Welcome to our dedicated page for Usa Compression Partners Lp SEC filings (Ticker: USAC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
USA Compression Partners LP filings document the partnership's natural gas compression services business, operating results, limited partnership governance, and capital structure. Form 8-K reports include quarterly financial and operating results, Regulation FD investor materials, distribution-related disclosures, and material events affecting the partnership or its general partner.
The filing record also covers board changes at USA Compression GP, LLC, acquisition agreements and related registration rights from the completed J-W Energy and J-W Power transaction, shareholder voting and governance matters, and annual Form 10-K disclosures. These documents describe the partnership's compression fleet, customer base, cash flow measures, risk factors, ownership structure, and common-unit obligations.
USA Compression Partners, LP completed its previously announced acquisition of J-W Energy Company and J-W Power Company, which are now wholly owned subsidiaries. The partnership and its subsidiary paid aggregate consideration of approximately $860.0 million, consisting of 18,175,323 common units and about $430.0 million in cash, funded through available capacity under its revolving credit facility.
In connection with the deal, USA Compression entered into a registration rights agreement with the seller for the resale of the common units and granted the seller up to two underwritten offerings, while the seller agreed to lock-up restrictions on 50% of the units for six months and the remaining 50% for 12 months after closing. The parties also entered into a board observer agreement allowing Avril Westerman to serve as a non-voting board observer for one year. J-W Energy and J-W Power were added as guarantors under USA Compression’s credit agreement and its 7.125% senior notes due 2029 and 6.250% senior notes due 2033. The unit issuance was made as an unregistered offering under Section 4(a)(2), and related financial statements and pro forma information will be provided in an amendment within 71 days.
USA Compression Partners, LP has a new significant unitholder after completing the acquisition of J-W Energy Company. Westerman, Ltd., controlled by Westerman Interests, Inc., received 18,175,323 common units as part of the consideration for selling J-W Energy under a stock purchase agreement valued at approximately $860.0 million, split between $430.0 million in cash and common units valued at about $430.0 million.
These 18,175,323 common units represent about 12.9% of USA Compression’s outstanding common units, based on a total of 140,860,794 units. Westerman LP holds the units directly, while Westerman Interests, Inc., as general partner, may be deemed to share voting and dispositive power but disclaims beneficial ownership beyond its economic interest.
The units were acquired for investment purposes, and Westerman reserves flexibility to buy or sell units or consider strategic actions in the future, while currently stating no specific plans to change control or corporate structure. Lock-up provisions restrict transfers of the equity consideration for six to twelve months after closing, and Westerman LP has registration rights for resales and a non-voting board observer right for one year, filled by Avril Westerman.
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.
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.
USA Compression Partners, LP reported an equity award to a director-level insider. On January 2, 2026, the reporting person acquired 4,338 common units of USA Compression Partners, LP at a price of $0, increasing their beneficial ownership to 11,332 common units, held directly.
The new units are described as an award of Restricted Units granted under the USA Compression Partners, LP Long-Term Incentive Plan. These units are scheduled to vest 60% on December 5, 2028 and 40% on December 5, 2030, generally contingent on the reporting person’s continued employment with USA Compression Partners, LP or one of its affiliates through each vesting date. The reporting person serves as a director of USA Compression GP, LLC, the general partner that manages the partnership.
USA Compression Partners, LP insider equity grant reported
A director of USA Compression Partners, LP reported receiving an award of 4,338 common units on January 2, 2026. The filing shows these units were acquired at a stated price of $0, indicating they are a form of equity compensation rather than an open‑market purchase. Following this grant, the reporting person beneficially owns 53,453 common units directly.
The 4,338 units are structured as restricted units under the USA Compression Partners, LP Long-Term Incentive Plan. They are scheduled to vest 60% on December 5, 2028 and 40% on December 5, 2030, generally contingent on the director’s continued service with the partnership or its affiliates through each vesting date.
USA Compression Partners, LP reported an insider equity grant to one of its directors. On 01/02/2026, the director acquired 4,338 common units of USA Compression Partners, LP at a stated price of $0, increasing the director’s beneficial ownership to 53,453 common units, held directly.
The transaction represents an award of restricted units under the USA Compression Partners, LP Long-Term Incentive Plan. These restricted units are scheduled to vest 60% on December 5, 2028 and 40% on December 5, 2030, generally contingent on the director’s continued employment with the partnership or one of its affiliates on each vesting date. The reporting person serves as a director of USA Compression GP, LLC, the general partner that manages the issuer.
USA Compression Partners, LP reported an equity award to one of its directors. On 01/02/2026, the reporting person received 4,338 common units of USA Compression Partners, LP at a price of $0, increasing their beneficial ownership to 11,332 units held directly.
The award consists of restricted units granted under the USA Compression Partners, LP Long-Term Incentive Plan. These units are scheduled to vest 60% on December 5, 2028 and 40% on December 5, 2030, generally contingent on the director’s continued employment with USA Compression Partners, LP or its affiliates on each vesting date. The reporting person serves as a director of USA Compression GP, LLC, the general partner that manages USA Compression Partners, LP.
ALPS Advisors, Inc. and Alerian MLP ETF report beneficial ownership of 17,748,200 common units of USA Compression Partners LP, representing 14.47% of the outstanding class as of the event date. Both ALPS Advisors (a Colorado investment adviser) and Alerian MLP ETF (a Delaware investment company) report shared power to vote and dispose of these units, with no sole voting or dispositive power.
The units are held by investment funds advised by ALPS Advisors, and all securities are owned by these funds rather than directly by the adviser. ALPS Advisors disclaims beneficial ownership of the securities beyond what is required for Section 13(d) reporting. The reporting persons certify that the units were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of USA Compression Partners LP.
USA Compression Partners, LP reported insider equity transactions by an officer on 12/19/2025. The reporting person, who is Vice President and Controller of the general partner, settled vested phantom units, which are each economically equivalent to one common unit, partly in cash and partly in common units.
On that date, phantom units converted into 3,215 common units and separately into another 4,083 common units, while 1,608 common units and 2,042 common units were sold at $24.27 per unit. After these transactions, the officer directly owned 40,928 common units and held 2,721 phantom units as derivative securities, subject to vesting and forfeiture terms tied to continued service.