USA Compression Partners: issues 34,467,347 Class A units to J-W Energy

What happened The filing reports that on Oct 1, 2026 USA Compression Partners, LP, together with certain of its subsidiaries, consummated several internal reorganization transactions and issued 34,467,347 newly created Class A units representing limited partner interests in the Partnership to J-W Energy Company, an indirect wholly owned subsidiary of the Partnership, as consideration for J-W Energy’s contribution of all of its interests in a wholly owned subsidiary. The Class A Units were valued at $26.7206 per Class A Unit based on the volume-weighted average price of the Partnership’s common units for the 15-day trading period ending on Sep 25, 2026. The filing states the Class A Units were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Key details

• 34,467,347 Class A units issued to J-W Energy on Oct 1, 2026; Class A Unit Issue Price $26.7206 per unit (VWAP for 15-day period ending Sep 25, 2026).
• Class A Units are not convertible or exchangeable into Common Units or other units, are non-redeemable, and will not be traded on any public securities market.
• Class A Units are entitled to distributions of available cash (other than available cash attributable to distributions or dividends from the J-W Group, proceeds of any sale of capital stock of any member of the J-W Group, or interest payments received by the Partnership from the J-W Group) at a fixed rate equal to 9.25% per annum (2.3125% per quarter) of the Class A Unit Issue Price.
• USA Compression GP, LLC entered into Amendment No. 1 to the Agreement of Limited Partnership on Oct 1, 2026 to reflect establishment and issuance of the Class A Units and to set allocation and distribution rules (including exclusions for J-W Group items) as described in the filing.

Why it may matter The filing reports Item 3.02 (Unregistered sales of equity securities), which covers the private issuance of the Class A Units, and Item 5.03 (Amendments to articles of incorporation or bylaws), which covers the LPA Amendment establishing the terms and allocations for the Class A Units. The filing does not show why the insider traded or why the company acted.