[8-K] USA COMPRESSION PARTNERS LP Reports Material Event

Rhea-AI Filing Summary

Vestis Corporation (VSTS) Form 4 filing: On 1 July 2025, Chief Accounting Officer John Laveck was granted 41,119 restricted stock units (RSUs) of Vestis common stock at a purchase price of $0.00.

The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date (expected 1 July 2026, 2027 and 2028). Following the award, Laveck’s total beneficial ownership stands at 41,119 shares, all held directly. No derivative securities or additional transactions were reported.

The transaction is a routine equity incentive meant to align the newly appointed CAO’s interests with shareholders; it does not involve open-market purchases or sales and therefore has limited immediate market impact.

Positive

• Executive-shareholder alignment: 41,119 RSUs incentivize the CAO to focus on long-term company value.
• No cash outflow: Shares were granted at $0, preserving company liquidity.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant to CAO; aligns incentives but minimal short-term valuation impact.

This Form 4 discloses an inaugural equity award of 41,119 RSUs to Vestis’ Chief Accounting Officer, John Laveck. The zero-cost grant, subject to three-year vesting, is standard practice for executive retention and governance alignment. Because shares are not sold into the market and no cash changes hands, dilution is negligible and spread over future periods as the RSUs vest. Investors should view the filing as neutral: it signals normal onboarding compensation rather than insider conviction buying or selling.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 2, 2025

USA Compression Partners, LP

(Exact Name of Registrant as Specified in Charter)

Delaware

1-35779

75-2771546

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8117 Preston Road, Suite 510A

Dallas, Texas 75225

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (512) 473-2662

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common units representing limited partner interests

USAC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2025, the Compensation Committee (the “Compensation Committee”) of the board of directors of USA Compression GP, LLC (the “Company”), the general partner of USA Compression Partners, LP (the “Partnership”), approved a compensation package for Christopher W. Porter, the Company’s Vice President, General Counsel and Secretary.

Pursuant to this compensation package, Mr. Porter will receive an annual base salary of $435,000. Mr. Porter will also continue his participation in the Partnership’s Second Amended and Restated Annual Cash Incentive Plan, under which awards are determined annually, with reference to a target bonus amount of 105% of his annual base earnings, less applicable withholdings. This bonus is subject to Mr. Porter’s continued employment and will be paid on the same date that incentive cash bonuses are paid to the Company’s other executives. Mr. Porter will also continue his participation in the Partnership’s long-term equity incentive plan and the Partnership’s Long-Term Cash Restricted Unit Plan, with an initial target value of 250% of his annual base salary. Mr. Porter intends to relocate to the Partnership’s headquarters in Dallas, Texas by June 2026. Additionally, the Company and Mr. Porter agreed to (i) amend the Employment Agreement, effective January 1, 2017, between Mr. Porter and a subsidiary of the Company (the “Employment Agreement”) to remove the right of Mr. Porter to terminate the Employment Agreement due to a relocation of his principal place of employment; and (ii) not renew the Employment Agreement at the end of its current term, which for clarity does not result in Mr. Porter's termination of employment.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						USA COMPRESSION PARTNERS, LP
						By:			USA Compression GP, LLC,
									its General Partner
Date:			July 3, 2025			By:			/s/ Christopher W. Porter
									Christopher W. Porter
									Vice President, General Counsel and Secretary

FAQ

How many Vestis (VSTS) shares did CAO John Laveck acquire?

41,119 restricted stock units were granted to him according to the Form 4.

What is the vesting schedule for the RSUs granted to John Laveck?

They vest in three equal annual installments starting one year after the 1 July 2025 grant date.

What price did John Laveck pay for the shares?

The RSUs were granted at $0.00 per share; no cash payment was required.

How many Vestis shares does the CAO beneficially own after the transaction?

He now beneficially owns 41,119 shares, all held directly.

When was the Form 4 for this insider transaction filed?

The filing was signed and submitted on 3 July 2025.