USA Compression Partners L.P. (USAC) filed a Form 8K - Changes to Articles of Incorporation or Bylaws; Change in Fiscal Year - with the U.S Securities and Exchange Commission on July 06, 2026.

Redomiciliation from Delaware to Texas

On July 6, 2026, USA Compression Partners, LP (the "Partnership") changed its state of formation from the State of Delaware to the State of Texas pursuant to a Plan of Conversion. This redomiciliation was approved by the board of directors of the general partner in reliance in part on the recommendation and Special Approval (as defined in the Delaware Partnership Agreement (as defined below)) of the Conflicts Committee (as defined in the Delaware Partnership Agreement).

The redomiciliation was accomplished by filing a Certificate of Conversion with the Delaware Secretary of State and a Certificate of Conversion and a Certificate of Formation with the Texas Secretary of State.

Following the redomiciliation:

*

The affairs of the Partnership ceased to be governed by the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act") and became subject to the Texas Business Organizations Code (the "TBOC"), and the certificate of limited partnership and Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Delaware Partnership Agreement") that were in effect immediately prior to the redomiciliation were replaced by the certificate of formation and Agreement of Limited Partnership of the Partnership (the "Texas Partnership Agreement") approved in connection with the redomiciliation and Plan of Conversion. For clarity, references in this filing to "the Delaware Partnership" mean the Partnership as it existed prior to the time of the redomiciliation; and references to "the Texas Partnership" mean the Partnership at the time of and following the redomiciliation.

*

The Partnership is deemed to be the same entity as it was prior to the redomiciliation, without interruption; all property that the Delaware Partnership had prior to the redomiciliation continues to be vested in the Texas Partnership; all debts, obligations and liabilities of the Delaware Partnership prior to the redomiciliation continue as the debts, obligations and other liabilities of the Texas Partnership after the redomiciliation; and, except as provided by law, all of the rights, privileges, immunities and powers which the Delaware Partnership possessed prior to the redomiciliation continue to be vested in the Texas Partnership without change after the redomiciliation.

*

All unitholders of the Delaware Partnership immediately before the redomiciliation remain unitholders of the Texas Partnership immediately after the redomiciliation, in that each common unit of the Delaware Partnership converted into a common unit of the Texas Partnership.

*

Each option, warrant or other right to acquire common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an outstanding option, warrant or other right to acquire common units of the Texas Partnership.

*

Each phantom unit award, restricted unit award, cash restricted unit award or restricted unit relating to the common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an equivalent phantom unit award, restricted unit award, cash restricted unit award or restricted unit of the Texas Partnership having the same terms and conditions as were in effect immediately prior to the redomiciliation.

*

Each employee benefit plan, incentive compensation plan or other similar plan of the Delaware Partnership which was in effect immediately prior to the redomiciliation continues to be an employee benefit plan, incentive compensation plan or other similar plan of the Texas Partnership following the redomiciliation.

*

Each director or officer of the general partner who was in office immediately before the redomiciliation continues to hold his or her respective office with the general partner following the redomiciliation of the Partnership. The general partner is redomiciling from Delaware to Texas concurrently with the Partnership and will remain the general partner of the Partnership following the redomiciliation.

The redomiciliation did not result in any change in the Partnership's CUSIP, trading symbol, federal tax identification number, or any material change in its business, offices, assets, liabilities, obligations or net worth, or employees. The Partnership continues to maintain its principal executive offices at 8115 Preston Road, Suite 700, Dallas, Texas 75225.

The rights of the unitholders were governed by the Delaware Partnership Agreement and the Delaware Act prior to the redomiciliation. Following the redomiciliation, the unitholders' rights are governed by the Texas Partnership Agreement, as in effect upon consummation of the redomiciliation, and the TBOC. The Partnership believes that the rights and obligations of unitholders of the Partnership contained in the Delaware Partnership Agreement immediately prior to the conversion are substantially the same as the rights and obligations of unitholders of the Partnership contained in the Texas Partnership Agreement immediately after the conversion.

Set forth below is a comparison between the rights of a unitholder under the Delaware Partnership Agreement and the Delaware Act, on the one hand, and the rights of a holder of units under the Texas Partnership Agreement and the TBOC, on the other hand. The comparison below is by its nature a summary and does not include descriptions of all of the terms in the Delaware Partnership Agreement or Texas Partnership Agreement or of all statutory provisions in the Delaware Act or the TBOC.

The following summary does not reflect any rules of the New York Stock Exchange or any other national exchange that may apply to the Partnership in connection with the matters discussed. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, the Delaware Act, the TBOC, the Delaware Partnership Agreement and the Texas Partnership Agreement.

Purpose and Term of Existence

Delaware Partnership

Texas Partnership

Engage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership.

Until dissolved pursuant to the terms of the Delaware Partnership Agreement.

Engage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership.

Until dissolved pursuant to the terms of the Texas Partnership Agreement.

Distributions of Available Cash

Delaware Partnership

Texas Partnership

Within 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners.

Available cash is defined in the Delaware Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to:

*

provide for the proper conduct of the business;

Within 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners.

Available cash is defined in the Texas Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to:

*

provide for the proper conduct of the business;

Delaware Partnership

Texas Partnership

*

comply with applicable law, any of the Delaware Partnership's debt instruments or other agreements; or

*

provide funds for distributions to the Delaware Partnership's unitholders for any one or more of the next four quarters.

*

comply with applicable law, any of the Texas Partnership's debt instruments or other agreements; or

*

provide funds for distributions to the Texas Partnership's unitholders for any one or more of the next four quarters.

Distributions upon Liquidation

Delaware Partnership

Texas Partnership

Proceeds from the liquidation of the Delaware Partnership's assets will be used to discharge the liabilities of the Delaware Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences. Proceeds from the liquidation of the Texas Partnership's assets will be used to discharge the liabilities of the Texas Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences.

Merger and Consolidation

Delaware Partnership

Texas Partnership

Merger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances set forth in the Delaware Partnership Agreement, the general partner can convert or merge the Delaware Partnership into another limited liability entity without the approval of the limited partners. Merger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances