Westerman Ltd reports 18.2M USAC units on Form 3

Westerman, Ltd. filed an initial ownership report as a 10% owner of USA Compression Partners, LP, disclosing beneficial ownership of 18,175,323 Common Units representing limited partner interests, held directly.

Rhea-AI Filing Summary

Westerman, Ltd. filed an initial ownership report as a 10% owner of USA Compression Partners, LP, disclosing beneficial ownership of 18,175,323 Common Units representing limited partner interests, held directly. These units were received as part of the consideration in a stock purchase agreement under which a USA Compression subsidiary agreed to acquire all of the capital stock of J-W Energy Company from Westerman, Ltd.

The acquisition carried an aggregate purchase price of approximately $860.0 million, consisting of $430.0 million in cash and USA Compression common units valued at approximately $430.0 million. The acquisition closed on January 12, 2025, and this Form 3 reflects Westerman, Ltd.’s resulting ownership position as a significant unitholder.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Westerman, Ltd.

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 (Direct)

Footnotes (1)

1. F1. 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").

FAQ

Who is the reporting person on this USA Compression Partners (USAC) Form 3?

The reporting person is Westerman, Ltd., which is identified as a 10% owner of USA Compression Partners, LP.

How many USA Compression Partners (USAC) common units does Westerman, Ltd. report on Form 3?

Westerman, Ltd. reports beneficial ownership of 18,175,323 Common Units representing limited partner interests in USA Compression Partners, LP, held directly.

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

Westerman, Ltd. received the reported Common Units as part of the consideration in a Stock Purchase Agreement where a USA Compression subsidiary agreed to buy all issued and outstanding capital stock of J-W Energy Company from Westerman, Ltd.

What was the total purchase price in the J-W Energy acquisition involving USA Compression Partners (USAC)?

The acquisition had an aggregate purchase price of approximately $860.0 million, subject to customary adjustments, consisting of $430.0 million in cash and USA Compression common units valued at approximately $430.0 million.

When did the J-W Energy acquisition involving USA Compression Partners (USAC) close?

The acquisition described in the Form 3 closed on January 12, 2025, referred to as the Closing.

Is Westerman, Ltd.’s ownership in USA Compression Partners (USAC) direct or indirect?

The Form 3 shows Westerman, Ltd.’s ownership of the 18,175,323 Common Units as direct (D) beneficial ownership.

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Accepted by SEC EDGAR 01/14/2026 - 01:28 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Westerman, Ltd.

(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	D

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").

	/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.
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