Cactus, Inc. 8-K

What Happened
Cactus, Inc. (WHD) announced on January 2, 2026 that it closed the previously disclosed transaction creating a joint venture with Baker Hughes and entered into an Amended and Restated Limited Liability Company Agreement for the joint venture. The Baker Member is Baker Hughes Pressure Control Holdings LLC (an indirect Baker Hughes subsidiary); Cactus participates as the Cactus Member. The LLC Agreement sets an Exit Option allowing a buy/sell of Baker Hughes’ membership interests beginning after the joint venture’s second anniversary, with the Exit Price based on an enterprise value equal to six times the joint venture’s Adjusted EBITDA (subject to a $660,000,000 cap and, if Cactus elects to buy, a $530,000,000 floor).

Key Details

• Closing date / filing: 8-K filed January 2, 2026; press release furnished same date.
• Exit Option valuation: enterprise value = 6x Adjusted EBITDA, capped at $660,000,000; if Cactus elects to purchase, a minimum valuation of $530,000,000.
• Governance & veto rights: while Baker Hughes holds interests, the Cactus Member must operate the business in the ordinary course and avoid actions intended to reduce the Exit Price; certain major actions require >75% board approval and include consent of a Baker-appointed director unless Baker is in default.
• Restrictions: transfer restrictions on membership interests and non-compete obligations for both Cactus and Baker Hughes concerning surface pressure-control products and related services in specified countries.
• Financial filings: Cactus will file the acquired business’ historical financial statements and required pro forma financial information by amendment to this 8-K within 71 days.

Why It Matters
This filing finalizes a material strategic joint venture for Cactus in pressure-control products/services with defined governance, buyout mechanics and protections for valuation. Investors should note the clear buy/sell timeline and valuation formula (6x Adjusted EBITDA, $530M–$660M range), the non-compete provisions that limit competitive exposure in covered markets, and that Cactus will provide historical and pro forma financials within the next 71 days to show the transaction’s reported financial impact.