Westerman Interests, Inc. (NYSE: USAC) reports 18.2M unit stake

Rhea-AI Filing Summary

Westerman Interests, Inc. filed an initial ownership report as a 10% owner of USA Compression Partners, LP. The filing shows indirect beneficial ownership of 18,175,323 Common Units representing limited partner interests, held of record by Westerman, Ltd., for which Westerman Interests, Inc. serves as sole general partner with power to direct voting and disposition. The units were received by Westerman, Ltd. as part of consideration under a stock purchase agreement where a subsidiary of USA Compression Partners agreed to acquire all outstanding capital stock of J-W Energy Company for an aggregate purchase price of approximately $860.0 million, consisting of $430.0 million in cash and Common Units valued at approximately $430.0 million. The acquisition closed on January 12, 2025, and Westerman Interests, Inc. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Westerman Interests, Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
holding	Common Units Representing Limited Partner Interests	--	--	--

Holdings After Transaction: Common Units Representing Limited Partner Interests — 18,175,323 shares (Indirect, By virtue of serving as the sole general partner of Westerman, Ltd.)

Footnotes (1)

1. Westerman, Ltd. ("Westerman LP") received the Common Units reported in this Form 3 as part of the consideration under that certain Stock Purchase Agreement (the "Purchase Agreement"), dated November 29, 2025, among the Issuer, USA Compression Partners, LLC, a wholly owned subsidiary of the Issuer (the "Buyer"), Westerman LP, J-W Energy Company ("J-W Energy") and J-W Power Company, pursuant to which the Buyer agreed to purchase all of the issued and outstanding capital stock of J-W Energy from Westerman LP for an aggregate purchase price of approximately $860.0 million, subject to certain customary adjustments as set forth in the Purchase Agreement (the "Acquisition"), consisting of (i) $430.0 million of cash and (ii) Common Units of the USA Compression Partners, LP with a value of approximately $430.0 million. The Acquisition closed on January 12, 2025 (the "Closing"). The reported Common Units are held of record by Westerman, Ltd. Westerman Interests, Inc., as the sole general partner of Westerman, Ltd., may be deemed to beneficially own the Common Units held directly by Westerman, Ltd. by virtue of its power to direct the voting and disposition of such securities. Westerman Interests, Inc. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Westerman Interests, Inc.

(Last) (First) (Middle)

16479 N. DALLAS PARKWAY, STE 110, LB-14

(Street)

ADDISON TX 75001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/12/2026

3. Issuer Name and Ticker or Trading Symbol
USA Compression Partners, LP [ USAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units Representing Limited Partner Interests(1)	18,175,323	I	By virtue of serving as the sole general partner of Westerman, Ltd.(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Westerman, Ltd. ("Westerman LP") received the Common Units reported in this Form 3 as part of the consideration under that certain Stock Purchase Agreement (the "Purchase Agreement"), dated November 29, 2025, among the Issuer, USA Compression Partners, LLC, a wholly owned subsidiary of the Issuer (the "Buyer"), Westerman LP, J-W Energy Company ("J-W Energy") and J-W Power Company, pursuant to which the Buyer agreed to purchase all of the issued and outstanding capital stock of J-W Energy from Westerman LP for an aggregate purchase price of approximately $860.0 million, subject to certain customary adjustments as set forth in the Purchase Agreement (the "Acquisition"), consisting of (i) $430.0 million of cash and (ii) Common Units of the USA Compression Partners, LP with a value of approximately $430.0 million. The Acquisition closed on January 12, 2025 (the "Closing").

2. The reported Common Units are held of record by Westerman, Ltd. Westerman Interests, Inc., as the sole general partner of Westerman, Ltd., may be deemed to beneficially own the Common Units held directly by Westerman, Ltd. by virtue of its power to direct the voting and disposition of such securities. Westerman Interests, Inc. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	/s/ Avril Westerman	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the USAC Form 3 filed by Westerman Interests, Inc. report?

The Form 3 reports that Westerman Interests, Inc. is a 10% owner of USA Compression Partners, LP (USAC) and indirectly holds 18,175,323 Common Units representing limited partner interests through Westerman, Ltd.

How many USA Compression Partners (USAC) units are reported as beneficially owned?

The filing shows indirect beneficial ownership of 18,175,323 Common Units of USA Compression Partners, LP, with the units held of record by Westerman, Ltd..

Is the USAC ownership held directly by Westerman Interests, Inc.?

No. The Common Units are held of record by Westerman, Ltd.. Westerman Interests, Inc., as the sole general partner of Westerman, Ltd., may be deemed to beneficially own the units by virtue of its power to direct voting and disposition, and it disclaims beneficial ownership except to the extent of its pecuniary interest.

How did Westerman, Ltd. obtain its USA Compression Partners (USAC) units?

Westerman, Ltd. received the Common Units as part of consideration under a Stock Purchase Agreement in which a subsidiary of USA Compression Partners agreed to purchase all outstanding capital stock of J-W Energy Company for approximately $860.0 million, consisting of $430.0 million in cash and Common Units valued at approximately $430.0 million.

When did the acquisition related to the USAC units close?

The acquisition of the capital stock of J-W Energy Company by a subsidiary of USA Compression Partners, for which part of the consideration was Common Units, closed on January 12, 2025.

What type of SEC filing is this for USA Compression Partners (USAC)?

This is a Form 3, which is an initial statement of beneficial ownership filed by a person or entity that becomes a director, officer, or 10% owner of a registered class of an issuer's equity securities.