.

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 generally targets a competitive range at or near the 50th percentile of the market for aggregate compensation consisting of the three main components of our compensation program: base salary, annual discretionary cash bonus, and long-term equity incentive awards, including cash restricted unit awards. The Compensation Committee believes that a desirable balance of incentive-based compensation is achieved by: (i) the payment of annual discretionary cash bonuses that consider (a) the achievement of the financial and operational performance objectives for a fiscal year set towards the beginning of such fiscal year and (b) the individual contributions of each NEO to our level of success in achieving the annual financial and operational performance objectives, (ii) the annual grant of time-based restricted phantom unit awards or restricted units under the LTIP, and (iii) the annual grant of time-based cash restricted unit awards under our CRU Plan. These time-based awards are intended to incentivize and retain our key employees for the long-term and motivate them to focus their efforts on increasing the market price of our common units and the level of cash distributions we pay to our common unitholders. The Partnership in 2024 continued its practice of granting restricted unit awards that vest, based generally upon continued employment, at a rate of 60% after the third year of service and the remaining 40% after the fifth year of service. Beginning in December 2024, the Partnership began granting cash restricted unit awards that vest annually in substantially three equal installments over a three-year period, together with restricted unit awards that vest at a rate of 60% after the third year of service and 40% after the fifth year of service, in each case based generally upon continued employment. For 2024, the long-term equity incentive awards to employees were split based on 75% restricted units and 25% cash restricted units.

The following charts illustrate the level of at-risk incentive compensation we awarded in 2024 to Mr. Green, our current CEO and, on an averaged basis, the other NEOs that were serving as executive officers as of December 31, 2024. Compensation has been annualized for our CEO and other NEOs that served for only a portion of 2024. “Variable/at-risk” compensation is comprised of long-term equity incentive awards, including cash restricted unit awards, and annual discretionary cash bonuses, and “fixed” compensation is comprised of base salary and bonuses not contingent on the Partnership’s performance.

Our compensation program is structured to achieve the following:

•compensate executive officers with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package in a competitive range at or near the 50 th percentile of the market;

•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 market trends in compensation, including the practices of identified competitors, and the alignment of the compensation program with the Partnership’s compensation philosophy described above. 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 awards to the NEOs.

The Compensation Committee also considers other factors such as the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership, and internal compensation levels within Energy Transfer and its subsidiaries (the “Energy Transfer Group”). The Compensation Committee does not assign a specific weight to these factors, but rather makes a subjective judgment taking all of these factors into account. The Compensation Committee consults with and receives guidance and input, as appropriate, from our CEO, Energy Transfer’s Co-CEO, and executives from Energy Transfer’s Human Resources team to ensure compensation decisions are undertaken consistent with the relevant compensation philosophy and objectives of the Energy Transfer Group.

The Compensation Committee reviews and approves all compensation for the NEOs. In determining the compensation for the NEOs, the Compensation Committee takes into account input and recommendations from the CEO with respect to the compensation of the other NEOs. In this context, the CEO considers comparative compensation data and evaluates the individual performance of each of the other NEOs and their respective contributions to the Partnership. The recommendations from the CEO are then reviewed by the Compensation Committee, which may accept the recommendations or make adjustments to the recommended compensation based on the Compensation Committee’s assessment of the individual’s performance, contributions to the Partnership, and internal compensation levels within the Energy Transfer Group. The CEO’s compensation is reviewed and approved by the Compensation Committee based on comparative compensation data, including within the Energy Transfer Group, and the Compensation Committee’s independent evaluation of the CEO’s actual or expected contributions to the Partnership’s performance.

The Compensation Committee periodically compares results for the annual base salary, annual cash bonus, and long-term equity incentive awards of the NEOs against data for compensation levels for specific executive positions reported in published executive compensation surveys within each of the (i) energy industry and (ii) overall market. The Compensation Committee also reviews publicly filed peer group executive compensation disclosures pertaining to certain executive roles, utilizing this data as an important reference point.

Periodically, we engage a third-party consultant to provide the Compensation Committee with market information regarding compensation levels at peer companies to assist in evaluating compensation levels for our executives, including the NEOs. In 2023, we engaged Meridian Compensation Partners, LLC (“Meridian”), the independent compensation advisor to Energy Transfer, to conduct a report on market information and compensation levels of our peer companies (the “2023 Meridian Report”). The Compensation Committee utilized the 2023 Meridian Report when setting NEO compensation for the 2024 year. During 2024, it relied on the results of the 2023 Meridian Report for information on base salary, bonus, and general compensation items for 2024 for the NEOs. The Compensation Committee also utilized the 2023 Meridian Report when determining the value of equity awards that should be granted to our NEOs in December 2024.

In connection with the engagement of Meridian for the 2023 Meridian Report, based on the information presented to it, the Compensation Committee assessed the independence of Meridian under applicable SEC and NYSE rules and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

For purposes of the 2023 Meridian Report, our peer group included the following companies:

Elements of the Compensation Program

Compensation for the NEOs primarily consists of the following elements and corresponding objectives:

Base Salary for 2024

Base salaries for the NEOs generally have been set at a level deemed appropriate by the Compensation Committee to attract and retain individuals with superior talent. On an annual basis, base salary increases are determined based on the job responsibilities, demonstrated proficiency and performance of the NEO, and market conditions. The Compensation Committee provided each NEO with an increase to his base salary for the 2024 year, other than Mr. Owens, whose compensation had, at the time of determination of 2024 base salaries, been recently adjusted in connection with being designated the principal financial officer of the Partnership.

The 2024 base salaries and 2023 base salaries for the NEOs, including our current and former CEO, are set forth in the following table:

(1)Mr. Green joined the Partnership effective October 3, 2024. The amount above reflects his annualized base salary for 2024. Mr. Green received $124,923 in base salary in 2024.

(2)Mr. Long resigned from his positions as President and Chief Executive Officer of the Partnership effective October 2, 2024. Mr. Long remained an employee of the Partnership until his retirement on December 31, 2024.

(3)Mr. Paulsen joined the Partnership effective November 18, 2024. The amount above reflects his annualized base salary for 2024. Mr. Paulsen received $49,038 in base salary in 2024.

(4)Mr. Owens’s base salary was increased to $325,000 effective October 9, 2023 in connection with his designation as principal financial officer of the Partnership. The amount above reflects his annualized base salary for 2023 after this increase. Mr. Owens received $300,102 in base salary in 2023.

(5)Mr. Kimble left the Partnership effective December 6, 2024. The amount above reflects his annualized base salary for 2024. Mr. Kimble received $331,240 in base salary in 2024.

Annual Cash Incentive Compensation for 2024

Each of the NEOs is entitled to participate in the USA Compression Partners, LP Amended and Restated Annual Cash Incentive Plan (the “Bonus Plan”) and their potential bonus is governed by the Bonus Plan and, for Messrs. Porter and Kimble, also governed by their respective employment agreements. The Compensation Committee acts as the administrator of the Bonus Plan under the supervision of the full Board, and has the discretion to amend, modify, or terminate the Bonus Plan at any time.

In February 2025, the Compensation Committee made the determination to pay annual cash bonus awards to executives, including certain NEOs, under the Bonus Plan attributable to the year ended December 31, 2024. Although the funding of the Bonus Plan generally is based on our satisfaction of certain performance measures that were previously established for the 2024 year, the Compensation Committee retains the authority to use its business judgement to make decisions or adjustments to the Bonus Plan’s funding pool or the individual bonus awards resulting from the guidelines set forth below. The Bonus Plan contains four payout factors and corresponding percentages that comprise the total annual target bonus for all eligible employees, including the NEOs (the “Annual Target Bonus Pool”), as shown in the following chart.

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 120% 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.

For the 2024 year, the Compensation Committee set the Adjusted EBITDA Budget Target at $567.3 million and the DCF Budget Target at $351.0 million.

The Leverage Ratio Budget Target Payout Factor (the “Leverage Ratio Factor”) assigns payout factors based on the Partnership’s achievement of its budgeted Leverage Ratio (as defined in the Partnership’s Credit Agreement, provided that, for purposes of calculating the Leverage Ratio for the Bonus Plan, EBITDA attributable to the full plan year is used in lieu of any other time period) for the year, as shown in the following chart.

For the 2024 year, the Compensation Committee set the Leverage Ratio Budget Target at 4.10x.

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.

For the 2024 year, the Compensation Committee set the Safety Target (as defined in the Bonus Plan) at 1.0.

The establishment and amount of the bonus pool is 100% discretionary and subject to approval and/or adjustment by the Compensation Committee. In determining bonuses for the NEOs, the Compensation Committee takes into account whether the Partnership achieved or exceeded its targeted performance objectives. In the case of the NEOs, their bonus pool targets for the 2024 year range from 50% to 130% of their respective annual base salary.

For the 2024 year, the Compensation Committee set a target bonus amount (the “Target Bonus”) for Messrs. Long, Owens, Scheller, Porter and Kimble prior to the first quarter of the 2024 year, which was set as a percentage of the NEO’s base salary. The Target Bonus for Mr. Green was set by the Compensation Committee in connection with his appointment in October 2024. For the bonus applicable to the 2024 year, the Target Bonus, as a percentage of base salary and as a dollar amount, is reflected in the table below.

(1)Final bonus payout for Mr. Green was prorated based on the amount of time the NEO was employed with the Partnership during the year ended December 31, 2024.

(2)Mr. Paulsen did not have a Target Bonus allocation for 2024. Instead, his offer letter provided for payment of a sign-on bonus in the amount of $125,000 to be payable at the same time annual bonus awards were paid to our NEOs.

The annual cash bonus pool targets for 2024 were based on the determination of the Compensation Committee and in the case of Messrs. Long, Owens, Scheller, Porter, and Kimble in accordance with Meridian review, and in consideration of the available compensation data and the role, contribution, skills, experience, and performance of an individual relative to his or her peers at the Partnership.

Target Bonuses, if any, are paid within one week following delivery by our independent auditor of the audit of our financial statements for the year to which the Target Bonus relates, but in any case, no later than March 15 of the year following the year to which the Target Bonus relates. For the year ended December 31, 2024, we achieved (i) Adjusted EBITDA of $584,282,000 resulting in an Adjusted EBITDA Bonus Pool Payout Factor of 1.00; (ii) DCF of $355,317,000, resulting in a DCF Bonus Pool Payout Factor of 1.00; (iii) Leverage Ratio, as calculated for the purposes of the Bonus Plan, of 4.211x, resulting in a Leverage Ratio Bonus Pool Payout Factor of 1.00; and (iv) a TRIR of 0.81 resulting in a Safety Bonus Pool Payout Factor of 1.00. Based on these payout factors, the awards made pursuant to the Bonus Plan with respect to the year ended December 31, 2024 equal 100% of each NEO’s Target Bonus and were as follows:

(1)Messrs. Long and Kimble left the Partnership prior to the payout of the Target Bonuses for the year ended December 31, 2024. Accordingly, no bonus payment was made to them for 2024.

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

(3)Mr. Paulsen did not have a Target Bonus allocation for 2024. Instead, his offer letter provided for payment of a sign-on bonus in the amount of $125,000 to be payable at the same time annual bonus awards were paid to our NEOs.

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

Long-Term Equity Incentive Awards

As noted above, while the Partnership has historically granted awards of phantom units (“Phantom Units”), beginning in December 2024, the Partnership began granting awards of cash restricted units (“CRSUs”) together with awards of restricted units (“RSUs”). The vesting terms of these awards and the target award levels for the 2024 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 LTIP provides for the grant, from time to time at the discretion of the Compensation Committee, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, DERs, and other common unit-based awards, although since our initial public offering in 2013, the Compensation Committee has only granted awards of Phantom Units and RSUs with DERs under the LTIP. The Compensation Committee acts as the administrator of the LTIP. 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, 2024.”

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

Phantom Units if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, the General Partner, or our affiliates for at least 10 years (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units if the NEO voluntarily retires at or over the age 68 and has been employed by us, the General Partner, or our affiliates for at least 10 years (with the remaining 50% being forfeited). The Restricted Unit Agreement similarly provides for (i) vesting of 40% of the outstanding, unvested RSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested RSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 50% being forfeited). The vesting of the Phantom Units and RSUs are subject, in each case described above, to the NEO’s continued employment with us, the General Partner, or our affiliates until the relevant vesting date.

Cash Restricted Unit Awards

The CRU Plan was adopted by our Compensation Committee and became effective December 1, 2024. Under the CRU Plan, our Compensation Committee, in its discretion, may grant awards of CRSUs, upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the CRU Plan. Each CRSU entitles the award recipient to receive cash equal to the market value of one common unit upon vesting, pursuant to the applicable award agreement thereunder (“Cash Restricted Unit Agreement”). The CRSUs do not include rights to DER cash payments. Awards from the CRU Plan are used to incentivize and reward eligible employees over a long-term basis.

Our Cash Restricted Unit Agreement provides for (i) incremental vesting over a three-year period, with 1/3 of the CRSUs subject to the award vesting on December 5 of each year, (ii) vesting of 100% of the outstanding, unvested CRSUs in the event of (a) a Change in Control (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”) or (b) the NEO’s death or Disability (as defined under the CRU Plan and set forth below under “Potential Payments upon Termination or Change in Control”), (iii) vesting of 40% of the outstanding, unvested CRSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least one year (with the remaining 60% being forfeited), and (iv) vesting of 50% of the outstanding, unvested CRSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the General Partner, or our affiliates for at least five years, and has held the award for at least one year (with the remaining 50% being forfeited). The vesting of the CRSUs are subject, in each case, to the NEO’s continued employment with us until the relevant vesting date.

The target level of annual long-term incentive awards granted in 2024 for each of the NEOs is expressed below as a percentage of the NEO’s base salary. As described above, these awards were split in 2024 based on 75% RSUs and 25% CRSUs. In determining the level of the 2024 grants of long-term incentive awards to the NEOs, the Compensation Committee, taking into account the role, contribution, skills, experience, and performance of an NEO relative to his or her peers at the Partnership, award levels within the Energy Transfer Group, and market and other relevant data, determined each of the NEO’s long-term incentive targets. The base salaries used for these calculations were the base salaries for the 2024 calendar year. The Compensation Committee set a long-term incentive award target amount for Mr. Paulsen, which were based on the factors described above, in connection with his appointment to his position in November 2024. The 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 2024, the Partnership utilized a 60 trading-day trailing weighted average price of the Partnership’s common units prior to November 1, 2024 to determine the target number of units to be awarded. The Compensation Committee set long-term incentive award target amounts for Messrs. Green, Scheller and Porter in December 2024, which are shown in the following table:

(1)Mr. Kimble left the Partnership, and Mr. Long resigned from his executive offices, prior to the grant of the long-term incentive target awards for 2024. Accordingly, no such awards were granted to Messrs. Long or Kimble for 2024.

(2)Mr. Owens did not receive a long-term incentive target award in December 2024.

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

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. On December 5, 2024, the Compensation Committee approved the current default settlement method for Phantom Units of 50% in cash (valued based on the 10 day volume weighted average closing price on the NYSE of the Partnership’s common units in advance of the vesting date) and 50% in common units for all vesting of Phantom Units occurring during 2025. 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 are granted pursuant to the LTIP are subject to certain clawback features, and the award may not vest or settle if we determine that the recipient committed certain acts of misconduct, as more particularly described in the LTIP.

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 and club memberships. 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 2024 is set forth below in “– Summary Compensation Table.”

Sign-On Bonus

The Compensation Committee granted Mr. Paulsen a one-time signing bonus consisting of (i) $125,000, to be paid in cash at the same time as other awards under the Bonus Plan and (ii) a one-time special sign on award of 75,000 units (split 75% RSUs and 25% CRSUs).

Energy Transfer LP Non-Qualified Deferred Compensation Plan (the “Energy Transfer NQDC Plan”)

As part of our shared services integration with Energy Transfer, beginning in 2025 our NEOs, along with certain other highly compensated employees, are eligible to participate in Energy Transfer’s deferred compensation plan, which permits eligible highly compensated employees to defer a portion of their salary, bonus, and/or quarterly non-vested phantom or restricted unit distribution equivalent income until retirement, termination of employment or other designated distribution event. 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.

Employment Agreements

Mr. Porter is, and prior to his departure Mr. Kimble was, party to an employment agreement with us (together, the “Employment Agreements”). Mr. Porter’s Employment Agreement has been extended on a year-to-year basis and will be automatically extended for successive twelve-month periods unless either party delivers written notice to the other at least 90 days prior to the end of the current employment term. Please see the description of the Employment Agreements under “Potential Payments upon Termination or Change in Control” for further details on the terms of the Employment Agreements.

Separation Agreements

Mr. Long retired from the Partnership effective December 31, 2024, and prior to that resigned from his position as President and CEO effective October 2, 2024. In recognition of his service and contributions to the Partnership, the Compensation Committee approved the following items to be paid or issued to Mr. Long (the “Long Separation Package”) pursuant to a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Long Separation Agreement”): (i) a lump-sum separation payment of $962,000, (ii) accelerated vesting of 509,974 Phantom Units of the Partnership, (iii) a lump-sum payment equal to 24 months of health-insurance coverage under the Partnership’s health insurance plan and (iv) a lump-sum payment of $25,000 upon execution of a supplemental release. The separation payment and health insurance premiums were paid after the effective date of the Long Separation Agreement. The supplemental release payment will be paid following execution of a supplemental release at the end of the term of Mr. Long’s Consulting Agreement (described below). A portion of the Phantom Units, consisting of 305,984 of the total 509,974 Phantom Units, vested after the effective date of the Long Separation Agreement, of which Mr. Long had the option to settle up to 50% in cash. The vesting of the remaining 203,990 Phantom Units, together with any accrued DERs on such Phantom Units, is delayed in accordance with Section 409A of the Internal Revenue Code (the “Code”), and will vest on July 1, 2025. The Long Separation Package was contingent upon Mr. Long’s execution of, and remains subject to his compliance with, the Long Separation Agreement, pursuant to which he released all claims against us, and which provides for certain non-disparagement, non-solicit, and confidentiality obligations.

In addition, our General Partner and Mr. Long have entered into a consulting agreement (the “Consulting Agreement”) for a period of one year commencing on January 1, 2025. Pursuant to the terms of the Consulting Agreement, in exchange for providing consulting and advisory services to the Partnership and complying with the terms of the Consulting Agreement, including certain non-competition and non-solicitation covenants incorporated by reference in the Long Separation Agreement, Mr. Long will receive a total of $740,000, paid monthly in arrears. As an independent contractor, Mr. Long will not be entitled to participate in or receive any benefit or right as a company employee under the employee benefit plans of the Partnership.

Mr. Kimble’s employment with the Partnership was terminated effective December 6, 2024. In recognition of his service and contributions to the Partnership, and generally consistent with the terms of Mr. Kimble’s Employment Agreement, the Compensation Committee approved the following amounts to be paid to Mr. Kimble: (i) a separation payment of $972,088, (ii) a lump-sum equal to his earned but unused paid time off, and (iii) a lump-sum equal to 24 months of health-insurance coverage under the Partnership’s health insurance plan (collectively, the “Kimble Separation Payment”). The Kimble Separation Payment was contingent upon Mr. Kimble’s execution of, and remains subject to his compliance with, a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Kimble Separation Agreement”) pursuant to which he released all claims against us, and which provides for certain non-disparagement, non-solicit, and confidentiality obligations. The Kimble Separation Payment will be paid in a lump sum six months after the effective date of the Kimble Separation Agreement, in accordance with Section 409A of the Code.

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 equity award over the vesting period of the award. 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 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 are the only members of the Compensation Committee as of February 6, 2024. Our former director, Mr. W. Brett Smith, also served on the Compensation Committee at the beginning of 2024. During 2024, none of Messrs. Joyce, Waldheim, Wortham, or Smith was an officer or employee of Energy Transfer or any of its affiliates, including us, or served as an officer of any company with respect to which any of our executive officers served on such company’s board of directors.

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.

(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 15 in Part II, Item 8 “Financial Statements and Supplementary Data”. Although the CRSU awards may only be settled in cash, they are based upon the value of USAC common units and are accounted for as equity awards within these compensation tables.

(2)Represents the awards earned under the Bonus Plan for each of the NEOs. Amounts earned for the 2024 year will be paid after the Partnership’s audited financials are finalized.

(3)See the chart below for a detailed breakdown of amounts reported in this column for 2024:

We have included distribution payments in connection with distribution equivalent rights on unvested Phantom Unit awards. See notes (6) and (7) below for additional amounts included for Messrs. Long and Kimble, respectively. See note (9) below regarding certain benefits provided to Mr. Green during 2024.

(4)In 2024, Mr. Paulsen received a one-time cash signing bonus of $125,000, which will be paid at the same time as the bonus amounts under the Bonus Plan.

(5)Mr. Long retired from the Partnership on December 31, 2024. Pursuant to the Long Separation Agreement and subject to certain covenants contained therein, 100% of his unvested Phantom Units vested or will vest in connection with his retirement. Under the terms of Mr. Long’s award agreements for these Phantom Units, which were granted in previous years, 40% of these Phantom Units would vest upon his retirement. The value reported reflects the incremental value associated with modifications to his outstanding Phantom Unit awards in connection with his retirement and with respect to the accelerated vesting of the remaining 60% of these Phantom Units. 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.

(6)In connection with Mr. Long’s retirement, he received a separation payment of $991,938 under the terms of the Long Separation Agreement. The incremental value of his accelerated Phantom Units is reported in the “Equity Awards” column and is not included in this amount. Additionally, the value of the vested Phantom Units Mr. Long was entitled to upon his retirement is not reported in this Summary Compensation Table, as this value was reflected as compensation in the summary compensation tables for the years in which each such award was granted.

(7)Mr. Kimble left the Partnership on December 6, 2024. In connection with his departure, he will receive a separation payment of $1,055,720 under the terms of the Kimble Separation Agreement.

(8)In 2022, Mr. Kimble was granted a one-time lump sum payment of $9,750 by the Compensation Committee.

(9)For administrative reasons, in 2024 Mr. 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 Code. As part of the shared services model, all USAC employees moved to these Energy Transfer employee plans beginning in 2025. As these benefits were offered to all employees of Energy Transfer during 2024 and to all employees of USAC beginning in 2025, we do not classify these benefits as perquisites.

Grants of Plan-Based Awards during the Year Ended December 31, 2024

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

(1)These awards were granted in 2024 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 2024 have been reflected within the Summary Compensation Table above, which was prorated for Mr. Green based on the amount of time he was employed with the Partnership during 2024.

(2)The RSUs granted to our NEOs on December 5, 2024 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 the NEO. If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his then-unvested RSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement. If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his then-unvested RSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement. 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, 2024 were granted in tandem with a corresponding DER.

(3)The CRSUs granted to our NEOs on December 5, 2024 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, 2025. All these CRSUs will also vest in full upon a Change in Control (as defined in the CRU Plan) or the death or Disability (as defined in the CRU Plan) of the NEO. If the NEO retires after attaining the age of 65 and has been employed by us, the General Partner, or our affiliates for at least five years, 60% of his then-unvested CRSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement. If the NEO is at or over age 68 at the time of retirement and has been employed by us, the General Partner, or our affiliates for at least five years, 50% of his then- unvested CRSUs granted in 2024 will be forfeited, and the remainder will vest, at the time of retirement. 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)Mr. Long retired from the Partnership on December 31, 2024. Pursuant to the Long Separation Agreement and subject to certain covenants contained therein, 100% of his unvested Phantom Units vested or will vest in connection with his retirement. Under the terms of Mr. Long’s award agreements for these Phantom Units, which were granted in previous years, 40% of these Phantom Units would vest upon his retirement. The value reported reflects the incremental value associated with modifications to his outstanding Phantom Unit awards in connection with his retirement and with respect to the accelerated vesting of the remaining 60% of these Phantom Units.

(5)In lieu of an annual bonus award under our Bonus Plan, Mr. Paulsen received a one-time cash signing bonus of $125,000, which will be paid at the same time as the bonus amounts under the Bonus Plan. The Compensation Committee approved Mr. Paulsen’s long-term equity incentive award target in connection with his appointment in November 2024, however in December 2024 it granted Mr. Paulsen the option to elect a 75% RSU and 25% CRSU split, consistent with the other NEOs.

(6)The reported grant date fair value of unit awards was calculated by multiplying the closing price of the Partnership’s common units on the grant date by the number of units granted, as required by FASB ASC Topic 718. The closing price of the Partnership’s common units was $22.94 on October 2, 2024 and $23.21 on December 5, 2024.

Outstanding Equity Awards as of December 31, 2024

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, 2020, 2021, 2022, 2023 and 2024 that were outstanding as of December 31, 2024, 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, 2024.

(1)Includes Phantom Units granted pursuant to the LTIP on December 5, 2020, to the following NEOs, of which the following remain unvested as of December 31, 2024: Mr. Long – 85,408; Mr. Owens – 4,822; Mr. Scheller – 19,694 and Mr. Porter – 18,568. These remaining unvested Phantom Units will vest on December 5, 2025, subject to the terms of the award agreement.

(2)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, 2024: Mr. Long – 73,152; Mr. Owens – 4,010; Mr. Scheller – 19,278 and Mr. Porter – 19,251. These remaining unvested Phantom Units will vest on December 5, 2026, subject to the terms of the award agreement.

(3)Includes Phantom Units granted pursuant to the LTIP on December 5, 2022, to the NEOs as follows: Mr. Long – 193,611; Mr. Owens – 8,165; Mr. Scheller – 41,916 and Mr. Porter – 40,762. The Phantom Units granted on December 5, 2022, vest incrementally, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027, subject to the terms of the award agreement.

(4)Includes Phantom Units granted pursuant to the LTIP on December 5, 2023, to the NEOs as follows: Mr. Long – 157,803; Mr. Owens – 8,532; Mr. Scheller – 35,836 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.

(5)Mr. Scheller was awarded an LTIP award on February 17, 2023 for 18,753 Phantom Units, with 60% of the Phantom Units vesting on December 5, 2025, and the remaining 40% of the Phantom Units vesting on December 5, 2027, subject to the terms of the award agreement.

(6)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. Scheller – 28,310; 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.

(7)Includes CRSUs granted pursuant to the CRU Plan on December 5, 2024, to the NEOs as follows: Mr. Green – 28,090; Mr. Paulsen –18,750; Mr. Scheller – 9,440; and Mr. Porter – 9,210 CRSUs. The CRSUs granted on December 5, 2024 vest 1/3 on each of December 5, 2025, 2026 and 2027, subject to the terms of the award agreement.

(8)Mr. Kimble left the Partnership effective December 6, 2024, at which time Mr. Kimble’s unvested equity awards were forfeited.

(9)Mr. Long retired from the Partnership on December 31, 2024. Pursuant to the Long Separation Agreement, following execution of such agreement and the expiration of a seven (7) day revocation period, 305,984 of Mr. Long’s Phantom Units vested. The remaining 203,990 Phantom Units, together with any accrued DERs on such unvested common units, are subject to delayed vesting in accordance with Section 409A of the Code, and will vest on July 1, 2025, subject to the terms of the Long Separation Agreement.

(10)The market value of the Phantom Units, RSUs and CRSUs are calculated by multiplying $23.56, the closing price of the Partnership’s common units on December 31, 2024 by the number of Phantom Units, RSUs or CRSUs outstanding.

Units Vested During the Year Ended December 31, 2024

The following table provides information regarding the vesting of Phantom Units held by the NEOs during 2024. No RSUs or CRSUs vested during 2024. There are no options outstanding on the Partnership’s common units.

(1)Mr. Long settled approximately 50% of his newly vested Phantom Units in cash in the amount of $2,242,736 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 96,627 vested Phantom Units were settled in our common units following such cash settlement. Additionally, pursuant to the Long Separation Agreement, following execution of such agreement and the expiration of a seven (7) day revocation period, which occurred after December 31, 2024, 305,984 of Mr. Long’s Phantom Units vested, which Mr. Long settled approximately 30% in cash in the amount of $2,142,794 (before taxes). The remaining 214,188 vested Phantom Units were settled in our common units following such cash settlement. The vesting of the remaining 203,990 Phantom Units, together with any accrued DERs on such unvested common units, is delayed in accordance with Section 409A of the Code, and will vest on July 1, 2025, subject to the terms of the Long Separation Agreement.

(2)Mr. Owens settled approximately 50% of his newly vested Phantom Units in cash in the amount of $113,613 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 4,894 vested Phantom Units were settled in our common units following such cash settlement.

(3)Mr. Scheller settled approximately 50% of his newly vested Phantom Units in cash in the amount of $481,561 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 20,747 vested Phantom Units were settled in our common units following such cash settlement.

(4)Mr. Porter settled approximately 40% of his newly vested Phantom Units in cash in the amount of $385,820 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 24,933 vested Phantom Units were settled in our common units following such cash settlement.

(5)Mr. Kimble settled approximately 50% of his newly vested Phantom Units in cash in the amount of $426,646 (before taxes), which cash settlement was reported as a disposition of those Phantom Units. The remaining 18,380 vested Phantom Units were settled in our common units following such cash settlement.

(6)The value realized on the vesting of Phantom Units was calculated by multiplying $23.21, the closing price of the Partnership’s common units on the date of vesting (December 5, 2024) by the number of Phantom Units vesting on such date.

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 Agreements

As previously noted, each of Messrs. Porter and Kimble is or was party to an Employment Agreement providing for certain payments and benefits upon certain terminations of employment. For the purposes of the following description, the “Company” means USAC Management with respect to Messrs. Porter and Kimble. All capitalized terms used in the following description but not defined therein will have the definitions set forth in the referenced document.

The Employment Agreements provide for the following in the event of a termination of the NEO without Cause or by the NEO with Good Reason (each as defined in the Employment Agreements and set forth below): (i) semi-monthly severance payments for the one-year period following the NEO’s Separation from Service (the “Severance Period”) in an amount totaling the higher of the NEO’s Base Salary for (a) the current year and (b) any previous year during the term of the Employment Agreement (the “Severance Payment”); (ii) the entire amount of any earned Annual Bonus for the year preceding the year in which the NEO is terminated by the Company for “convenience” (as defined in the Employment Agreements and set forth below) or resigns for Good Reason; (iii) a pro rata portion (based on the number of days the NEO was employed during the year) of any earned Annual Bonus for the year in which the NEO is terminated without Cause or resigns for Good Reason; (iv) continued health insurance benefits for the NEO and his eligible dependents for a period of 24 months following his Separation from Service (the “Coverage Period”), as follows: (a) for the first 12 months of the Coverage Period, the Company will provide such health insurance coverage at its own expense (other than the NEO’s monthly cost-sharing contribution under the Company’s group health plan, as in effect at the time of the NEO’s Separation from Service); (b) for the following six months of the Coverage Period, such health insurance coverage will be at the NEO’s sole expense; and (c) for the final six months of the Coverage Period, the Company will be responsible for the proportion of the cost of such health insurance coverage that the NEO covered in the first 12 months of the Coverage Period; and the NEO will be responsible for the proportion that the Company covered during the first 12 months of the Coverage Period; and (v) within 30 days of the NEO’s Separation from Service, all earned but unpaid base salary and paid time off. The NEO’s right to the Severance Payment and continued health insurance benefits described in (i) and (iv) of the preceding sentence are subject to (1) the NEO’s execution of a release of claims against the Company within 45 days of such NEO’s Separation from Service and (2) the NEO’s compliance with the continuing obligations under his Employment Agreement, including confidentiality, non-compete and non-solicit obligations.

In the event of the termination of Mr. Porter’s or Mr. Kimble’s employment by the Company without Cause or by the NEO with Good Reason within two years of a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Severance Payment will be paid in a lump sum on the Company’s first regular payroll date that occurs on or after 30 days after the date of the NEO’s Separation from Service.

In the event of a termination of Mr. Porter’s or Mr. Kimble’s employment due to death or Disability (as defined in the Employment Agreements), the Company shall pay the following to the NEO or the NEO’s estate: (i) the entire amount of any earned Annual Bonus for the year preceding the year in which the NEO dies or becomes Disabled; (ii) a pro rata portion (based on the number of days employed during the year) of any earned Annual Bonus for the year in which the NEO dies or becomes Disabled; and (iii) all earned but unpaid base salary and paid time off. In the event of the NEO’s death during the Severance Period, the Severance Payment will be paid in a lump sum within 30 days of his death.

As used in the Employment Agreements, a termination for “convenience” generally means an involuntary termination for any reason, including, under certain circumstances, a failure to renew the employment agreement at the end of an initial term or any renewal term, other than a termination for “Cause.” “Cause” is defined in the Employment Agreements to mean (i) any material breach of the Employment Agreement, including the material breach of any representation, warranty or covenant made under the Employment Agreement by the NEO, (ii) the NEO’s breach of any applicable duties of loyalty to the Company or any of its affiliates, gross negligence or material misconduct, or a significant act or acts of personal dishonesty or deceit, taken by the NEO, in the performance of the duties and services required of the NEO that is demonstrably and significantly injurious to the Company or any of its affiliates, (iii) conviction of a felony or crime involving moral turpitude, (iv) the NEO’s willful and continued failure or refusal to perform substantially the NEO’s material obligations pursuant to the Employment Agreement or follow any lawful and reasonable directive from the CEO or the Board, as applicable, other than as a result of the NEO’s incapacity, or (v) a violation of federal, state or local law or regulation applicable to the business of the Company that is demonstrably and significantly injurious to the Company.

“Good Reason” is defined in the Employment Agreements to mean (i) a material breach by the Company of the Employment Agreement or any other material agreement with the NEO, (ii) a material reduction in the NEO’s base salary, other than a reduction that is generally applicable to all similarly situated employees of the Company, (iii) a material reduction in the NEO’s duties, authority, responsibilities, job title or reporting relationships, (iv) a material reduction by the Company in the facilities or perquisites available to the NEO, other than a reduction that is generally applicable to all similarly situated employees, or (v) the relocation of the geographic location of the NEO’s current principal place of employment by more than 50 miles from the location of the NEO’s principal place of employment as of the effective date of the Employment Agreement.

“Disability” is defined in the Employment Agreements as the NEO being unable to perform essential functions of his position, with reasonable accommodation, due to an illness or physical or mental impairment or other incapacity which continues for a period in excess of 20 consecutive weeks. The determination of Disability will be made by a physician selected by the NEO and acceptable to the Company or its insurers.

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 provides for (i) vesting of 40% of the outstanding, unvested Phantom Units if the NEO voluntarily retires between the ages of 65–68 and has been employed by us, the Company, or our affiliates for at least 10 years (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested Phantom Units if the NEO voluntarily retires at or over the age 68 and has been employed by us, the Company or our affiliates for at least 10 years (with the remaining 50% being forfeited). The Restricted Unit Agreement similarly provides for (i) vesting of 40% of the outstanding, unvested RSUs if the NEO voluntarily retires between the ages of 65–68, has been employed by us, the Company, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 60% being forfeited), and (ii) vesting of 50% of the outstanding, unvested RSUs if the NEO voluntarily retires at or over the age 68, has been employed by us, the Company, or our affiliates for at least five years, and has held the award for at least a year (with the remaining 50% being forfeited). 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 event with respect to any award which provides for the deferral of compensation and is subject to section 409A of the Code, then, to the extent required to comply with section 409A of the Code, the NEO must also be considered “disabled” within the meaning of section 409A(a)(2)(C) of the Code. A determination of Disability may be made by a physician selected or approved by the Compensation Committee and, in this respect, NEOs shall submit to an examination by such physician upon request by the Compensation Committee.

Vesting and Change in Control Benefits–CRU Plan

On December 5, 2024, the Compensation Committee adopted the Time-Vested Cash Restricted Unit Agreement (the “CRU Agreement”), which (i) provides for incremental vesting of CRSUs over three years (1/3 on the first December 5 following the grant, 1/3 on the second December 5 following the grant, and the remaining 1/3 on the third December 5 following the grant) and (ii) provides for vesting of 100% of the outstanding, unvested CRSUs in the event of (a) a Change in Control (as defined under the CRU Plan and set forth below) or (b) the death or Disability of the NEO. Also, under the CRU Agreement, if the NEO has been employed by the Partnership, the Company, a subsidiary or an affiliate of the Partnership, the Company or a subsidiary for at least five years and is at least 65 at the time of his voluntary retirement, 60% of his then-unvested CRSUs will be forfeited, and the remainder will vest, at the time of retirement. 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 CRU Agreement, an illness or injury that lasts at least six continuous months, is expected to be permanent and renders the participant unable to carry out his or her duties to the Company, the Partnership or an affiliate of the Company or the Partnership.

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, 2024, 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 $23.56, which was the closing price of the Partnership’s common units on December 31, 2024.

(1)Includes accrued and unpaid salary and, with respect to Mr. Green, accrued and unused paid time off.

(2)In the event of the NEO’s cessation of service for any reason, other than as set forth below, 100% of the NEO’s Phantom Units and RSUs that have not vested prior to or in connection with such cessation of service shall be automatically forfeited. With respect to the Phantom Units, if the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least 10 years, 60% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least 10 years, 50% of his then-unvested Phantom Units will be forfeited, and the remainder will vest, at the time of retirement. With respect to the RSUs, if the NEO retires after attaining the age of 65 and has been employed by us, our General Partner, or our affiliates for at least five years, 60% of his then-unvested RSUs will be forfeited, and the remainder will vest, at the time of retirement and, if the NEO is at or over age 68 at the time of retirement and has been employed by us, our General Partner, or our affiliates for at least five years, 50% of his then-unvested RSUs will be forfeited, and the remainder will vest, at the time of retirement; provided that, for the retirement vesting of RSUs, the NEO must have held the award for at least a year. 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)Mr. Long retired from the Partnership on December 31, 2024. In exchange for Mr. Long’s execution of the Long Separation Agreement, and as approved by our Compensation Committee, we paid Mr. Long a separation payment of $962,400, and an additional $29,538, representing 24 months of health-insurance coverage under the Partnership’s health insurance plan (collectively, the “Long Separation Payment”). Additionally, under the terms of the Long Separation Agreement, Mr. Long’s 509,974 unvested Phantom Units vested or will vest in full, which, based on the December 31, 2024 closing price of our units, are valued at $12,014,987. The Long Separation Payment was paid in a lump sum. Under the terms of the Long Separation Agreement, Mr. Long released all claims against us, and agreed to certain non-disparagement, non-solicit, and confidentiality obligations. Mr. Long also received $5,691 in accrued, unpaid salary. The total aggregate value of the accrued, unpaid salary, the Long Separation Payment, and the unit vesting received by Mr. Long pursuant to the Long Separation Agreement is $13,012,616.

(5)The listed salary for Mr. Porter represents his accrued but unused paid time off and accrued and unpaid salary as of December 31, 2024 plus, with respect to the first two columns, his base salary as of December 31, 2024. 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 8 below.

(6)The listed bonus amount for Mr. Porter is his pro rata bonus awarded with respect to the year ended December 31, 2024, and his bonus awarded with respect to the year ended December 31, 2023.

(7)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.

(8)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.

(9)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, 2024, and his bonus awarded with respect to the year ended December 31, 2023.

(10)The NEOs are not entitled to a certain level of compensation in the event of continued employment following a Change in Control, but for purposes of this table it is assumed that the NEO would continue to receive a level of base salary, bonus, benefits, and other compensation in the event of continued employment following a Change in Control that is the same as, or similar to, the amounts shown in the Summary Compensation Table. Accordingly, no additional amounts are shown for salary, bonus, or health and welfare plan benefits because those amounts would remain as in effect at the time of the Change in Control, and only the acceleration values of outstanding equity at the time of a Change of Control have been reflected.

(11)Mr. Kimble left the Partnership on December 6, 2024. In exchange for Mr. Kimble’s execution of the Kimble Separation Agreement, and as approved by our Compensation Committee, Mr. Kimble became entitled to receive (i) a separation payment of $972,088, which amount primarily consists of amounts owed to Mr. Kimble pursuant to Mr. Kimble’s Employment Agreement; (ii) earned but unused paid time off as of December 6, 2024 in the amount of $24,556; and (iii) a lump-sum payment of $59,077 representing the full cost of the premium for twenty-four (24) months of health insurance coverage under the Partnership’s health insurance plan. These amounts will be paid in a lump sum following a deferral period in compliance with Section 409A of the Code. Under the terms of the Kimble Separation Agreement, Mr. Kimble released all claims against us, and agreed to certain non-disparagement, non-solicit, and confidentiality obligations. The total amount payable to Mr. Kimble pursuant to the Kimble Separation Agreement is $1,055,720.

CEO Pay Ratio

Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, require us to provide certain information about the relationship of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer as of December 31, 2024, M. Clint Green (our “CEO”). The total compensation reported below for Mr. Green is based on annualized amounts for those compensation components that were prorated for 2024. These annualized components of Mr. Green’s compensation are base salary, bonus and 401(k) contributions. The employees providing services to us are directly employed by USAC Management, therefore we do not have employees for purposes of the pay ratio rules. 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. In accordance with Item 402(u), we are basing the following pay-ratio information on the same median employee that we selected in 2023. There has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure for 2024.

For 2024, our last completed fiscal year:

•The median of the annual total compensation of all employees (other than the CEO) was $114,565.

•The annual total compensation of our CEO, reported in the Summary Compensation Table included elsewhere within this Form 10-K, plus an additional amount that reflects the annualizing of his base salary, bonus and 401(k) contributions was $3,774,222.

•Based on this information, for 2024 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 32.9 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, 2023, our employee population consisted of approximately 822 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, 2023.

•We selected December 31, 2023, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.

•We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, compensation received from equity award vesting, and any other compensation items reported to the Internal Revenue Service on Form W-2 for 2023.

•We 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 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $114,565.

•With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Form 10-K plus an additional amount that reflects the annualizing of his base salary, bonus and 401(k) contributions.

Director Compensation

For the year ended December 31, 2024, Mr. Eric Long was the only NEO who also served as a director, and he did not receive additional compensation for his service on the Board. Mr. Long’s compensation as an NEO is reflected in the Summary Compensation Table above (Mr. Long resigned from his position as a member of the Board and as President and Chief Executive officer of the Partnership effective October 2, 2024). Officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates who also serve as directors do not receive additional compensation for their service as directors. Our directors who are not officers, employees, paid consultants, or advisors of us or the General Partner or its affiliates receive cash and equity-based compensation for their services as directors. Our director compensation program is subject to revision by the Board from time to time.

The following table shows the total fees earned and other compensation paid in cash to each outside director during 2024.

(1)Represents the grant date fair value of our Phantom Units, calculated in accordance with ASC Topic 718. For a detailed discussion of the assumptions utilized in coming to these values, please see Note 15 in Part II, Item 8 “Financial Statements and Supplementary Data”. As of December 31, 2024, the outside members of the Board who receive equity awards held the following number of outstanding equity awards under the LTIP: Mr. Joyce: 14,727 Phantom Units; Mr. Waldheim: 14,727 Phantom Units; Mr. Wortham: 2,500 Phantom Units; and Mr. Harris 2,500 Phantom Units. Mr. Smith resigned from our Board in March 2024, but as of December 31, 2024 held 12,709 unvested Phantom Units. The Phantom Units granted in 2024 to Messrs. Joyce, Waldheim, Wortham, Harris and Smith vest incrementally, with 60% of the Phantom Units vesting on December 5, 2026, and the remaining 40% of the Phantom Units vesting on December 5, 2028. In the event of the director’s cessation of service due to death, Disability, or a Change in Control, 100% of his outstanding, unvested Phantom Units will vest immediately prior to such event.

(2)Amounts in this column reflect the value of DERs received by the directors with respect to their outstanding Phantom Unit awards.

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 grant with a value of $100,000; and (vi) a one-time director onboarding equity award of 2,500 Phantom Units. All Phantom Units granted pursuant to the Director Compensation Policy vest incrementally over five years and all outstanding, unvested Phantom Units vest in full in the event of the director’s death, Disability, or upon a Change in Control (each as defined in the LTIP). The Director Compensation Policy does not provide for per meeting attendance fees.

The following chart summarizes the Director Compensation Policy.