UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________

(MARK ONE)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 001-38390

______________________________________________________________________________

Cactus, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________


Delaware		35-2586106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

920 Memorial City Way, Suite 300		77024
Houston,	Texas	(Zip Code)
(Address of principal executive offices)

(713) 626-8800

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

WHD

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October~~May 296, ~~2025~~2026, the registrant had 6869,~~840~~418,~~127~~430 shares of Class A common stock, $0.01 par value per share, and 1110,~~007~~758,~~337~~435 shares of Class B common stock, $0.01 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		i
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2016
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2723
Item 4.	Controls and Procedures	2723
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2824
Item 1A.	Risk Factors	2824
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2925
Item 5.	Other Information	2925
Item 6.	Exhibits	2926
	Signatures	3027

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements described under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (our “~~2024~~2025 Annual Report”), and under “Part II, Item 1A. Risk Factors” in ~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and in~~ this Quarterly Report and other cautionary statements contained herein and in our Exchange Act filings. Forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Should one or more of the risks or uncertainties described in our ~~2024~~2025 Annual Report or other Exchange Act filings occur, or should underlying assumptions prove incorrect, our actual results could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except per share data)	~~September~~March 3031,~~2025~~2026		December 31,~~2024~~2025
Assets
Current assets
Cash and cash equivalents	$	~~445~~291,~~614~~609	$	~~342~~123,~~843~~571
Accounts receivable, net of allowance of $4,223 and $3,779, respectively	201,382		191,627
Restricted cash	—		371,011
Inventories	271,278		226,796
Accounts receivable, net of allowance of $5,539 and $4,494, respectively	459,954		164,493
Prepaid expenses and other current assets	10,438		13,422
Inventories	404,210		276,613
Total current assets	928,712		774,688
Prepaid expenses and other current assets	19,630		19,231
Property and equipment, net	346,616		346,008
Total current assets	1,175,403		954,919
Operating lease right-of-use assets, net	20,870		24,094
Property and equipment, net	394,976		342,592
Intangible assets, net	152,001		163,991
Operating lease right-of-use assets, net	34,434		19,491
Goodwill	203,028		203,028
Intangible assets, net	364,278		148,004
Deferred tax asset, net	199,223		219,003
Goodwill	248,334		203,028
Investment in unconsolidated affiliates	5,692		—
Deferred tax asset, net	204,550		187,545
Other noncurrent assets	8,634		8,516
Investment in unconsolidated affiliates	5,946		5,923
Total assets	$	1,864,776	$	1,739,328
Other noncurrent assets	30,160		10,115
Liabilities and Equity
Total assets	$	2,458,081	$	1,871,617
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities
Accounts payable	$	67315,~~248~~781	$	7271,~~001~~541
Accrued expenses and other current liabilities	7564,~~878~~753		7551,~~416~~388
Current portion of liability related to tax receivable agreement	20,297		20,297
Contract liabilities	33,593		7,707
Finance lease obligations, current portion	7,394		7,024
Current portion of liability related to tax receivable agreement	21,314		21,314
Operating lease liabilities, current portion	5,052		4,086
Finance lease obligations, current portion	7,669		7,476
Total current liabilities	175,869		178,824
Operating lease liabilities, current portion	7,977		4,815
Deferred tax liability, net	2,449		2,868
Total current liabilities	451,087		164,241
Liability related to tax receivable agreement, net of current portion	261,367		258,376
Deferred tax liability, net	38,710		2,786
Finance lease obligations, net of current portion	10,329		10,528
Liability related to tax receivable agreement, net of current portion	243,500		241,609
Operating lease liabilities, net of current portion	16,875		20,078
Finance lease obligations, net of current portion	9,661		9,672
Other noncurrent liabilities	4,475		4,475
Operating lease liabilities, net of current portion	29,927		15,786
Total liabilities	471,364		475,149
Other noncurrent liabilities	38,935		4,475
Total liabilities	811,820		438,569
Commitments and contingencies
Mezzanine equity
Redeemable non-controlling interest	240,608		—
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding	—		—
Class A common stock, $0.01 par value, 300,000 shares authorized, 68,840 and 68,152 shares issued and outstanding	688		681
Class A common stock, $0.01 par value, 300,000 shares authorized, 69,416 and 68,890 shares issued and outstanding	693		688
Class B common stock, $0.01 par value, 215,000 shares authorized, 11,007 and 11,433 shares issued and outstanding	—		—
Class B common stock, $0.01 par value, 215,000 shares authorized, 10,758 and 10,958 shares issued and outstanding	—		—
Additional paid-in capital	~~540~~569,~~945~~607		~~520~~546,~~794~~926
Retained earnings	~~650~~621,~~356~~917		~~552~~680,~~133~~353
Accumulated other comprehensive loss	(21,~~086~~829)		(21,~~491~~577)
Total stockholders’ equity attributable to Cactus Inc.	1,~~189~~190,~~903~~388		1,~~071~~226,~~117~~390
Non-controlling interest	~~203~~215,~~509~~265		~~193~~206,~~062~~658
Total stockholders’ equity	1,~~393~~405,~~412~~653		1,~~264~~433,~~179~~048
Total liabilities and equity	$	1,864,776	$	1,739,328
Total liabilities, mezzanine equity and stockholders' equity	$	2,458,081	$	1,871,617

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
			Three Months EndedMarch 31,
(in thousands, except per share data)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Revenues
Product revenue	$	~~206,822~~	$	~~221,406~~	$	~~624~~297,~~045~~237	$	~~649~~208,~~818~~961
Rental revenue	~~17,361~~		~~26,979~~		6615,~~269~~930		7627,~~129~~122
Field service and other revenue	~~39,771~~		~~44,796~~		~~127~~75,~~534~~182		~~131~~44,~~746~~236
Total revenues	~~263,954~~		~~293,181~~		~~817~~388,~~848~~349		~~857~~280,~~693~~319
Costs and expenses
Cost of product revenue	~~123,589~~		~~128,758~~		~~368~~207,~~560~~491		~~377~~121,~~591~~456
Cost of rental revenue	~~10,839~~		~~14,346~~		3710,~~336~~573		4013,~~986~~735
Cost of field service and other revenue	~~32,403~~		~~35,775~~		~~107~~58,~~096~~707		~~105~~37,~~616~~390
Selling, general and administrative expenses	~~35,889~~		~~37,372~~		~~114~~62,~~205~~074		9839,~~021~~126
Change in fair value of earn-out liability	—		138		—		16,318
Total costs and expenses					338,845		211,707
Total costs and expenses	202,720		216,389		627,197		638,532
Operating income					49,504		68,612
Operating income	61,234		76,792		190,651		219,161
Interest income, net					220		2,325
Interest income, net	2,977		2,062		7,820		4,156
Income before income taxes					49,724		70,937
Other income, net	221		—		221		—
Income tax expense					9,503		16,832
Income before income taxes	64,432		78,854		198,692		223,317
Net income					$	40,221	$	54,105
Income tax expense	14,244		16,417		45,352		48,006
Less: net income attributable to non-controlling interest					7,315		9,882
Net income	$	50,188	$	62,437	$	153,340	$	175,311
Net income attributable to Cactus Inc.					$	32,906	$	44,223
Less: net income attributable to non-controlling interest	8,564		12,510		27,164		36,591
Net income attributable to Cactus Inc.					$	32,906	$	44,223
Net income attributable to Cactus Inc.	$	41,624	$	49,927	$	126,176	$	138,720
Less: Accretion of redeemable non-controlling interest to redemption value					81,507		—
Earnings per Class A share - basic	$	0.61	$	0.75	$	1.84	$	2.10
Net (loss) income attributable to Cactus Inc. including accretion of redeemable non-controlling interest to redemption value					$	(48,601)	$	44,223
Earnings per Class A share - diluted	$	0.60	$	0.74	$	1.83	$	2.09
(Loss) earnings per Class A share—basic					$	(0.70)	$	0.65
Weighted average Class A shares outstanding - basic	68,681		66,563		68,465		66,030
(Loss) earnings per Class A share—diluted					$	(0.70)	$	0.64
Weighted average Class A shares outstanding - diluted	69,196		80,190		68,877		79,777
Weighted average Class A shares outstanding - basic					69,026		68,194
Weighted average Class A shares outstanding - diluted					69,026		68,664

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

(in thousands)

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Net income

~~50,188~~

~~62,437~~

~~153~~40,~~340~~221

~~175~~54,~~311~~105

Foreign currency translation adjustments

~~(120)~~

~~769~~

~~542~~147

~~140~~165

Comprehensive income

~~50,068~~

~~63,206~~

~~153~~40,~~882~~368

~~175~~54,~~451~~270

Less: comprehensive income attributable to non-controlling interest

~~8,546~~

~~12,678~~

277,~~301~~338

369,~~644~~911

Comprehensive income attributable to Cactus Inc.

~~41,522~~

~~50,528~~

~~126~~33,~~581~~030

~~138~~44,~~807~~359

The accompanying notes are an integral part of these condensed consolidated financial statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

(unaudited)

	Class A			Class B				AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherComprehensive Income (Loss)		Non-controllingInterest		TotalEquity
	Stockholders' Equity																	Mezzanine Equity
	Common Stock			Common Stock
	Class A			Class B				AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherComprehensive Income (Loss)		Non-controllingInterest		TotalEquity		Redeemable Non-Controlling Interest
(in thousands)	Shares	Amount		Shares	Amount
	Common Stock			Common Stock
Balance at June 30, 2025	68,574	$	685	11,260	$	—		$	530,945	$	618,554	$	(1,983)	$	200,336	$	1,348,537
(in thousands)	Shares	Amount		Shares	Amount
Member distributions	—	—		—	—			—		—		—		(1,560)		(1,560)
Balance at December 31, 2025	68,890	$	688	10,958	$	—		$	546,926	$	680,353	$	(1,577)	$	206,658	$	1,433,048	$	—
Effect of CC Unit redemptions	252	—		(252)	—			4,603		—		—		(4,603)		—
Redeemable non-controlling interest	—	—		—	—			—		(81,507)		—		(12,633)		(94,140)		94,140
Tax impact of equity transactions	—	—		—	—			267		—		—		—		267
Member distributions	—	—		—	—			—		—		—		(1,502)		(1,502)		—
Equity award vestings	13	3		—	—			(143)		—		—		(64)		(204)
Effect of CC Unit redemptions	200	2		(200)	—			3,856		—		—		(3,858)		—		—
Other comprehensive loss	—	—		—	—			—		—		(103)		(17)		(120)
Tax impact of equity transactions	—	—		—	—			18,718		—		—		—		18,718		—
Stock-based compensation	—	—		—	—			5,273		—		—		853		6,126
Equity award vestings	326	3		—	—			(5,977)		—		—		(1,904)		(7,878)		—
Cash dividends declared ($0.14 per share)	—	—		—	—			—		(9,822)		—		—		(9,822)
Other comprehensive income	—	—		—	—			—		—		(252)		399		147		—
Net income	—	—		—	—			—		41,624		—		8,564		50,188
Stock-based compensation	—	—		—	—			6,084		—		—		955		7,039		—
Balance at September 30, 2025	68,839	$	688	11,008	$	—		$	540,945	$	650,356	$	(2,086)	$	203,509	$	1,393,412
Cash dividends declared ($0.14 per share)	—	—		—	—			—		(9,835)		—		—		(9,835)		—
Balance at June 30, 2024	66,480	$	665	13,082	$	—	—	$	481,960	$	473,391	$	(1,340)	$	200,120	$	1,154,796
Acquisition of non-controlling interest	—	—		—	—			—		—		—		19,835		19,835		146,738
Member distributions	—	—		—	—			—		—		—		(1,827)		(1,827)
Net income	—	—		—	—			—		32,906		—		7,315		40,221		(270)
Effect of CC Unit redemptions	154	1		(154)	—			2,448		—		—		(2,449)		—
Balance at March 31, 2026	69,416	$	693	10,758	$	—		$	569,607	$	621,917	$	(1,829)	$	215,265	$	1,405,653	$	240,608
Tax impact of equity transactions	—	—		—	—			70		—		—		—		70
Balance at December 31, 2024	68,151	$	681	11,433	$	—		$	520,794	$	552,133	$	(2,491)	$	193,062	$	1,264,179	$	—
Equity award vestings	22	—		—	—			(640)		—		—		(192)		(832)
Member distributions	—	—		—	—			—		—		—		(5,089)		(5,089)		—
Other comprehensive income	—	—		—	—			—		—		601		168		769
Effect of CC Unit redemptions	—	—		—	—			—		—		—		—		—		—
Stock-based compensation	—	—		—	—			4,773		—		—		931		5,704
Tax impact of equity transactions	—	—		—	—			401		—		—		—		401		—
Cash dividends declared ($0.13 per share)	—	—		—	—			—		(8,837)		—		—		(8,837)
Equity award vestings	239	2		—	—			(4,070)		—		—		(1,430)		(5,498)		—
Net income	—	—		—	—			—		49,927		—		12,510		62,437
Other comprehensive income	—	—		—	—			—		—		136		29		165		—
Balance at September 30, 2024	66,656	$	666	12,928	$	—		$	488,611	$	514,481	$	(739)	$	209,261	$	1,212,280
Share repurchases	—	—		—	—			—		—		—		—		—		—
Stock-based compensation	—	—		—	—			5,261		—		—		881		6,142		—
Cash dividends declared ($0.13 per share)	—	—		—	—			—		(9,035)		—		—		(9,035)		—
Net income	—	—		—	—			—		44,223		—		9,882		54,105		—
Balance at March 31, 2025	68,390	$	683	11,433	$	—		$	522,386	$	587,321	$	(2,355)	$	197,335	$	1,305,370	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

	Class A			Class B			AdditionalPaid-InCapital		RetainedEarnings		AccumulatedOtherComprehensive Income (Loss)		Non-controllingInterest		TotalEquity
	Common Stock			Common Stock
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2024	68,151	$	681	11,433	$	—	$	520,794	$	552,133	$	(2,491)	$	193,062	$	1,264,179
Member distributions	—	—		—	—		—		—		—		(10,303)		(10,303)
Effect of CC Unit redemptions	425	—		(425)	—		7,634		—		—		(7,634)		—
Tax impact of equity transactions	—	—		—	—		853		—		—		—		853
Equity award vestings	263	7		—	—		(4,366)		—		—		(1,555)		(5,914)
Other comprehensive income	—	—		—	—		—		—		405		137		542
Stock-based compensation	—	—		—	—		16,030		—		—		2,638		18,668
Cash dividends declared ($0.40 per share)	—	—		—	—		—		(27,953)		—		—		(27,953)
Net income	—	—		—	—		—		126,176		—		27,164		153,340
Balance at September 30, 2025	68,839	$	688	11,008	$	—	$	540,945	$	650,356	$	(2,086)	$	203,509	$	1,393,412
Balance at December 31, 2023	65,409	$	654	14,034	$	—	$	465,012	$	400,682	$	(826)	$	199,248	$	1,064,770
Member distributions	—	—		—	—		—		—		—		(10,444)		(10,444)
Effect of CC Unit redemptions	1,106	11		(1,106)	—		16,854		—		—		(16,865)		—
Tax impact of equity transactions	—	—		—	—		603		—		—		—		603
Equity award vestings	228	2		—	—		(4,284)		—		—		(1,667)		(5,949)
Other comprehensive income	—	—		—	—		—		—		87		53		140
Share repurchases	(87)	(1)		—	—		(2,996)		—		—		(375)		(3,372)
Stock-based compensation	—	—		—	—		13,422		—		—		2,720		16,142
Cash dividends declared ($0.37 per share)	—	—		—	—		—		(24,921)		—		—		(24,921)
Net income	—	—		—	—		—		138,720		—		36,591		175,311
Balance at September 30, 2024	66,656	$	666	12,928	$	—	$	488,611	$	514,481	$	(739)	$	209,261	$	1,212,280

The accompanying notes are an integral part of these condensed consolidated financial statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
(in thousands)	~~2025~~2026		~~2024~~2025
Cash flows from operating activities
Net income	$	~~153~~40,~~340~~221	$	~~175~~54,~~311~~105
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	4736,~~752~~761		4515,~~124~~678
Deferred financing cost amortization	~~839~~639		~~840~~280
Stock-based compensation	187,~~475~~039		156,~~943~~064
Provision for expected credit losses	~~874~~1,060		~~378~~133
Inventory obsolescence	2,~~439~~397		~~2,738~~(296)
Gain on disposal of assets	(~~2,101~~65)		(~~824~~79)
Deferred income taxes	~~22,678~~479		127,~~606~~623
Change in fair value of earn-out liability	—		16,318
Gain from revaluation of liability related to tax receivable agreement and other	(221)		—
Changes in operating assets and liabilities:
Accounts receivable	(963,~~463~~179)		8(28,~~324~~087)
Inventories	(463,~~561~~224)		(163,~~781~~112)
Prepaid expenses and other assets	2(1,~~350~~136)		12,~~065~~080
Accounts payable	(5100,~~446)~~406		2(7,~~871~~923)
Accrued expenses and other liabilities	15,~~193~~190		32(4,~~050~~921)
Payments pursuant to tax receivable agreement	—		(15,277)
Contract liabilities	1,683		—
Payment of earn-out liability	—		(31,168)
Net cash provided by operating activities	128,271		41,545
Net cash provided by operating activities	186,148		249,518
Cash flows from investing activities
Investment in unconsolidated affiliate	(6,000)		—
Acquisition of a business, net of cash and cash equivalents acquired	(301,011)		—
Capital expenditures and other	(32,351)		(27,042)
Investment in unconsolidated affiliate	—		(6,000)
Proceeds from sales of assets	3,626		2,991
Capital expenditures and other	(9,724)		(10,230)
Net cash used in investing activities	(34,725)		(24,051)
Proceeds from sales of assets	746		779
Net cash used in investing activities	(309,989)		(15,451)
Cash flows from financing activities
Payment of contingent consideration	—		(5,960)
Payments on finance leases	(1,914)		(1,988)
Payments on finance leases	(5,823)		(5,881)
Dividends paid to Class A common stock shareholders	(10,214)		(9,216)
Dividends paid to Class A common stock shareholders	(27,793)		(24,821)
Distributions to members	(1,502)		(5,089)
Distributions to members	(10,303)		(10,444)
Repurchases of shares	(7,899)		(5,498)
Repurchases of shares	(5,914)		(9,321)
Net cash used in financing activities	(21,529)		(21,791)
Net cash used in financing activities	(49,833)		(56,427)
Effect of exchange rate changes on cash and cash equivalents	274		515
Effect of exchange rate changes on cash and cash equivalents	1,181		544
Net increase in cash and cash equivalents	(202,973)		4,818
Net increase in cash and cash equivalents	102,771		169,584
Cash, cash equivalents, and restricted cash
Cash and cash equivalents, beginning of period	342,843		133,792
Beginning of period	494,582		342,843
Cash and cash equivalents, end of period	$	445,614	$	303,376
End of period	$	291,609	$	347,661
Supplemental disclosure of cash flow information
Net cash paid for income taxes	$	435,~~697~~992	$	2123,~~762~~204
Cash paid for interest	$	~~1,961~~763	$	~~1,658~~627
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new lease obligations	$	74,~~048~~069	$	134,~~366~~128
Property and equipment in accounts payable	$	~~1,280~~282	$	~~1,223~~914

The accompanying notes are an integral part of these condensed consolidated financial statements.

CACTUS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands, except per share data, or as otherwise indicated)

1.Preparation of Interim Financial Statements and Other Items

Basis of Presentation

The financial statements presented in this report represent the consolidation of Cactus, Inc. (“Cactus Inc.”) and its subsidiaries (the “Company”), including Cactus Companies, LLC (“Cactus Companies”). Cactus Inc. is a holding company whose only material asset is an equity interest consisting of units representing limited liability company interests in Cactus Companies (“CC Units”). Cactus Inc. is the sole managing member of Cactus Companies and operates and controls all of the business and affairs of Cactus Companies and conducts its business through Cactus Companies and its subsidiaries. As a result, Cactus Inc. consolidates the financial results of Cactus Companies and its subsidiaries and reports a non-controlling interest related to the portion of CC Units not owned by Cactus Inc., which reduces net income attributable to holders of Cactus Inc.’s Class A common stock, par value $0.01 per share (“Class A common stock”). Except as otherwise indicated or required by the context, all references to “Cactus,” “we,” “us” and “our” refer to Cactus Inc. and its consolidated subsidiaries.

On February 28, 2023, Cactus Inc. through one of its subsidiaries, completed the acquisition of the FlexSteel business through a merger (the “Merger”) with HighRidge Resources, Inc. and its subsidiaries (“HighRidge”). On February 27, 2023, in order to facilitate the Merger with HighRidge, an internal reorganization was completed in which Cactus Companies acquired all of the outstanding units representing ownership interests in Cactus Wellhead, LLC (“Cactus LLC”), the operating subsidiary of Cactus Inc. (the “CC Reorganization”). The purpose of the Merger was to effect the acquisition of the operations of FlexSteel Holdings, Inc. and its subsidiaries. FlexSteel Holdings, Inc. was a wholly-owned subsidiary of HighRidge prior to the Merger and was converted into a limited liability company, contributed from HighRidge to Cactus Companies as part of the CC Reorganization and is now named FlexSteel Holdings, LLC (“FlexSteel”). ~~The results of operations of FlexSteel have been reflected in our accompanying condensed consolidated financial statements from the closing date of the acquisition.~~

The Company currently operates in two business segments: Pressure Control, which includes the legacy Cactus Wellhead business and the Cactus International business, and Spoolable Technologies.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these consolidated financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

The consolidated financial statements include all adjustments, which are of a normal recurring nature, unless otherwise disclosed, necessary for a fair statement of the consolidated financial statements for the interim periods. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Cactus International Joint Venture with Baker Hughes

On January 1, 2026 (the “Closing Date”), Baker Hughes Holdings LLC ("Baker Hughes Holdings") and certain of its affiliates sold 65% of the limited liability company membership interests ("Membership Interests") in Baker Hughes Pressure Control LLC (the "Joint Venture" or "Cactus International"), which holds Baker Hughes Company's former surface pressure control business (the "Acquired Business") to Cactus UK Holding Limited (the “Cactus Member”), a subsidiary of Cactus Companies, for a cash purchase price of $344.5 million, subject to certain working capital, cash, debt, capital expenditure and other customary adjustments (the "Baker Hughes Transaction").

For so long as Baker Hughes Pressure Control Holdings LLC (the "Baker Member") continues to hold Membership Interests, the Cactus Member shall cause the Joint Venture to operate its business generally in the ordinary course. Certain actions of the Board of Directors of the Joint Venture require the affirmative vote of at least one director appointed by the Baker Member. Baker Hughes Company ("Baker Hughes Company") and the Company have specific non-compete restrictions with respect to surface pressure control applications in certain countries, and the members of the Joint Venture are subject to certain transfer restrictions with respect to the Membership Interests.

From and after the second anniversary of the Closing Date, the Baker Member has the right to sell to either the Joint Venture or the Cactus Member, and the Cactus Member has the right to purchase or cause the Joint Venture to purchase, all of the Membership Interests held directly or indirectly by Baker Hughes Company. The purchase price will be based on a value of the

Joint Venture using a multiple of six times its trailing twelve month ("TTM") Adjusted EBITDA (as defined and calculated pursuant to the Amended and Restated Limited Liability Company Agreement of the Joint Venture, entered into on the Closing Date by the Joint Venture, the Cactus Member, the Baker Member, Cactus Inc. and Baker Hughes Company (the "Joint Venture LLC Agreement")), subject to a maximum valuation of $660.0 million, and if the Cactus Member elects to purchase or cause the Joint Venture to purchase the Membership Interests, a minimum valuation of $530.0 million applies. In connection with the Baker Hughes Transaction, Cactus Companies is obligated to pay Baker Hughes Holdings $10.0 million subject to contractual adjustments on the first anniversary of the Closing Date and $14.5 million at such time as Baker Hughes Company ceases to be a member of the Joint Venture.

Investments in Unconsolidated Affiliates

In November 2023, the Company entered into an agreement to invest in a Vietnam forging manufacturing facility for an ownership percentage of 40%. In January 2025, the Company provided an initial capital contribution of $6.0 million. In late 2025 the parties decided not to proceed with the development of the facility and are in the process of liquidating the assets and returning the capital to the respective parties. The investment in a company in which Cactus does not have a controlling financial interest, but over which it has significant influence, is accounted for using the equity method. The Company's share of the after-tax earnings of the equity method investment was recorded in field service and other revenue in the consolidated statements of income.

~~Baker~~Restricted ~~Hughes Transaction~~Cash

OnRestricted ~~June~~cash 2,represents ~~2025,~~amounts ~~Cactus~~that ~~Companies~~are ~~entered~~not ~~into~~available anfor ~~agreement~~general ~~with~~corporate ~~affiliates~~use ofbecause ~~Baker~~they ~~Hughes~~are ~~Company~~subject into ~~order~~contractual toor ~~acquire~~legal arestrictions. ~~controlling~~Consistent ~~interest~~with inU.S. ~~Baker~~GAAP, ~~Hughes~~the Company’s ~~surface~~presents ~~pressure~~restricted ~~control~~cash ~~business.~~separately ~~See~~from “cash –and ~~Item~~cash 2.equivalents ~~Management’s~~on ~~Discussion~~the consolidated balance sheets and ~~Analysis~~includes ofrestricted ~~Financial~~cash ~~Condition~~in ~~and~~the ~~Results~~reconciliation of ~~Operations~~beginning –and ~~Recent~~ending ~~Developments~~cash, cash equivalents, and ~~Trends~~restricted –cash ~~Baker~~in ~~Hughes~~the ~~Transaction”~~consolidated ~~for~~statements ~~further~~of ~~details~~cash flows.

7As of December 31, 2025 the Company had $371.0 million of restricted cash held in an escrow account in connection with the then-pending acquisition of Baker Hughes Pressure Control LP. Under the terms of the purchase agreement, these funds were required to be placed in escrow and were restricted from use for any purpose other than funding the acquisition consideration at closing. The escrowed funds were released on January 1, 2026, the acquisition closing date, at which point the restriction lapsed and the cash was released to certain affiliates of Baker Hughes Company.

The restricted cash balance is classified as a current asset, as the restriction was scheduled to be released within one year of the balance sheet date.

The following table provides a reconciliation of the amounts presented in the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows:


	December 31,
	2025
Cash and cash equivalents	$	123,571
Restricted cash	371,011
Total cash, cash equivalents and restricted cash	$	494,582

Use of Estimates

In preparing our consolidated financial statements in conformity with GAAP, we make numerous estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision from available data, or is not otherwise capable of being readily calculated based on accepted methodologies. In some cases, these estimates are particularly difficult to determine, and we must exercise significant judgment. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements.

Recent Accounting Pronouncements

Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740).” The amendments in this ASU require entities to disclose on an annual basis specific categories in the income tax rate reconciliation and provide additional disclosures for reconciling items that meet a specified quantitative threshold. Entities will also be required to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid by individual jurisdictions that meet a five percent or greater threshold of total income taxes paid net of refunds received. The ASU also adds certain disclosures in order to be consistent with U.S. Securities and Exchange Commission rules and removes certain disclosures that no longer are considered cost beneficial or relevant. The amendments in this ASU should be applied on a prospective basis, with a retrospective option. The standard will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of this new standard will necessitate enhanced disclosures related to income tax reporting. Management has assessed the requirements and believes the Company is adequately prepared to meet the new disclosure obligations in accordance with the applicable standards.

In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard would require public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This standard update modernizes the capitalization criteria for internal-use software, eliminating references to project stages and instead requiring that projects meet completion probability criteria before costs can be capitalized. This guidance is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of these amendments but does not anticipate that adoption will have a material impact on the Company's results of operations or financial position.

2.~~Accounts~~ Cactus ~~Receivable~~International ~~and Allowance for Credit Losses~~Acquisition

WeAs ~~extend~~noted ~~credit~~above, toon ~~customers~~June in2, ~~the~~2025, ~~normal~~Cactus ~~course~~Companies, ofa ~~business.~~subsidiary ~~Our~~of ~~customers~~Cactus, ~~are~~Inc., ~~predominantly~~entered ~~oil~~into ~~and~~a ~~gas~~Framework ~~exploration~~Agreement ~~and production companies located in~~ (the ~~U.S.~~“Framework ~~Our~~Agreement”) ~~receivables~~with ~~are~~Baker ~~short-term~~Hughes inHoldings ~~nature~~ and ~~typically~~Baker ~~due~~Hughes inPressure 30Control toLLC, 60each ~~days.~~of Wewhich doat ~~not~~such ~~accrue~~time ~~interest~~was onan ~~delinquent~~indirect ~~receivables.~~subsidiary ~~Accounts~~of ~~receivable~~Baker ~~includes~~Hughes ~~both amounts billed and currently due from customers~~Company, aspursuant ~~well~~to aswhich ~~unbilled~~the ~~amounts~~Company ~~resulting~~agreed ~~from~~to ~~accrued~~acquire ~~revenue~~Baker ~~associated~~Hughes ~~with~~Company’s ~~products~~surface ~~delivered~~pressure ~~and~~control ~~services~~business. ~~performed for which~~

Prior to the Closing Date, Baker Hughes Holdings effected certain restructuring transactions on the terms and subject to the conditions set forth in the Framework Agreement (the “Restructuring Transactions”), as a result the Joint Venture and certain of its subsidiaries came to own the Business Assets and Business Liabilities (each as defined in the Framework Agreement). As part of the Restructuring Transactions, the Joint Venture converted from a Texas limited partnership to a Delaware limited liability company.

On the Closing Date, Baker Hughes Holdings and certain of its affiliates sold 65% of the Membership Interests to the Cactus Member, a subsidiary of Cactus Companies, for a cash purchase price of $344.5 million (on a debt-free, and, except as noted below, cash-free basis), subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after the Closing Date (the “Purchase Price”). The Joint Venture was to retain minimum cash of $70.0 million (the “Minimum Cash Amount”). In order to compensate Baker Hughes Holdings for the Minimum Cash Amount, Cactus Companies (i) paid Baker Hughes Holdings 65% of the Minimum Cash Amount, or $45.5 million, on the Closing Date, and (ii) will pay Baker Hughes Holdings 35% of the Minimum Cash Amount, or $24.5 million, as follows: $10.0 million, subject to contractual adjustments on the first anniversary of the Closing Date, and $14.5 million at such time as Baker Hughes Company ceases to be a member, directly or indirectly, of the Joint Venture.

The acquisition was completed to expand the Company’s surface pressure control operational capabilities and broaden its geographic footprint. The acquired business complements the Company’s existing pressure control offerings through additional product capabilities, manufacturing capacity, geographic markets and customer relationships.

The acquisition is being accounted for using the acquisition method of accounting, with Cactus being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities were recorded at their respective fair values as of the date of the completion of the acquisition. The transaction was treated as a purchase of partnership units for United States federal income tax purposes. In connection with the acquisition, we incurred approximately $5.8 million of transaction costs for the three months ended March 31, 2026 required to effect the transaction and incurred an additional $0.5 million in costs related to the reporting of and accounting for the transaction. These fees primarily related to legal, accounting and consulting fees and are included in selling, general and administrative (“SG&A”) expenses in the statements of income.

~~billings~~Purchase ~~have~~Price ~~not~~Consideration ~~yet been submitted to the customers. Total unbilled revenue included in accounts receivable as of September 30, 2025 and December 31, 2024 was $30.7 million and $29.8 million, respectively.~~

We maintain an allowance for credit losses to provide for the amount of billed receivables we believe to be at risk of loss. In our determination of the allowance for credit losses, we pool receivables with similar risk characteristics based on customer size, credit ratings, payment history, bankruptcy status and other factors known to us, and then apply an expected credit loss percentage. The ~~expected~~estimated ~~credit~~purchase ~~loss~~price ~~percentage~~consideration is ~~determined~~$362.0 ~~using~~million ~~historical loss data adjusted for current conditions~~ and ~~forecasts of future economic conditions. Accounts deemed uncollectible are applied against the allowance for credit losses. The following~~ is asummarized ~~roll-forward~~as ~~of our allowance for credit losses.~~follows:

	Balance at Beginning ofPeriod				Expense		Write off		Other		Balance at End ofPeriod
			Purchase Price Consideration
Nine Months Ended September 30, 2025	$	3,779			$	874	$	(433)	$	3	$	4,223
Initial cash payment (1)(2)			$	344,500
Nine Months Ended September 30, 2024	3,642				378		(148)		33		3,905
Minimum cash amount at closing			45,500
Working capital and other			(34,235)
Deferred Payment (3)			6,266
Fair value of consideration			$	362,031

3(1) The cash consideration was funded utilizing cash on hand.~~Inventories~~

~~Inventories~~(2) ~~are~~The ~~stated~~total atcash ~~the~~consideration ~~lower~~transferred ~~of cost or net realizable value. Cost~~ is ~~determined~~subject ~~using~~to ~~standard~~potential ~~cost,~~working ~~which~~capital ~~approximates average cost. Costs include an application of related material, direct labor, duties, tariffs, freight~~ and ~~overhead~~capital ~~costs.~~expenditure ~~Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation~~adjustments. Reserves are made for excess and obsolete items based on a range of factors, including age, usage and technological or market changes that may impact demand for those products. Inventories consist of the following:

	September 30,2025		December 31,2024
Raw materials	$	27,247	$	31,031
Work-in-progress	18,649		10,979
Finished goods	225,382		184,786
	$	271,278	$	226,796

(3) Represents the estimated fair value of our deferred consideration payment of $10.0 million, subject to contractual adjustments, discounted at present value and payable to the Seller on the first anniversary of the Transaction Date.

~~4.Property~~Preliminary ~~and~~Purchase ~~Equipment,~~Price ~~net~~Allocation

~~Property~~The ~~and~~following ~~equipment~~table ~~are~~summarizes ~~stated~~the atpreliminary ~~cost.~~allocation ~~We manufacture or construct most~~ of ~~our~~the ~~Pressure~~purchase ~~Control~~price ~~rental~~to ~~equipment assets. During~~ the ~~manufacture~~identifiable ~~of these~~ assets, ~~they~~acquired ~~are~~and ~~reflected~~liabilities asassumed ~~construction~~based inon ~~progress~~their ~~until~~estimated ~~complete.~~fair ~~Property~~values ~~and~~as ~~equipment consists of~~ the ~~following~~acquisition date:

	September 30,2025				December 31,2024
Cash and cash equivalents			$	70,000
Land	$	16,442			$	16,442
Receivables			241,530
Buildings and improvements	135,875				133,187
Inventories			137,053
Machinery and equipment	154,103				139,605
Prepaid expenses and other current assets			2,234
Reels and skids	21,408				18,737
Property and equipment			55,450
Vehicles	39,230				41,175
Operating lease right-of-use assets			16,188
Rental equipment	231,116				222,975
Identifiable intangible assets			228,800
Furniture and fixtures	2,019				1,905
Other noncurrent assets			17,090
Computers and software	11,907				4,919
Total assets acquired (A)			768,345
Gross property and equipment	612,100				578,945
Accounts payable			151,979
Less: Accumulated depreciation	(287,028)				(262,198)
Accrued expenses and other current liabilities			43,884
Net property and equipment	325,072				316,747
Finance lease obligations			78
Construction in progress	21,544				29,261
Operating lease liabilities			17,119
Total property and equipment, net	$	346,616			$	346,008
Deferred tax liabilities			38,559
Other non-current liabilities			33,698
Total liabilities assumed (B)			285,317
Net identifiable assets acquired (C) = (A)-(B)			$	483,028
Fair value of the mezzanine classified non-controlling interest (D)			146,738
Fair value of the other non-controlling interest (E)			19,565
Goodwill (F)			45,306
Total consideration to be transferred (G) = (C) - (D) - (E) + (F)			$	362,031

Assets acquired and liabilities assumed in connection with the acquisition were recorded at their estimated fair values. Estimated fair values were determined by management, based in part on an independent valuation performed by third-party valuation specialists. The valuation methods used to determine the estimated fair value of intangible assets included the excess earnings approach for customer relationships, which values the relationships on a standalone basis by estimating the excess earnings that are driven by owning the customer relationship via a framework that deducts direct and indirect costs. Backlog is a representation of what a buyer would pay to assume the open customer orders on hand. Several significant assumptions and estimates were involved in the application of these valuation methods, including revenues from equipment sales and services, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes. The cash flow forecasts are based solely on facts and circumstances that existed or were reasonably knowable as of the acquisition date. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.

5The fair values determined for accounts receivable, accounts payable and most other current assets and liabilities, other than inventory, were approximately equivalent to the carrying value due to their short-term nature.~~Other~~ ~~Intangible~~The ~~Assets~~gross contractual amounts receivable acquired totaled $242.9 million, of which management estimates $2.6 million will be uncollectible. Acquired inventories are comprised of raw materials, work-in-progress and finished goods. The preliminary fair value of finished goods was calculated as the estimated selling price, less costs of the selling effort and a reasonable profit allowance relating to the selling effort. The preliminary fair value of work-in-progress was calculated as the estimated selling price, less costs to complete, less costs of the selling effort and a reasonable profit allowance on completion and selling costs. The preliminary fair value of raw materials was determined based on replacement cost which approximates historical carrying value. The preliminary fair value of identifiable fixed assets was calculated using a combination of valuation approaches, but primarily consisted of the cost approach which adjusts estimates of replacement cost for the age, condition and utility of the associated assets. The acquisition includes a deferred payment component and a put option and call option for the remaining equity interest. The net put/call was valued at $146.7 million using a Monte Carlo simulation in a risk-neutral framework. The fair value of the remaining noncontrolling interest of 35% after the acquisition was determined using the implied enterprise value based on the purchase price. Due to the redeemable nature of the arrangement, both the fair value of the option and the redeemable NCI are classified within Mezzanine Equity.

~~The~~Other ~~following~~noncontrolling ~~table~~interests ~~presents~~acquired were valued at $19.6 million using the ~~detail~~noncontrolling interest of the acquired ~~intangible~~subsidiary’s ~~assets:~~fair value measured using discounted cash flows under the income approach.

	September 30, 2025						December 31, 2024
	Gross Cost		Accumulated Amortization		Net Cost		Gross Cost		Accumulated Amortization		Net Cost
Customer relationships	$	100,300	$	(17,274)	$	83,026	$	100,300	$	(12,259)	$	88,041
Developed technology	77,000		(19,892)		57,108		77,000		(14,117)		62,883
Tradename	16,000		(4,133)		11,867		16,000		(2,933)		13,067
Backlog	7,000		(7,000)		—		7,000		(7,000)		—
Total	$	200,300	$	(48,299)	$	152,001	$	200,300	$	(36,309)	$	163,991

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and liabilities assumed, and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, market expansion opportunities and other benefits that we believe will result from the combined operations. Goodwill was further increased by the deferred tax liability associated with the fair market value in excess of the tax basis acquired. The goodwill associated with this transaction has been allocated to our Pressure Control segment.

~~All~~Due ~~intangible~~to ~~assets~~the ~~are~~timing ~~amortized~~of ~~over~~the ~~their~~completion ~~estimated~~of ~~useful~~the ~~lives.~~acquisition, ~~The~~the ~~weighted~~purchase ~~average~~price ~~amortization~~and ~~period~~related ~~for~~allocation ~~identifiable~~are ~~intangible~~preliminary ~~assets~~and ~~acquired~~could be revised as a result of ~~September 30,~~adjustments ~~2025~~made isto ~~10.0~~the ~~years.~~purchase ~~Amortization~~price, ~~expense~~additional ~~recognized~~information ~~during~~obtained ~~the~~regarding ~~three~~assets acquired and ~~nine~~liabilities ~~months~~assumed, ~~ended~~and ~~September 30~~revisions of preliminary estimates of fair values including, ~~2025~~but ~~was~~not ~~$4.0~~limited ~~million~~to, certain tangible assets acquired and ~~$12.0~~liabilities ~~million~~assumed, ~~respectively~~contractual relationships, ~~and~~intangible ~~was~~assets, ~~recorded~~certain inworking ~~selling~~capital items, ~~general~~deferred income taxes and ~~administrative~~residual ~~expenses~~goodwill. inThese changes to the ~~consolidated~~purchase ~~statements~~price ofallocation ~~income~~could be significant. ~~Estimated~~The ~~future~~purchase ~~amortization~~price ~~expense~~allocation iswill asbe ~~follows:~~finalized within the measurement period of up to one year from the acquisition date.

Remainder of 2025	$	3,997
2026	15,987
2027	15,987
2028	15,987
2029	15,987
2030	15,987
Thereafter	68,069
Total	$	152,001

From the Closing Date through March 31, 2026, Cactus International contributed revenue of $126.9 million and a net loss of $0.5 million to the Company's unaudited condensed consolidated results of operations.

6Intangible assets acquired consist of customer relationships, developed technologies and backlog.~~Debt~~ The Company amortizes finite-lived intangible assets on a straight-line basis over their respective useful lives. The following table presents the details of identifiable intangible assets acquired and the respective estimated useful lives:

We had no bank debt outstanding as of September 30, 2025 and December 31, 2024. We had $1.8 million in letters of credit outstanding, and we were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of September 30, 2025.

(in thousands)

Estimated useful life

Amount

Customer relationships

15.0 years

169,670

Developed technology

10.0 years

40,360

Backlog

1.0 year

18,770

Total identifiable intangible assets

228,800

In August 2018, Cactus LLC entered into a five-year senior secured asset-based revolving credit facility with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent for such lenders and as an issuing bank and swingline lender (the “ABL Credit Facility”). The ABL Credit Facility was amended in September 2020 and July 2022. On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as Borrower under the ABL Credit Facility, and the ABL Credit Facility was amended and restated in its entirety (the “Amended ABL Credit Facility”). The Amended ABL Credit Facility provided a term loan of $125.0 million and provides up to $225.0 million in revolving commitments, of which $20.0 million is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $275.0 million in revolving commitments. The term loan under the Amended ABL Credit Facility was set to mature on February 27, 2026 and any revolving loans under the Amended ABL Credit Facility mature on July 26, 2027. The maximum amount that Cactus Companies may borrow under the Amended ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.

Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin. Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings. The applicable margin is 2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan Term Benchmark borrowings. The applicable margin for revolving loan borrowings ranges from 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per annum for revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under

~~the~~Pro ~~Amended~~forma ~~ABL~~financial ~~Credit Facility for the immediately preceding fiscal quarter. The unused portion of revolving commitment under the Amended ABL Credit Facility is subject to a commitment fee of 0.25% per annum.~~ information

The ~~Amended~~pro ~~ABL~~forma ~~Credit~~financial ~~Facility~~information ~~contains~~below ~~various~~represents ~~covenants~~the ~~and~~combined ~~restrictive~~results ~~provisions~~of ~~that~~operations ~~limit~~for ~~Cactus~~the ~~Companies’~~three ~~and~~months ~~each~~ended ofMarch ~~its~~31, ~~subsidiaries’ ability to~~2025, ~~among~~as ~~other~~if ~~things,~~the ~~incur~~acquisition ~~additional~~had ~~indebtedness~~occurred ~~and~~as ~~create~~of ~~liens~~January 1, ~~make~~2025. ~~investments~~There oris ~~loans,~~no ~~merge~~pro orforma ~~consolidate~~information ~~with~~included ~~other~~for ~~companies,~~the ~~sell~~three ~~assets,~~months ~~make~~ended ~~certain~~March ~~restricted~~31, ~~payments~~2026, ~~and~~because ~~distributions,~~the ~~and~~Company’s ~~engage~~actual infinancial ~~transactions~~results ~~with~~for ~~affiliates.~~such ~~The~~period ~~obligations~~fully ~~under~~reflect the ~~Amended~~acquisition. ~~ABL~~The ~~Credit~~unaudited ~~Facility~~pro ~~are~~forma ~~guaranteed~~combined byfinancial ~~certain~~information ~~subsidiaries~~includes, ofwhere ~~Cactus~~applicable, ~~Companies~~adjustments ~~and~~for ~~secured~~additional byamortization aexpense ~~security~~related ~~interest~~to inthe ~~accounts~~fair ~~receivable,~~value ~~inventory,~~step-up ~~equipment~~of ~~and~~intangible ~~certain~~assets, ~~other~~additional ~~real~~inventory ~~and~~fair ~~personal~~value ~~property~~step-up ~~assets~~expense, ofadditional ~~Cactus~~depreciation ~~Companies~~expense ~~and~~associated ~~the~~with ~~guarantors.~~adjusting ~~The~~property ~~Amended~~and ~~ABL~~equipment ~~Credit~~to ~~Facility~~fair ~~requires~~value, ~~Cactus~~changes ~~Companies~~ to ~~maintain~~align aaccounting ~~minimum~~policies ~~fixed~~and ~~charge~~associated ~~coverage~~tax-related ~~ratio~~impacts of 1adjustments.00 ~~based~~These onpro ~~the~~forma ~~ratio~~adjustments ofare ~~EBITDA~~based ~~(as~~on ~~defined~~available ~~therein)~~information ~~minus Unfinanced Capital Expenditures (~~as ~~defined~~of ~~therein)~~the todate ~~Fixed~~hereof ~~Charges~~and ~~(as~~upon ~~defined~~assumptions ~~therein)~~that ~~during~~we ~~certain~~believe ~~periods,~~are ~~including~~reasonable ~~when~~to ~~availability~~reflect ~~under~~ the ~~Amended~~impact ~~ABL~~of ~~Credit~~the ~~Facility~~acquisition ison ~~under~~our ~~certain~~historical ~~levels.~~financial Ifinformation ~~Cactus~~on ~~Companies~~a ~~fails~~supplemental topro ~~perform~~forma ~~its~~basis. ~~obligations~~The ~~under~~unaudited ~~the~~pro ~~Amended~~forma ~~ABL~~financial ~~Credit~~information ~~Facility,~~is ~~(i)~~presented ~~the~~for ~~revolving~~informational ~~commitments~~purposes ~~under~~only ~~the~~and ~~Amended~~is ~~ABL~~neither ~~Credit~~indicative ~~Facility~~of ~~could~~the beresults ~~terminated,~~of ~~(ii)~~operations ~~any~~that ~~outstanding~~would ~~borrowings~~have ~~under~~occurred if the ~~Amended~~acquisition ~~ABL~~had ~~Credit~~taken ~~Facility~~place ~~may~~at bethe ~~declared~~beginning ~~immediately~~of ~~due and payable, and (iii)~~ the ~~lenders~~period ~~may~~presented ~~commence~~nor ~~foreclosure~~indicative orof ~~other~~future ~~actions~~operating ~~against the collateral~~results.

The Amended ABL Credit Facility was amended in December 2023 to incorporate certain changes related to revised and new definitions associated with the satisfaction of payment conditions for restricted payments, investments, permitted acquisitions, periodic reporting and asset dispositions. In June 2025, in connection with the Baker Hughes Transaction, the Amended ABL Credit Facility was further amended to not require guarantees or collateral from certain of the Company's subsidiaries. These amendments did not change the ABR, applicable margin rates, commitment fees, the maturity date, borrowing availability or covenants under the Amended ABL Credit Facility other than timing of certain reporting requirements.


	Three Months Ended March 31
	2025
Revenues	$	422,572
Net Income attributable to Cactus, Inc.	41,767

~~7.Revenue~~Subsequent measurement of Mezzanine Equity

~~The~~Although ~~majority of our revenues are derived from short-term contracts for fixed consideration, or in~~ the ~~case~~Mezzanine ofEquity ~~rentals, for a fixed charge per day while the equipment~~ is innot ~~use~~currently ~~by the customer~~redeemable, ~~plus~~redemption ~~repair costs. Product sales generally do not include right of return or other significant post-delivery obligations. A contract’s transaction price~~ is ~~allocated~~considered toprobable; ~~each distinct performance obligation and recognized as revenue when~~therefore, ~~or as,~~ the ~~performance~~Company ~~obligation~~elected isMethod ~~satisfied.~~2 ~~Revenues~~under ~~are~~ASC ~~recognized~~480 ~~when~~and weremeasures ~~satisfy a performance obligation by transferring control of~~ the ~~promised~~Mezzanine ~~goods~~Equity ~~or providing services~~ to ~~our~~its ~~customers~~estimated atredemption avalue ~~point~~each inreporting ~~time~~period, ~~in an amount specified in the contract~~ with ~~our~~subsequent ~~customer~~changes ~~which~~reflected ~~reflects~~directly ~~the~~in ~~consideration~~retained toearnings. ~~which~~The weredemption ~~expect~~price tois bedetermined ~~entitled~~ in ~~exchange~~accordance ~~for~~with ~~those~~the ~~goods~~terms orof ~~services.~~the ~~The~~agreement ~~majority~~and ofis ~~our~~calculated ~~contracts~~by ~~with~~applying ~~customers contain~~ a ~~single~~specified ~~performance~~multiple ~~obligation~~ to ~~provide agreed upon products or services~~EBITDA. For ~~contracts~~additional ~~with multiple performance obligations~~information, wesee ~~allocate~~“Note ~~revenue~~14 to– ~~each~~Earnings ~~performance~~per ~~obligation based on its relative standalone selling price~~Share”. We do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. We typically do not incur any material costs of obtaining contracts.

We do not adjust the amount of consideration per the contract for the effects of a significant financing component when we expect, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which is in substantially all cases3.Accounts ~~Payment~~Receivable ~~terms~~ and ~~conditions~~Allowance vary, although terms generally include a requirement of payment within 30 to 60 days of invoicing. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat shipping and handling associated with outbound freight as a fulfillment cost instead of as a separate performance obligation. We recognize the cost for ~~the~~Credit ~~associated shipping and handling when incurred as an expense in cost of sales.~~Losses

We ~~disaggregate~~extend ~~revenue~~credit ~~into~~to ~~three~~customers ~~categories:~~in ~~product~~the ~~revenues,~~normal ~~rental~~course ~~revenues~~of business. Our customers are predominantly oil and ~~field~~gas ~~service~~exploration and ~~other~~production ~~revenues~~companies located in the U.S. Weand ~~have~~the ~~predominately~~Middle ~~domestic~~East. ~~operations,~~Our ~~with~~receivables aare ~~small~~short-term ~~amount~~in ofnature ~~sales~~and typically due in ~~Australia,~~30 ~~Canada,~~to 60 days after the ~~Middle~~billing ~~East~~for the product that has been delivered or the services that have been provided to the customer. We typically do not accrue interest on delinquent receivables. Accounts receivable includes both amounts billed and ~~other~~currently ~~international~~due ~~markets~~from customers, as well as unbilled amounts resulting from accrued revenue associated with products delivered and services performed for which billings have not yet been submitted to the customers. ~~The~~Total ~~following~~unbilled ~~table~~revenue ~~presents~~included ~~our~~in ~~revenues~~accounts ~~disaggregated~~receivable byas ~~category:~~of March 31, 2026 and December 31, 2025 was $170.8 million and $39.4 million, respectively.

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
	2025				2024				2025					2024
Product revenue	$	206,822	78	%	$	221,406	76	%		$	624,045	76	%	$	649,818	76	%
Rental revenue	17,361		7	%	26,979		9	%		66,269		8	%	76,129		9	%
Field service and other revenue	39,771		15	%	44,796		15	%		127,534		16	%	131,746		15	%
Total revenues	$	263,954	100	%	$	293,181	100	%		$	817,848	100	%	$	857,693	100	%

We maintain an allowance for credit losses to provide for the amount of billed receivables we believe to be at risk of loss. In our determination of the allowance for credit losses, we pool receivables with similar risk characteristics based on customer size, credit ratings, payment history, bankruptcy status and other factors known to us, and then apply an expected credit loss percentage. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Accounts deemed uncollectible are applied against the allowance for credit losses. The following is a roll-forward of our allowance for credit losses.


	Balance at Beginning of Period		Expense		Write off		Other		Balance at End of Period
Three Months Ended March 31, 2026	$	4,494	$	1,060	$	(11)	$	(4)	$	5,539
Three Months Ended March 31, 2025	3,779		133		(114)		(11)		3,787

~~At September 30, 2025, we had a deferred revenue balance of $13~~4.1 million compared to the December 31, 2024 balance of $8.1 million. Deferred revenue represents our obligation to transfer products to, or perform services for, a customer for which we have received cash or billed our customers in advance of delivering products or services. The revenue that has been deferred will be recognized upon product delivery, or as services are performed. As of September 30, 2025, we did not have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.Inventories

8Inventories are stated at the lower of cost or net realizable value.~~Tax~~ ~~Receivable~~Cost ~~Agreement~~is ~~(“TRA”)~~generally determined using standard cost, which approximates average cost. Costs include an application of related material, direct labor, duties, tariffs, freight and overhead costs. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Reserves are made for excess and obsolete items based on a range of factors, including age, usage and technological or market changes that may impact demand for those products. Inventories consist of the following:


	March 31, 2026		December 31, 2025
Raw materials	$	63,126	$	28,868
Work-in-progress	20,041		18,853
Finished goods	321,043		228,892
	$	404,210	$	276,613

5.Property and Equipment, net

Property and equipment are stated at cost. We manufacture or construct most of our Pressure Control rental equipment assets. During the manufacture of these assets, they are reflected as construction in progress until complete. Property and equipment consists of the following:


	March 31, 2026		December 31, 2025
Land	$	16,483	$	16,442
Buildings and improvements	161,365		135,957
Machinery and equipment	191,207		156,467
Reels and skids	21,842		21,480
Vehicles	40,292		39,621
Rental equipment	239,617		233,331
Furniture and fixtures	2,023		2,021
Computers and software	11,994		11,953
Gross property and equipment	684,823		617,272
Less: Accumulated depreciation	(309,544)		(297,505)
Net property and equipment	375,279		319,767
Construction in progress	19,697		22,825
Total property and equipment, net	$	394,976	$	342,592

6.Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price paid over the fair value of the net assets of acquired businesses. Goodwill is not amortized, but we perform an annual goodwill impairment test on December 31 and more frequently if events and circumstances indicate that the asset might be impaired. The change in carrying value of goodwill allocated to our reportable segments during the three months ended March 31, 2026 was as follows:


	Pressure Control		Spoolable Technologies		Total
Balance at December 31, 2025	$	7,824	$	195,204	$	203,028
Cactus International	45,306		—		45,306

Balance at March 31, 2026	$	53,130	$	195,204	$	248,334

The following table presents the detail of acquired intangible assets:


	March 31, 2026						December 31, 2025
	Gross Cost		Accumulated Amortization		Net Cost		Gross Cost		Accumulated Amortization		Net Cost
Customer relationships	$	269,970	$	(23,445)	$	246,525	$	100,300	$	(18,946)	$	81,354
Developed technology	117,360		(24,751)		92,609		77,000		(21,817)		55,183
Trade name	16,000		(4,933)		11,067		16,000		(4,533)		11,467
Backlog	25,770		(11,693)		14,077		7,000		(7,000)		—
Total	$	429,100	$	(64,822)	$	364,278	$	200,300	$	(52,296)	$	148,004

All intangible assets are amortized over their estimated useful lives. The weighted average amortization period for identifiable intangible assets acquired as of March 31, 2026 is 11.3 years. Amortization expense recognized during three months ended March 31, 2026 was $12.5 million, and was recorded in selling, general and administrative expenses in the consolidated statements of income. Estimated future amortization expense is as follows:


Remainder of 2026	$	37,578
2027	50,104
2028	50,104
2029	50,104
2030	50,104
2031	50,104
Thereafter	76,180
Total	$	364,278

7.Debt

We had no bank debt outstanding as of March 31, 2026 and December 31, 2025. We had $1.3 million in letters of credit outstanding which reduced the borrowing capacity under our Amended ABL Credit Facility (as defined below). We were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of March 31, 2026.

The Amended ABL Credit Facility was amended in December 2025 (the “Amended ABL Credit Facility”). The amendment established a delayed‑draw term loan facility (the “Term Loan Facility”) and extended the maturity of the revolving credit facility. The amendment provides for a Term Loan Facility of up to the lesser of $100.0 million and 85% of the appraised value of eligible machinery and equipment, which may be drawn in up to two advances during the six months following December 1, 2025. The Term Loan Facility was undrawn as of March 31, 2026 and December 31, 2025 . Any amounts drawn will mature three years from the initial funding date and bear interest, at the borrower’s option, at ABR or SOFR‑based rates plus applicable margins. The unused portion of the Term Loan Facility is subject to a 0.05% monthly unused line fee.

The December 2025 amendment also extended the maturity of the revolving credit facility to December 1, 2030. The Amended ABL Credit Facility requires compliance with a maximum leverage ratio of 2.50 to 1.00 for so long as the Term Loan Facility is outstanding or available. Until the Term Loan Facility is repaid or terminated without being drawn, the collateral for the ABL Credit Facility was expanded to include certain equipment and intellectual property of Cactus Companies and its subsidiaries that are guarantors.

The Amended ABL Credit Facility provides up to $225.0 million in revolving commitments, of which $100.0 million is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $275.0 million in revolving commitments. The maximum amount that Cactus Companies may borrow under the Amended ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.

Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin. Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings, plus a fronting fee. The applicable margin for revolving loan borrowings ranges from 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per annum for revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under the Amended ABL Credit Facility for the immediately preceding fiscal quarter. The unused portion of revolving commitment under the Amended ABL Credit Facility is subject to a commitment fee of 0.25% per annum. At March 31, 2026 and December 31, 2025, although there were no borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.00%, plus the base rate of one, three or six month SOFR plus 0.10%, subject to a floor rate.

As a result of the Cactus International acquisition, we have indemnified Baker Hughes for $27.4 million of contingent liabilities associated with letters of credit in support of Cactus International operations, which do not reduce the borrowing capacity under our Amended ABL Credit Facility.

8.Revenue

The majority of our revenues are derived from contracts for fixed consideration, or in the case of rentals, for a fixed charge per day while the equipment is in use by the customer, plus repair costs. Product sales generally do not include right of return or other significant post-delivery obligations. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenues are recognized when we satisfy a performance obligation by transferring control of the promised goods or providing services to our customers at a point in time, in an amount specified in the contract with our customer which reflects the consideration to which we expect to be entitled in exchange for those goods or services. The majority of our contracts with customers contain a single performance obligation to provide agreed upon products or services. For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price. We do not assess whether promised goods or services are

performance obligations if they are immaterial in the context of the contract with the customer. We typically do not incur any material costs of obtaining contracts.

We do not adjust the amount of consideration per the contract for the effects of a significant financing component when we expect, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will generally be one year or less, which is in substantially all cases. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 60 days of invoicing. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat shipping and handling associated with outbound freight as a fulfillment cost instead of as a separate performance obligation. We recognize the cost for the associated shipping and handling when incurred as an expense in cost of sales.

We disaggregate revenue into three categories: product revenues, rental revenues and field service and other revenues. Upon completing the Acquisition, we have worldwide sales, with the majority of our revenues being generated in the U.S. and Middle East, with smaller contributions to sales being generated in Australia, Canada, and other international markets. The following table presents our revenues disaggregated by category:


	Three Months Ended March 31,
		2026	2025
Product revenue			$	297,237	77	%	$	208,961	74	%
Rental revenue			15,930		4	%	27,122		10	%
Field service and other revenue			75,182		19	%	44,236		16	%
Total revenues			$	388,349	100	%	$	280,319	100	%

Remaining Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $537.5 million. As of March 31, 2026, the Company expects to recognize revenue of approximately 72%, 82% and 89% of the total remaining performance obligations within 1, 2, and 3 years, respectively, and the remaining thereafter. Contract modifications could affect both the timing to complete as well as the amount to be received as the Company fulfills the related remaining performance obligations.

9.Tax Receivable Agreement (“TRA”)

In connection with our initial public offering (“IPO”) in February 2018, we entered into the TRA which generally provides for payment by Cactus Inc. to certain direct and indirect owners of Cactus LLC (after the CC Reorganization, Cactus Companies) of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Cactus Inc. actually realizes, or is deemed to realize in certain circumstances. Cactus Inc. retains the benefit of the remaining 15% of these net cash savings.

The TRA liability is calculated by determining the tax basis subject to the TRA (“tax basis”) and applying a blended tax rate to the basis differences and calculating the resulting iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other expense, net. As of ~~September~~March 3031, ~~2025~~2026, the total liability from the TRA was $~~281~~264.78 million with $2021.3 million reflected in current liabilities based on the expected timing of our next payments. The payments under the TRA will not be conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus Companies or Cactus Inc.

The term of the TRA commenced upon completion of our IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless we exercise our right to terminate the TRA. If we elect to terminate the TRA early (or it is terminated early due to certain mergers, asset sales, other forms of business combinations or other changes of control), our obligations under the TRA would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the TRA, and such payment is expected to be substantial. The calculation of anticipated future payments is based upon certain assumptions and deemed events set forth in the TRA, including the assumptions that (i) we have sufficient taxable income to fully utilize the tax benefits covered by the TRA and (ii) any CC Units (other than those held by Cactus Inc.) outstanding on the termination date are deemed to be redeemed on the termination ~~date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.~~

date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

We may elect to defer payments due under the TRA if we do not have available cash to satisfy our payment obligations under the TRA. Any such deferred payments under the TRA generally will accrue interest from the due date for such payment until the payment date.

910.Equity

As of ~~September~~March 3031, ~~2025~~2026, Cactus Inc. owned 86.26% of Cactus Companies as compared to 8586.63% of Cactus Companies as of December 31, ~~2024~~2025. As of ~~September~~March 3031, ~~2025~~2026, Cactus Inc. had outstanding 6869.84 million shares of Class A common stock (representing 86.26% of the total voting power) and 1110.08 million shares of Class B common stock (representing 13.84% of the total voting power).

Redemptions of CC Units

As part of the CC Reorganization in connection with the acquisition of FlexSteel, Cactus Companies acquired all of the outstanding units representing limited liability company interests of Cactus LLC (“CW Units”) in exchange for an equal number of CC Units issued to each of the previous owners of CW Units other than Cactus Inc. In connection with the CC Reorganization, Cactus Inc. and the owners of CC Units entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the “Cactus Companies LLC Agreement”). Pursuant to the Cactus Companies LLC Agreement, holders of CC Units are entitled to redeem their CC Units, which results in additional Class A common stock outstanding. Since our IPO in February 2018, an aggregate of 49.8 million CC Units (including CW Units prior to the CC Reorganization) and a corresponding number of shares of Class B common stock have been redeemed in exchange for shares of Class A common stock.

12During the three months ended March 31, 2026, 0.2 million CC Units together with a corresponding number of shares of Class B common stock, were redeemed in exchange for Class A common stock in accordance with the Cactus Companies LLC Agreement. There were no redemptions of CC units during the three months ended March 31, 2025.

February 2018, an aggregate of 49.6 million CC Units (including CW Units prior to the CC Reorganization) and a corresponding number of shares of Class B common stock have been redeemed in exchange for shares of Class A common stock.

During the nine months ended September 30, 2025 and 2024, 0.4 million and 1.1 million CC Units, respectively, together with a corresponding number of shares of Class B common stock, were redeemed in exchange for Class A common stock in accordance with the Cactus Companies LLC Agreement.

Dividends

Aggregate cash dividends of $0.4014 and $0.3713 per share of Class A common stock were declared during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, totaling $289.08 million and $~~24.~~9.0 million, respectively. Cash dividends paid during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 totaled $2710.82 million and $249.82 million, respectively. Dividends accrue on unvested equity-based awards on the date of record and are paid upon vesting. Dividends are not paid to our Class B common stockholders; however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to the owners of CC Units other than Cactus Inc. for any dividends declared on our Class A common stock. See further discussion of the distributions below under “Member Distributions.”

Share Repurchase Program

On June 6, 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million. Under our share repurchase program, shares may be repurchased from time to time in open market transactions or block trades, in privately negotiated transactions or any other method permitted under U.S. securities laws, rules and regulations. The repurchase program does not obligate the Company to purchase any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company did not repurchase shares of Class A common stock under the share repurchase program. As of ~~September~~March 3031, ~~2025~~2026, $146.3 million remained authorized for future repurchases of Class A common stock under the program.

Member Distributions

Distributions made by Cactus Companies are generally required to be made pro rata among all its members. For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, Cactus Companies distributed $629.36 million to Cactus Inc. to fund its dividend ~~and~~payment ~~estimated tax payments~~ and made pro rata distributions to the other members totaling $101.35 million over the same period. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, Cactus Companies distributed $5130.94 million to Cactus Inc. to fund its dividend and estimated tax payments and made pro rata distributions to the other members totaling $105.41 million.

Limitation of Members’ Liability

Under the terms of the Cactus Companies LLC Agreement, the members of Cactus Companies are not obligated for debt, liabilities, contracts or other obligations of Cactus Companies. Profits and losses are allocated to members as defined in the Cactus Companies LLC Agreement.

1311.Commitments and Contingencies

~~10.Commitments~~Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and ~~Contingencies~~employment related disputes.

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. A range of total possible losses for all litigation matters cannot be reasonably estimated. Based on our consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than as discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters. With respect to the litigation described below, if there was an adverse outcome, there could be a material impact on our business, financial condition and results of operations ~~expected for the year~~. Litigation is subject to inherent uncertainties and management's view may change in the future. Therefore, there can be no assurance as to the ultimate outcome of any dispute or claim.

On August 20, 2021, Cactus filed a complaint against Cameron International Corporation (“Cameron”) in the U.S. District Court for the Southern District of Texas, Civil Action No.: 4:21-cv-02720-ASH, seeking a declaratory judgment that Cactus frac operations do not infringe certain Cameron patents and that such patents are invalid. In response to that action, Cameron has asserted infringement of certain of those patents by Cactus’ SafeLink® frac flow system and is seeking past royalties and other damages related to the alleged infringement. The parties have been unable to reach an amicable settlement. The jury trial, originally scheduled on June 9, 2025, was delayed, and no new trial date has been set. At this time, we are not able to predict the outcome of these claims.

1112.Fair Value Measurements

Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs), observable inputs other than quoted prices in active markets (Level 2 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value based on the short-term nature of these accounts.

1417

1213.Segment Reporting

We operate in two business segments that offer different products and services and correspond to the manner in which the Company's Chief Executive Officer (the chief operating decision maker or "CODM") reviews and evaluates operating performance to make decisions about resources to be allocated to each segment.

Our reporting segments are:

•Pressure Control – engaged in the design, manufacture, sale, installation, service and associated rental of wellhead and pressure control equipment utilized during the drilling, completion and production phases of oil and gas wells.

•Spoolable Technologies – engaged in the design, manufacture, sale, installation, service and associated rental of onshore spoolable pipe technologies utilized for production, gathering and takeaway transportation of oil, gas or other liquids.

Financial information by business segment for the three months ended March 31, 2026 and 2025 is summarized below.

Three Months Ended September 30,

Three Months EndedMarch 31,

2025

2026

Pressure Control

Spoolable Technologies

Total

Revenues from external customers

~~168~~298,~~714~~449

9589,~~240~~900

~~263~~388,~~954~~349

Intersegment revenue

—1,723

—

—1,723

Total revenues

~~168~~300,~~714~~172

9589,~~240~~900

~~263~~390,~~954~~072

Reconciliation of revenue

Elimination of intersegment revenue

—(1,723)

Total consolidated revenues

~~263~~388,~~954~~349

Less:(1)

Cost of revenue from external customers

~~109~~221,~~547~~857

5754,~~284~~914

~~166,831~~$

276,771

Intersegment cost of revenue

~~237~~1,614

—

~~237~~1,614

Total cost of revenues

~~109~~223,~~784~~471

5754,~~284~~914

~~167~~278,~~068~~385

Reconciliation of cost of revenue

Elimination of intersegment cost of revenue

(~~237~~1,614)

Total consolidated cost of revenue

~~166~~276,~~831~~771

Selling, general, administrative expenses and other (2)

1438,~~407~~096

1211,~~150~~419

Segment profit

4438,~~523~~605

2523,~~806~~567

7062,~~329~~172

Reconciliation of segment profit

Elimination of intersegment profit

~~237~~(109)

Total consolidated segment profit

7062,~~566~~063

Corporate expenses (3)

(912,~~332~~559)

Total operating income

6149,~~234~~504

Interest income, net

~~2,977~~220

Other income, net

~~221~~—

Income before income taxes

6449,~~432~~724

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) For each reportable segment, the 'Selling, general, administrative expenses and other' line items category includes: salaries and wages, stock based compensation amortization expense, depreciation expense, professional fees, rent expense, and other miscellaneous items.

(3) Comprised primarily of expenses not allocated to our operating segments.

1518

Three Months Ended September 30,

Three Months EndedMarch 31,

2024

2025

Pressure Control

Spoolable Technologies

Total

Revenues from external customers

~~185~~187,~~026~~741

~~108~~92,~~155~~578

~~293~~280,~~181~~319

Intersegment revenue

732,536

—

732,536

Total revenues

~~185~~190,~~099~~277

~~108~~92,~~155~~578

~~293~~282,~~254~~855

Reconciliation of revenue

Elimination of intersegment revenue

(732,536)

Total consolidated revenues

~~293~~280,~~181~~319

Less:(1)

Cost of revenue from external customers

~~115~~116,~~920~~246

6256,~~959~~335

~~178~~172,~~879~~581

Intersegment cost of revenue

~~112~~2,226

—

~~112~~2,226

Total cost of revenues

~~116~~118,~~032~~472

6256,~~959~~335

~~178~~174,~~991~~807

Reconciliation of cost of revenue

Elimination of intersegment cost of revenue

(~~112~~2,226)

Total consolidated cost of revenue

~~178~~172,~~879~~581

Selling, general, administrative expenses and other (2)

1617,~~530~~472

12,~~289~~367

Segment profit

5254,~~537~~333

3223,~~907~~876

8578,~~444~~209

Reconciliation of segment profit

Elimination of intersegment profit

39(310)

Total consolidated segment profit

8577,~~483~~899

Corporate expenses (3)

(89,~~691~~287)

Total operating income

7668,~~792~~612

Interest income, net

2,~~062~~325

Other income, net

—

Income before income taxes

7870,~~854~~937

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(3) Comprised primarily of expenses not allocated to our operating segments.

	Nine Months EndedSeptember 30,
	2025
	Pressure Control		Spoolable Technologies		Total
Revenues from external customers	$	533,805	$	284,043	$	817,848
Intersegment revenue	4,958		—		4,958
Total revenues	538,763		284,043		822,806
Reconciliation of revenue
Elimination of intersegment revenue					(4,958)
Total consolidated revenues					817,848
Less:(1)
Cost of revenue from external customers	$	343,536	$	169,456	$	512,992
Intersegment cost of revenue	4,534		—		4,534
Total cost of revenues	348,070		169,456		517,526
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue					(4,534)
Total consolidated cost of revenue					512,992
Selling, general, administrative expenses and other (2)	49,504		36,852
Segment profit	$	141,189	$	77,735	$	218,924
Reconciliation of segment profit
Elimination of intersegment profit					(424)
Total consolidated segment profit					$	218,500
Corporate expenses (3)					(27,849)
Total operating income					$	190,651
Interest income, net					7,820
Other income, net					221
Income before income taxes					$	198,692

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(3) Comprised primarily of expenses not allocated to our operating segments.

	Nine Months EndedSeptember 30,
	2024
	Pressure Control		Spoolable Technologies		Total
Revenues from external customers	$	546,727	$	310,966	$	857,693
Intersegment revenue	592		—		592
Total revenues	547,319		310,966		858,285
Reconciliation of revenue
Elimination of intersegment revenue					(592)
Total consolidated revenues					857,693
Less:(1)
Cost of revenue from external customers	$	345,322	$	178,871	$	524,193
Intersegment cost of revenue	526		—		526
Total cost of revenues	345,848		178,871		524,719
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue					(526)
Total consolidated cost of revenue					524,193
Selling, general, administrative expenses and other (2)	41,590		52,754
Segment profit	$	159,881	$	79,341	$	239,222
Reconciliation of segment profit
Elimination of intersegment profit					(66)
Total consolidated segment profit					$	239,156
Corporate expenses (3)					(19,995)
Total operating income					$	219,161
Interest income, net					4,156
Other income, net					—
Income before income taxes					$	223,317

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(3) Comprised primarily of expenses not allocated to our operating segments.

Assets are not reported to the CODM on a segment basis as it is not a meaningful measure used to run the business.

1819

1314.Earnings per Share

Basic earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during the period by the weighted average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during that period by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We use the if-converted method to determine the potential dilutive effect of outstanding CC Units and corresponding shares of outstanding Class B common stock. We use the treasury stock method to determine the potential dilutive effect of unvested stock-based compensation awards assuming that the proceeds will be used to purchase shares of Class A common stock. For our unvested performance stock units, we first apply the criteria for contingently issuable shares before determining the potential dilutive effect using the treasury stock method.

The following table summarizes the basic and diluted earnings per share calculations:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
			Three Months EndedMarch 31,
	2025		2024		2025		2024
					2026		2025
Numerator:
Net income attributable to Cactus Inc.—basic	$	41,624	$	49,927	$	126,176	$	138,720
Net income attributable to Cactus Inc.					$	32,906	$	44,223
Net income attributable to non-controlling interest (1)	—		9,567		—		27,998
Less: Accretion of redeemable non-controlling interest to redemption value					81,507		—
Net income attributable to Cactus Inc.—diluted (1)	$	41,624	$	59,494	$	126,176	$	166,718
Net (loss) income attributable to Cactus Inc. including accretion of redeemable non-controlling interest to redemption value —basic(1)					$	(48,601)	$	44,223
Net (loss) income attributable to Cactus Inc.—diluted (1)					$	(48,601)	$	44,223
Denominator:
Weighted average Class A shares outstanding—basic	~~68,681~~		~~66,563~~		6869,~~465~~026		6668,~~030~~194
Effect of dilutive shares (2)	~~515~~		~~13,627~~		~~412~~—		~~13,747~~470
Weighted average Class A shares outstanding—diluted (2)	~~69,196~~		~~80,190~~		6869,~~877~~026		7968,~~777~~664
Earnings per Class A share—basic	$	0.61	$	0.75	$	1.84	$	2.10
(Loss) earnings per Class A share—basic					$	(0.70)	$	0.65
Earnings per Class A share—diluted (1)(2)	$	0.60	$	0.74	$	1.83	$	2.09
(Loss) earnings per Class A share—diluted (1)(2)					$	(0.70)	$	0.64

(1)~~The~~Diluted ~~numerator~~earnings isper ~~adjusted~~share indoes ~~the~~not ~~calculation~~reflect ofany ~~diluted~~incremental ~~earnings~~shares ~~per~~related ~~share~~to ~~under~~redeemable ~~the~~equity, ~~if-converted~~as ~~method~~such toinstruments ~~include~~are ~~net~~not ~~income~~participating ~~attributable~~securities and do not give rise to potentially dilutive common shares. However, the ~~non-controlling~~accretion ~~interest~~of ~~calculated~~redeemable asequity to its ~~pre-tax~~redemption ~~income~~value ~~adjusted~~is ~~for~~treated as a ~~corporate~~deemed ~~effective~~dividend ~~tax~~and ~~rate~~reduces ofnet ~~26%~~income ~~for~~available to common shareholders in the ~~three~~calculation of both basic and ~~nine~~ ~~months~~diluted ~~ended~~earnings ~~September 30~~per share. Accordingly, ~~2024~~the impact of redeemable equity on earnings per share is limited to this income allocation adjustment, with no effect on the weighted-average shares outstanding.

(2)For the three months ended March 31, 2026, the Company reported a net loss primarily due to the accretion of redeemable non-controlling interest to its redemption value as of the reporting date. Accordingly, all potentially dilutive securities were excluded from the computation of diluted EPS, as their inclusion would have been anti-dilutive. These exclusions consisted of 10.9 million weighted average shares of Class B common stock and 0.7 million shares of class A common stock underlying restricted stock units and performance stock units. Diluted earnings per share for the three ~~and nine~~ months ended ~~September~~March 3031, 2025 excludes 11.~~2 million~~4 ~~and 11.3~~ million weighted average shares of Class B common stock, ~~respectively,~~ as the effect would be anti-dilutive.

1920

15.Contract Liabilities

Contract liabilities include deferred income primarily on long-term contracts to construct technically complex equipment, long-term product maintenance or extended warranty arrangements and progress collections, which reflects billings in excess of revenue. Contract liabilities consist of the following:


	March 31, 2026		December 31, 2025
Deferred income	$	30,390	$	7,707
Progress collections	3,203		—
Contract liabilities	$	33,593	$	7,707

Revenue recognized during the three months ended March 31, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $7.0 million and $4.1 million, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Cactus,” “we,” “us” and “our” refer to Cactus, Inc. (“Cactus Inc.”) and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, which are difficult to predict, including those described above in “Cautionary Note Regarding Forward-Looking Statements,” and in the risk factors included in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report and "Part II, Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and this Quarterly Report. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.

Executive Summary

Cactus is an equipment solutions provider primarily for onshore oil and gas markets. ~~Founded~~Cactus was founded in 2011 by a management group that previously operated two of the largest wellhead providers at the time. Since its formation, Cactus has rapidly grown to be a leading provider of wellhead solutions to the U.S. onshore market. OnWith ~~February 28, 2023, Cactus acquired FlexSteel, which similarly grew from its founding in 2003 to its current status as a leading provider of spoolable pipe technologies, primarily to~~ the ~~U.S. onshore market. We believe this~~ acquisition ~~enhances our position as a premier manufacturer and provider~~ of ~~highly engineered equipment to the exploration and production ("E&P") industry and should provide meaningful growth. We further believe FlexSteel’s products are highly complementary to~~ Cactus’ ~~equipment as it expands our exposure to our customers’ operations from production trees to transportation of oil~~International, ~~gas~~Cactus ~~and~~is ~~other~~now ~~liquids,~~a asglobal ~~well~~wellhead ~~as to additional customers operating in the midstream area~~supplier.

On February 28, 2023, Cactus acquired FlexSteel, which grew from its founding in 2003 to its current status as a leading provider of spoolable pipe technologies, primarily to the U.S. onshore market. We believe this acquisition enhanced our position as a premier manufacturer and provider of highly engineered equipment to the exploration and production ("E&P") industry and has provided opportunities for meaningful growth. FlexSteel’s spoolable technology products complement Cactus’ pressure control equipment, and the combined business allows for exposure to customers operations from production trees to transportation of oil, gas and other liquids, as well as to additional customers operating in the midstream area.

Demand for our products and services depends primarily upon oil and gas industry activity levels, including the number of active drilling rigs, the number of wells being drilled, the number of wells being completed, and the volume of newly producing wells, among other factors.

Revenues

Our revenues are derived from three sources: products, rentals, and field service and other. Product revenues are derived from the sale of wellhead systems, production trees and spoolable pipe and fittings. Rental revenues are derived from the rental of equipment used during the completion process, the repair of such equipment, and the rental of equipment or tools used to install wellhead equipment or spoolable pipe. Field service and other revenues are earned when we provide installation and other field services for both product sales and equipment rental.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we derived 7677% of total revenues from the sale of our products, 84% of total revenues from rental and 1619% of total revenues from field service and other. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we derived 7674% of total revenues from the sale of our products, 910% of total revenues from rental and 1516% of total revenues from field service and other. We have ~~predominantly~~worldwide ~~domestic~~ operations, including the U.S., Saudi Arabia, UAE, and China, with more limited operations in Australia, ~~Canada,~~ and ~~the Middle East~~Canada, as well as sales in other international markets.

We operate in two business segments consisting of the Pressure Control segment and the Spoolable Technologies segment.

Pressure Control

The Pressure Control segment designs, manufactures, sells and rents a range of wellhead and pressure control equipment under the Cactus Wellhead brand. Products are sold and rented principally for onshore conventional and unconventional oil and gas wells, and are utilized during the drilling, completion and production phases of our customers’ wells. In addition, we provide field services for all of our products and rental items to assist with the installation, maintenance and handling of the equipment.

We operate through service centers in the United States, which are strategically located in the key oil and gas producing regions~~, and in Australia~~. These service centers support our field services and provide equipment assembly and repair services. We also provide rental and service operations in the Kingdom of Saudi Arabia and Australia. Pressure Control manufacturing and production facilities are located in Bossier City, Louisiana, Suzhou, China, Saudi Arabia, Abu Dhabi, and Hai Duong,Vietnam.

2016

Demand for our product sales in the Pressure Control segment is driven primarily by the number of new wells drilled, as each new well requires a wellhead and, after the completion phase, a production tree. Demand for our rental items is driven primarily by ~~the number of~~ well completions as we rent frac trees to oil and gas operators to assist in hydraulic fracturing. Rental demand is also driven to a lesser extent by drilling activity as we rent tools used in the installation of wellheads. Field service and other revenues are closely correlated with revenues from product sales and rentals, as items sold or rented almost always have an associated service component.

Spoolable Technologies

The Spoolable Technologies segment designs, manufactures, and sells spoolable pipe and associated end fittings under the FlexSteel brand. Our customers use these products primarily as production, gathering, and takeaway pipelines to transport oil, gas or other liquids. In addition, we also provide field services and rental items to assist our customers with the installation of these products. We support our field service operations through service centers and pipe yards located in oil and gas regions throughout the United States and Western Canada. Our manufacturing facility is located in Baytown, Texas.

Demand for our product sales in the Spoolable Technologies segment is driven primarily by the number of wells being placed into production after the completions phase, as customers use our spoolable pipe and associated fittings to bring wells more rapidly onto production. Rental and field service and other revenues are closely correlated with revenues from product sales, as items sold usually have an associated rental and service component.

Recent Developments and Trends

Oil and Natural Gas Prices

The following table summarizes average oil and natural gas prices ~~in North America~~ over the indicated periods, as well as industry activity levels as reflected by the average number of active onshore drilling rigs during the same periods.

	Three Months Ended				~~Nine Months Ended~~
	September 30, 2025		June 30, 2025			September 30, 2025				September 30, 2024
	March 31, 2026		December 31, 2025					March 31, 2025
WTI Oil Price ($/bbl) (1)	$	65.78	$	64.57		$	67.31			$	78.58
Brent Oil Price ($/bbl) (1)	$	80.72	$	63.65				$	75.87
Natural Gas Price ($/MMBtu) (2)	$	3.03	$	3.19		$	3.45			$	2.05
WTI Oil Price ($/bbl) (2)	$	72.74	$	59.62				$	71.78
U.S. Land Drilling Rigs (3)	525		556			551				583
Natural Gas Price ($/MMBtu) (3)	$	4.71	$	3.73				$	4.14
U.S. Land Drilling Rigs (4)	530		527					572
International Land Drilling Rigs (4)	841		833					847

(1) EIA ~~Cushing,~~Europe OKBrent ~~West Texas Intermediate ("WTI")~~ spot price.

(2) EIA ~~Henry~~Cushing, ~~Hub~~OK ~~Natural~~West ~~Gas~~Texas ~~spot~~Intermediate ~~price per million British Thermal Unit~~ (~~“MMBtu”~~"WTI") spot price.

(3) ~~Based~~EIA onHenry ~~data~~Hub ~~made~~Natural ~~publicly~~Gas ~~available~~spot byprice ~~Baker~~per ~~Hughes~~million ~~Company.~~British Thermal Unit (“MMBtu”).

In(4) ~~the~~Based third quarter of 2025, average U.S. land drilling activity levels declined approximately 6% compared to the second quarter of 2025 as weaker commodity prices and an uncertain global economic outlook continued to impact activity levels. Average natural gas prices were down approximately 5% from the second quarter of 2025, as weaker demand persisted due to a milder summer than anticipated, and storage levels remained above five-year averages throughout the third quarter. The medium to long-term outlook for natural gas demand remains strong. Average oil prices increased 2% in the third quarter of 2025 compared to the second quarter of 2025. Prices remained relatively stable as concerns of OPEC+ supply increases were largely offset by increased risk premiums from ongoing global conflicts, driven by increased Ukrainian attacks on ~~Russian~~data ~~oil~~made ~~infrastructure,~~publicly ~~and~~available ~~the imposition~~ by ~~the~~Baker ~~U.S.~~Hughes ~~of tariffs on goods imported from India in response to India’s purchase of discounted Russian crude oil~~Company.

The Company’s operating results continue to be impacted by conditions in the oil and gas industry, which are driven by global commodity prices, drilling and completion activity levels, and supply and demand dynamics.

Average WTI oil prices increased approximately 22% in the first quarter of 2026, as the outbreak of the conflict in Iran and associated supply disruption drove rapid price increases in March. WTI began the year on January 2 at $57.21 and closed March 31 at $102.86, an increase of approximately 80%. Brent oil prices similarly increased approximately 27% on average in the first quarter from the fourth quarter. Oil price levels remain elevated as geopolitical tensions continue in the Middle East, and the continued export of oil through the Strait of Hormuz remains uncertain. Average natural gas prices increased approximately 26% in the first quarter, largely due to a winter storm in the U.S. leading to elevated prices and low storage levels in January. Storage levels have since recovered to near five-year average levels and prices have moderated.

In the first quarter of 2026, average U.S. land drilling activity levels were relatively flat compared to the fourth quarter of 2025, as customers generally continued stable drilling programs despite elevated commodity prices reflecting E&P capital discipline. International land drilling levels increased approximately 1% from the fourth quarter of 2025, led by increased activity in the Middle East and Latin America, offset by declines in Asia.

U.S. Trade Policies

Over the course of 2025 and 2026, the Trump administration ~~has~~ implemented and announced a number of new tariffs, including new Section 232 tariffs of 50% on imports of steel and certain products made from steel from most countries outside of the U.S., ~~Synthetic~~Threats ~~Opioid~~and ~~tariffs~~actual implementation of ~~20%~~tariffs oncontinue ~~all~~to ~~imports~~cause ~~from~~market ~~China,~~and geopolitical uncertainty. Tariff announcements and ~~broad~~implementation ~~“Reciprocal”~~have ~~tariffs~~caused ~~with~~global ~~varying~~equity, ~~rates~~bond, ~~applied~~and currency markets to ~~U.S.~~experience ~~trading~~heightened ~~partners~~levels ~~across~~of ~~the~~volatility ~~globe.~~as Inmarket ~~October~~participants ~~2025,~~incorporate ~~China~~potential ~~announced~~effects ~~additional~~of ~~export~~supply ~~controls~~chain ~~regarding~~disruption, ~~rare~~inflation, ~~earth~~and ~~minerals.~~consumer demand into pricing models. In ~~response~~February 2026, the ~~Trump~~United ~~administration~~States ~~announced~~Supreme ~~its~~Court ~~intention~~ruled tothat ~~apply~~certain antariffs ~~additional~~were ~~100%~~unlawful, ~~tariff~~resulting onin ~~goods~~the ~~imported~~implementation ~~from~~of ~~China~~alternative ~~effective~~tariffs inunder ~~November~~Section ~~2025~~122 and further market uncertainty. As ~~After~~a ~~these~~result ~~tariff~~of ~~announcements,~~the ~~global~~Supreme ~~equity~~Court ruling, ~~bond~~we have filed a claim for certain tariff refunds and ~~currency~~are ~~markets~~monitoring ~~have~~the ~~experienced~~situation ~~heightened~~closely, ~~levels~~but there is no guarantee that any claim will be honored. The refunds being pursued represent a limited component of ~~volatility~~the ~~due~~overall totariff impact incurred by the ~~potential~~Company ~~disruption~~as tothe ~~global~~most ~~trade,~~material tariff incurred by the ~~increasingly~~Company ~~uncertain~~under ~~global~~Section ~~economic~~232 ~~and~~remains unchanged.

21We are incurring, and expect to continue to incur, elevated tariff expenses on our goods imported from Vietnam and China, and experience generally higher steel input costs at our Bossier City manufacturing facility as a result of the broad Section 232 tariffs. Both tariffs and higher steel input costs have impacted profitability, although the impact has been partially mitigated by cost reduction and recovery efforts.

~~inflation~~Conflict ~~outlook,~~in ~~and the negative implications of reduced consumer demand for potentially more expensive imported products and energy.~~ Iran

WeThe ~~are~~outbreak ~~incurring,~~of ~~and~~the ~~expect~~conflict tobetween ~~continue~~the toUnited ~~incur~~States, ~~elevated~~Israel, ~~tariff~~and ~~expenses~~Iran onin ~~our~~February ~~goods~~has ~~imported~~significantly ~~from~~disrupted ~~Vietnam~~global ~~and~~oil ~~China,~~supply. ~~and~~Our ~~experience~~operations ~~generally~~in ~~higher~~the ~~steel~~region ~~input~~have ~~costs~~been atadversely ~~our~~impacted, ~~Bossier~~and ~~City~~we ~~manufacturing~~continue ~~facility~~to asprioritize athe ~~result~~safety of ~~the~~personnel ~~broad~~in ~~Section~~the ~~232~~region. ~~tariffs,~~We ~~which~~have ~~should~~experienced ~~both~~and ~~impact~~expect ~~profitability~~ to ~~the~~continue ~~extent~~to weexperience ~~cannot~~significant ~~offset~~disruptions ~~such~~to ~~increases~~our ~~with~~operations, ~~cost~~our ~~reduction~~customers’ ~~efforts~~drilling activities, and ~~increased~~our ~~pricing.~~supply ~~The~~chain ~~weaker~~along ~~oil~~with ~~demand and~~ increased ~~supply~~freight ~~outlook~~costs ~~and~~due ~~associated~~to ~~decline~~the inconflict, ~~commodity~~and ~~pricing~~particularly ~~has~~the ~~led~~impediment ~~and~~of istraffic ~~likely~~through tothe ~~continue~~Strait toof ~~lead~~Hormuz. toContinued ~~lower~~conflict ~~U.S.~~in ~~land~~the ~~drilling~~region ~~and~~may ~~completion~~lead ~~activity~~to ~~levels~~reduced asrevenues ~~2025~~and ~~progresses,~~profits and ~~correspondingly~~increased ~~reduced~~costs ~~demand~~from ~~for~~ our ~~products~~business ~~and~~in ~~services~~the region.

Pillar Two Framework

The Organization for Economic Cooperation and Development (“OECD”) has introduced a framework (“Pillar Two”) that provides for a new, global minimum tax of at least 15% on the income of large multinational corporations arising in each jurisdiction in which they operate. Pillar Two is being implemented on a country-by-country basis, and many countries have adopted rules in this regard. The United States has raised concerns regarding Pillar Two and has set out a proposed “side-by-side” solution under which U.S. parented groups (such as the Company) would be exempted from certain minimum taxes under Pillar Two in recognition of the existing U.S. minimum tax rules to which they are subject. On June 28, 2025, the Group of Seven issued a statement indicating that they agree that a side-by-side solution could preserve gains made by jurisdictions in tackling base erosion and profit shifting and provide clarity and stability in the international tax landscape. However, none of the OECD member states that have adopted Pillar Two have enacted rules necessary to implement the side-by-side solution. The Company continues to evaluate the impact of both Pillar Two and the proposed side-by-side solution and estimates the impacts to income tax expense to be immaterial.

2025 Tax Legislation

On July 4, 2025, tax legislation colloquially known as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes tax provisions such as the reinstatement of immediate deductibility of certain capital expenditures for tangible, depreciable personal property of domestic research and development expenditures. These provisions have the effect of accelerating tax deductions which, in turn, will reduce current tax expense with an offset to deferred tax expense. The Company continues to evaluate the impacts of this legislation but anticipates the impact to total income tax expense will be immaterial.

Baker Hughes Transaction

In June 2025, Cactus Companies entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings LLC (“Baker Hughes Holdings”) and Baker Hughes Pressure Control LP (“Baker Hughes Pressure Control”), each of which is an indirect subsidiary of Baker Hughes Company, pursuant to which the Company will acquire a controlling interest in Baker Hughes Company’s surface pressure control business.

Prior to the closing of the transactions contemplated by the Framework Agreement (“the “Closing”), Baker Hughes Holdings will effect certain restructuring transactions on the terms and subject to the conditions set forth in the Framework Agreement, as a result of which Baker Hughes Pressure Control or certain of its subsidiaries will own the Business Assets and the Business Liabilities (each as defined in the Framework Agreement) (collectively, the “Acquired Business”).

At Closing and pursuant to the Framework Agreement, Baker Hughes Holdings or one or more affiliates thereof will sell 65% of the limited liability company membership interests in Baker Hughes Pressure Control to Cactus Companies or an affiliate thereof for a cash purchase price of $344.5 million, subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after Closing (such transaction, the “Baker Hughes Transaction” and the strategic relationship created thereby, the “Joint Venture”). Subject to satisfaction of the closing conditions, the Baker Hughes Transaction is expected to close early 2026.

Critical Accounting Policies and Estimates

A discussion of our critical accounting policies and estimates is contained in our ~~2024~~2025 Annual Report on Form 10-K. There have not been any changes in our critical accounting policies since December 31, ~~2024~~2025.

2218

Consolidated Results of Operations

The following discussions relating to significant line items from our condensed consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items.

We have two operating segments consisting of the Pressure Control segment and the Spoolable Technologies segment. Our results of operations are evaluated by the Chief Executive Officer on a consolidated basis as well as at the segment level. The performance of our operating segments is primarily evaluated based on segment operating income (in addition to other measures), which is defined as income before taxes and before interest income (expense), net, other income (expense), net and corporate and other expenses not allocated to the operating segments.

Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to Three Months Ended ~~June~~December 3031, 2025

The following table presents a summary of the segment consolidated operating results for the periods indicated:

Three Months Ended

September 30, 2025

June 30, 2025

$ Change

% Change

March 31, 2026

December 31, 2025

$ Change

% Change

(in thousands)

Revenues

Pressure Control

~~168~~300,~~714~~172

~~179~~178,~~772~~428

~~(11~~121,~~058)~~744

(668.2)

Spoolable Technologies

9589,~~240~~900

9684,~~225~~202

~~(985)~~5,698

(16.0)8

Corporate and other

—(1,723)

(21,~~422~~427)

~~2,422~~(296)

—(20.7)

Total revenues

~~263~~388,~~954~~349

~~273~~261,~~575~~203

(9127,~~621)~~146

(348.5)7

Operating income

Pressure Control

4438,~~523~~605

4248,~~333~~672

2(10,~~190~~067)

5(20.27)

Spoolable Technologies

2523,~~806~~567

2820,~~053~~925

(2,~~247)~~642

(812.0)6

Total segment operating income

7062,~~329~~172

7069,~~386~~597

(577,425)

(010.17)

Corporate and other expenses

(912,~~095~~668)

(9,~~581~~747)

~~486~~(2,921)

5(30.10)

Total operating income

6149,~~234~~504

6059,~~805~~850

~~429~~(10,346)

0(17.73)

Interest income, net

~~2,977~~220

23,~~518~~142

~~459~~(2,922)

18(93.20)

Other income, net

221

—

221

—

Other expense, net

—

(1,015)

1,015

(100.0)

Income before income taxes

6449,~~432~~724

6361,~~323~~977

1(12,~~109~~253)

1(19.8)

Income tax expense

149,~~244~~503

1413,~~276~~675

(324,172)

(030.25)

Net income

5040,~~188~~221

4948,~~047~~302

1(8,~~141~~081)

2(16.37)

Less: net income attributable to non-controlling interest

87,~~564~~315

8,~~718~~464

(~~154~~1,149)

(113.86)

Net income attributable to Cactus Inc.

4132,~~624~~906

4039,~~329~~838

1(6,~~295~~932)

3(17.24)

Pressure Control. Pressure Control revenue for the ~~third~~first quarter of ~~2025~~2026 was $~~168~~300.72 million, aan ~~decrease~~increase of $11121.17 million, or 668.2%, from the ~~second~~fourth quarter of 2025 primarily ~~due~~driven toby ~~lower~~international ~~sales~~contributions offrom ~~wellhead~~the ~~and~~newly ~~production~~acquired ~~related~~Cactus ~~equipment,~~International ~~reflecting~~joint ~~reduced customer activity during the third quarter~~venture, ~~along~~partially ~~with~~offset by a decline in domestic rental revenue. Pressure Control operating income of $4438.56 million for the ~~third~~first quarter of ~~2025~~2026 ~~increased~~decreased $210.21 million, or 520.27% from the ~~second~~fourth quarter of 2025, ~~primarily~~as ~~due~~increased tooperating ~~the~~income ~~implementation~~from ofCactus ~~cost~~International ~~reduction~~was ~~initiatives~~more ~~combined~~than ~~with~~offset ~~reduced~~by ~~legal~~the ~~expenses~~impacts of purchase accounting.

Spoolable Technologies. Spoolable Technologies revenue for the ~~third~~first quarter of ~~2025~~2026 was $9589.29 million, aan ~~decrease~~increase of $15.07 million, or 16.08% from the ~~second~~fourth quarter of 2025 primarily due to ~~lower~~higher domestic ~~activity~~and ~~levels,~~international ~~offset~~customer byactivity ~~stronger international sales~~levels. Total operating income for Spoolable Technologies for the ~~third~~first quarter of ~~2025~~2026 was $2523.86 million, compared to operating income of $2820.19 million for the ~~second~~fourth quarter of 2025, aan ~~decrease~~increase of $2.26 million, or 812.06%, from the ~~second~~fourth quarter of 2025. The ~~decrease~~increase in operating income was primarily due to ~~lower~~higher volume and ~~margins~~lower ~~decreased~~selling, ongeneral ~~higher~~and ~~input~~administrative ~~costs~~expenses.

2319

Corporate and other. Corporate and other revenue represents the elimination of inter-segment sales from our Pressure Control segment to our Spoolable Technologies segment. Corporate and other expenses include costs associated with executive management and other administrative functions not directly attributable to our reporting segment. Corporate and other expenses for the ~~third~~first quarter of ~~2025~~2026 was $912.17 million, aan ~~decrease~~increase of $02.59 million, or 530.10% from the ~~second~~fourth quarter of 2025 primarily due to ~~lower~~higher transaction and integration expenses. The expenses in both quarters include similar levels of expenses for professional fees associated with the Baker Hughes Transaction.

Interest income, net. Interest income, net was $3.0.2 million for the ~~third~~first quarter of ~~2025~~2026 and $23.51 million for the ~~second~~fourth quarter of 2025 resulting from lower levels of cash invested during the first quarter resulting from the completion of the Acquisition. The interest income, net is primarily comprised of interest income earned on the invested cash balance.

Other ~~income~~expense, net. Other ~~income~~expense, net had a decrease of $01.20 million ~~for~~compared to the ~~third~~fourth quarter of 2025 ~~relates~~primarily related to the revaluation of anthe ~~indemnity~~liability related to the tax receivable ~~asset~~agreement ~~related~~as a result of changes to the ~~FlexSteel~~forecasted ~~acquisition.~~state tax rate.

Income tax expense. Income tax expense for the ~~third~~first quarter of ~~2025~~2026 was $149.25 million compared to $1413.37 million for the ~~second~~fourth quarter of 2025. Cactus Inc. is only subject to federal and state income tax on its share of income from Cactus Companies. Income allocated to the non-controlling interest is only taxable to the non-controlling interest.

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025

The following table presents a summary of the segment consolidated operating results for the periods indicated:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		$ Change		% Change
	2026		2025		$ Change		% Change
	(in thousands)
Revenues
Pressure Control	$	~~538~~300,~~763~~172	$	~~547~~190,~~319~~277	$	(8109,~~556)~~895	(157.6)8	%
Spoolable Technologies	~~284~~89,~~043~~900		~~310~~92,~~966~~578		(262,~~923~~678)		(82.79)
Corporate and other	(41,~~958~~723)		(~~592~~2,536)		~~(4,366)~~813		nm32.1
Total revenues	~~817~~388,~~848~~349		~~857~~280,~~693~~319		~~(39~~108,~~845)~~030		(438.6)5
Operating income
Pressure Control	~~141~~38,~~189~~605		~~159~~54,~~881~~333		(1815,~~692~~728)		(1128.79)
Spoolable Technologies	7723,~~735~~567		7923,~~341~~876		(~~1,606~~309)		(21.03)
Total segment operating income	~~218~~62,~~924~~172		~~239~~78,~~222~~209		(2016,~~298~~037)		(820.5)
Corporate and other expenses	(2812,~~273~~668)		(209,~~061~~597)		(83,~~212~~071)		(4032.90)
Total operating income	~~190~~49,~~651~~504		~~219~~68,~~161~~612		(2819,~~510~~108)		(1327.08)
Interest income, net	~~7,820~~220		42,~~156~~325		3(2,~~664~~105)		88(90.25)
Other income, net	221		—		221		—
Income before income taxes	49,724		70,937		(21,213)		(29.9)
Income before income taxes	198,692		223,317		(24,625)		(11.0)
Income tax expense	9,503		16,832		(7,329)		(43.5)
Income tax expense	45,352		48,006		(2,654)		(5.5)
Net income	40,221		54,105		(13,884)		(25.7)
Net income	153,340		175,311		(21,971)		(12.5)
Less: net income attributable to non-controlling interest	7,315		9,882		(2,567)		(26.0)
Less: net income attributable to non-controlling interest	27,164		36,591		(9,427)		(25.8)
Net income attributable to Cactus Inc.	$	32,906	$	44,223	$	(11,317)	(25.6)	%
Net income attributable to Cactus Inc.	$	126,176	$	138,720	$	(12,544)	(9.0)	%
nm = not meaningful

Pressure Control. Pressure Control revenue was $~~538~~300.82 million for the first ~~nine~~three months of ~~2025~~2026, aan ~~decrease~~increase of $8109.69 million, or 157.68%, from the first ~~nine~~three months of ~~2024~~2025, primarily ~~due~~driven toby ~~decreased~~international ~~sales~~contributions ~~of wellhead and production related equipment resulting~~ from ~~lower~~the ~~drilling~~newly ~~and~~acquired ~~completion~~Cactus ~~activity~~International byjoint ~~our customers following a decline in rig counts~~venture. Operating income of $~~141~~38.26 million in the first ~~nine~~three months of ~~2025~~2026 decreased $1815.7 million, or 1128.79%, from the first ~~nine~~three months of ~~2024~~2025. The decrease was primarily driven by higher operating income from Cactus

2420

~~decrease~~International, which was ~~primarily~~more ~~attributable~~than tooffset ~~escalated~~by ~~tariff~~the ~~cost~~ impacts ~~on product margins in the third quarter~~ of ~~2025,~~purchase asaccounting ~~well~~and as increased ~~legal~~tariff-related ~~expenses~~costs ~~and~~affecting ~~reserves~~product ~~recognized~~margins incompared ~~connection~~to ~~with~~prior ~~litigation claims~~year.

Spoolable Technologies. Spoolable Technologies revenue for the first ~~nine~~three months of ~~2025~~2026 was $~~284~~89.09 million, a decrease of $262.97 million, or 82.79%, from the first ~~nine~~three months of ~~2024~~2025, primarily due to reduced customer activity levels in the U.S. Total operating income was $7723.76 million in the first ~~nine~~three months of ~~2025~~2026, a decrease of $10.63 million, or 21.03%, compared to operating income of $7923.39 million in the first ~~nine~~three months of ~~2024~~2025. Operating income for the first ~~nine~~three months of ~~2025~~2026 reflected the impact of the lower volume. ~~Operating income for the first nine months of 2024 included approximately $16.3 million of expense related to the change in fair value of the estimated earn-out liability.~~

Corporate and other. Corporate and other revenue represents the elimination of inter-segment sales from our Pressure Control segment to our Spoolable Technologies segment. Corporate and other expenses include costs associated with executive management and other administrative functions not directly attributable to our reporting segment. Corporate and other expenses for the first ~~nine~~three months of ~~2025~~2026 was $2812.37 million, an increase of $83.21 million, or 4032.90% from the first ~~nine~~three months of ~~2024~~2025. The increase was largely attributable to professional fees and integration expenses associated with the Baker Hughes Transaction.

Interest income, net. Interest income, net for the first ~~nine~~three months of ~~2025~~2026 was $70.82 million, compared to $4.2.3 million for the first ~~nine~~three months of ~~2024~~2025. The ~~increase~~decrease was due to anlower ~~increase in~~ interest income earned on lower amounts of cash invested during the current period.

~~Other~~Income ~~income,~~tax ~~net~~expense. ~~Other~~Income ~~income,~~tax ~~net~~expense for the first three months of 2026 was $09.25 million compared to $16.8 million for the first ~~nine~~three months of 2025. ~~relates~~The decrease in income tax expense from the first three months of 2025 was primarily due to a decrease in operating income during the ~~revaluation~~first three months of an2026, ~~indemnity~~and ~~receivable~~an ~~asset~~income ~~related~~tax tobenefit from the ~~FlexSteel~~Cactus International acquisition.

Income tax expense. Income tax expense for the first nine months of 2025 was $45.4 million compared to $48.0 million for the first nine months of 2024. The decrease in income tax expense from the first nine months of 2024 was primarily due to a decrease in operating income during the first nine months of 2025, partially offset by an additional $1.2 million of expense related to the revaluation of our deferred tax asset as a result of a change in our forecasted state income tax rate.

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2025~~2026, we had $~~445~~291.6 million of cash and cash equivalents, including $97.8 million of cash held for certain restructuring activities related to the Cactus International acquisition. Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities, and borrowings under our Amended ABL Credit Facility (as defined in Note 67 in the notes to the unaudited condensed consolidated financial statements). Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed. As of ~~September~~March 3031, ~~2025~~2026, we had $223.27 million of available borrowing capacity under our Amended ABL Credit Facility with no outstanding borrowings, in addition to $100.0 million available under our Term Loan Facility (as defined in Note 7 in the notes to the unaudited condensed consolidated financial statements) and $1.83 million in letters of credit outstanding. We were in compliance with the covenants of the Amended ABL Credit Facility as of ~~September~~March 3031, ~~2025~~2026. Additionally, we have indemnified Baker Hughes for $27.4 million of contingent liabilities associated with letters of credit in support of Cactus International operations, which do not reduce the borrowing capacity under our Amended ABL Credit Facility.

In June 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million. Under our share repurchase program, shares may be repurchased from time to time in open market transactions or block trades, in privately negotiated transactions, or any other method permitted under U.S. securities laws, rules and regulations. The repurchase program does not obligate the Company to purchase any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. As of ~~September~~March 3031, ~~2025~~2026, $146.3 million remained authorized for future repurchases of Class A common stock under the program.

We ~~believe~~expect that our existing cash on hand, cash generated from operations and available borrowings under our Amended ABL Credit Facility and Term Loan Facility will be sufficient for ~~at least~~ the next 12 months to meet our ~~short-term~~material ~~anticipated~~ cash requirements, including working capital requirements, ~~the cash purchase price related to the Baker Hughes Transaction,~~ debt service obligations, anticipated capital expenditures, lease obligations, repurchases of shares of our Class A common stock, expected ~~Tax Receivable Agreement ("~~TRA") liability payments, anticipated tax liabilities, and dividends to holders of our Class A common stock as well as pro rata cash distributions to holders of CC Units other than Cactus Inc. We expect to utilize cash on hand and funds from the undrawn Amended ABL Credit Facility to fund the cash purchase price related to the Baker Hughes Transaction. However, we may elect to pursue one or more debt financing transactions prior to the Closing to enhance liquidity.

We currently estimate our net capital expenditures for the year ending December 31, ~~2025~~2026 will range from $40 to $4550 million. In the Pressure Control segment, capital expenditures are primarily related to U.S. service center enhancements, rental fleet investments, and international expansion, and ~~diversification~~less ofmaterial ~~our~~investments ~~low~~in low-cost supply chain. In the Spoolable Technologies segment, capital expenditures are primarily related to manufacturing plant enhancements and additional deployment equipment used for product installation.

2521

Our ability to satisfy our long-term liquidity requirements, including cash requirements to fund income tax liabilities and the TRA liability at Cactus Inc., along with associated distributions to holders of CC Units relating to their ownership of Cactus Companies, depends on our future operating performance, which is affected by, and subject to, prevailing economic conditions, market conditions in the E&P industry, availability and cost of raw materials, and financial, business and other factors, many of which are beyond our control. We will not be able to predict or control many of these factors, such as economic conditions in the markets where we operate, and competitive pressures. If necessary, we would likely choose to further reduce our spending on capital expenditures and operating expenses to ensure we operate within the cash flow generated from our operations.

Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025

The following table summarizes our cash flows for the periods indicated:

	Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2025		2024
	2026		2025
	(in thousands)
Net cash provided by operating activities	$	~~186~~128,~~148~~271	$	~~249~~41,~~518~~545
Net cash used in investing activities	(34309,~~725~~989)		(2415,~~051~~451)
Net cash used in financing activities	(4921,~~833~~529)		(5621,~~427~~791)

Net cash provided by operating activities was $~~186~~128.13 million and $~~249~~41.5 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. Operating cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased primarily due to ~~lower earnings and~~ an increase in working capital, largely driven by our recent acquisition of Cactus International.

Net cash used in investing activities was $34310.70 million and $2415.15 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. The increase for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was primarily due to ~~the~~cash ~~initial~~paid ~~investment~~to ofacquire Cactus International for $6371.0 million less $70.0 million ~~related to our joint venture~~ in ~~Vietnam~~cash ~~intended~~acquired tofrom ~~diversify~~the ~~our manufacturing capabilities as well as an increase in capital expenditures~~acquisition.

Net cash used in financing activities was $4921.85 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 compared to $5621.48 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in net cash used in financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was primarily related to a decrease in ~~share~~distributions ~~repurchases~~to members of ~~$3.4~~Cactus ~~million~~Companies ~~and~~of aapproximately $63.06 million. This decrease ~~related~~was topartially ~~the~~offset ~~payment~~by ofan ~~contingent~~increase ~~consideration~~in ~~established~~share asrepurchases of ~~the FlexSteel acquisition date~~$2.4 ~~These~~million ~~decreases~~as ~~are~~well ~~partially~~as ~~offset by~~ an increase in the payment of Class A share dividends of $31.0 million.

2622

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our ~~2024~~2025 Annual Report. Our exposure to market risk has not changed materially since December 31, ~~2024~~2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"). Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2025~~2026 at the reasonable assurance level.

As disclosed in Note 2 to the unaudited condensed consolidated financial statements, we acquired Cactus International on January 1, 2026 and accounted for this acquisition as a business combination. Cactus International’s total revenues constituted approximately 33% of our total consolidated revenues for the three months ended March 31, 2026. Cactus International’s total assets constituted approximately 37% of our total consolidated assets as of March 31, 2026. We excluded Cactus International’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management's assessment of the effectiveness of our disclosure controls and procedures. This exclusion is in accordance with the SEC staff’s general guidance that an assessment of a recently acquired business may be omitted from the scope of management’s assessment of internal controls over financial reporting for one year following the acquisition. We are in the process of implementing financial reporting controls and procedures at Cactus International as part of our ongoing integration activities.

Changes in Internal Control over Financial Reporting

~~There~~Except as described above, there were no changes in our internal control over financial reporting that occurred during the ~~third~~first quarter of ~~2025~~2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2723

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. For information concerning existing legal proceedings as of March 31, 2026, see Note 11 to our condensed consolidated financial statements.

A range of total possible losses for all litigation matters cannot be reasonably estimated. Based on our consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than as discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters. With respect to the litigation described below, if there was an adverse outcome there could be a material impact on our business, financial condition and results of operations expected for the year. Litigation is subject to inherent uncertainties and management's view may change in the future. Therefore, there can be no assurance as to the ultimate outcome of any dispute or claim.

On August 20, 2021, Cactus filed a complaint against Cameron International Corporation (“Cameron”) in the U.S. District Court for the Southern District of Texas, Civil Action No.: 4:21-cv-02720-ASH, seeking a declaratory judgment that Cactus frac operations do not infringe certain Cameron patents and that such patents are invalid. In response to that action, Cameron has asserted infringement of certain of those patents by Cactus’ SafeLink® frac flow system and is seeking past royalties and other damages related to the alleged infringement. The parties have been unable to reach an amicable settlement. The jury trial, originally scheduled on June 9, 2025, was delayed and no new trial date has been set. At this time, we are not able to predict the outcome of these claims.

Item 1A. Risk Factors.

In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our ~~2024~~2025 Annual Report, and ~~under the heading “Part II, Item 1A. Risk Factors”~~ in our ~~Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in our~~ other filings with the SEC, which could materially affect our business, results of operations, financial condition or cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition or cash flows. There have been no material changes in our risk factors from those described in our ~~2024~~2025 Annual Report, ~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025,~~ and our other SEC filings, except as follows:

~~Cost-cutting~~The ~~measures~~current ~~taken~~war ~~during~~between Iran and the ~~second~~United States and ~~third~~Israel ~~quarters~~will oflikely ~~2025~~continue ~~may~~to adversely impact our ~~business~~operations in the Middle East.

~~During~~Cactus ~~the~~International, ~~second~~a ~~and~~65% ~~third~~owned ~~quarters~~subsidiary of ~~2025~~ the Company, ~~implemented~~has ~~various~~plants ~~cost-cutting~~in ~~measures,~~the ~~such~~UAE asand ~~reductions~~Saudi inArabia ~~force~~that ~~and~~are ~~reductions~~subject into ~~service~~continued ~~assets,~~interruptions in ~~response~~operations due to anthe ~~anticipated~~war ~~downturn~~between Iran, and United States and Israel. The war has also impeded traffic through the Strait of Hormuz impacting our supply chain in the ~~price~~region and impacting the operations and concerns for the safety of ~~oil~~our employees and ~~gas,~~of ~~potentially~~our ~~leading~~customers in the Middle East. We have experienced and expect to acontinue ~~decrease~~to inexperience ~~demand~~significant ~~for~~delays and decreased order activities from our ~~products~~customers ~~and~~because ~~services~~of this disruption. IfThe ~~such~~delays ~~downturn~~in ~~does~~orders potentially impacts not ~~materialize~~only asour ~~anticipated~~operations orthrough Cactus International but also international sales by our Spoolable Technologies segment. There is no way to predict when this conflict will be resolved and when operations can be restored to the ~~market~~conditions ~~recovers~~that ~~more~~existed ~~quickly~~before ~~than~~the ~~anticipated,~~war. Until such ~~cost-cutting~~conditions ~~measures~~are ~~could~~restored, ~~inhibit~~we expect that our operations in the ~~Company's~~Middle ~~ability~~East toand ~~meet~~our ~~its~~financial ~~customers’~~results ~~needs~~will be adversely impacted.

~~Potential~~ ~~disruption~~The tocurrent ~~global~~war ~~supply~~between ~~chains~~Iran ~~due~~and tothe aUnited ~~U.S.~~States ~~government~~and ~~shutdown~~Israel ~~could~~may ~~adversely~~ impact or delay our ~~business~~ability ~~and~~to ~~our~~realize ~~operating~~the ~~results~~anticipated benefits from Cactus International.

AThe ~~prolonged~~disruptions orresulting ~~recurring~~from ~~shutdown~~the ofwar ~~the~~between ~~U.S.~~Iran ~~federal~~and ~~government~~the ~~could~~United ~~materially~~States ~~disrupt~~and ~~global~~Israel ~~supply~~may ~~chains~~impact ~~and~~our ~~adversely~~ability ~~affect~~to ~~our~~integrate ~~operations.~~the ~~Government~~Cactus ~~shutdowns~~International ~~may~~business ~~result~~with inthe ~~delays~~Company’s inbusiness. As ~~customs~~a ~~processing~~result, ~~regulatory~~our ~~approvals~~ability to achieve expected revenue, margin and ~~transportation~~synergy ~~logistics,~~targets ~~particularly~~related atto ~~ports~~the oftransaction ~~entry~~may ~~and~~also ~~border~~be ~~crossings~~adversely impacted. Continued ~~These~~ disruptions ~~can~~could ~~lead~~result in failure to ~~increased~~achieve ~~lead~~some ~~times~~or all the benefits expected to result from Cactus International and, ~~higher~~if ~~costs~~such benefits are delayed or not achieved, our business could be harmed. We cannot estimate the potential impact on our operations and ~~reduced~~financial ~~availability~~results ofgiven ~~critical~~the ~~materials~~uncertain and ~~components~~unpredictable ~~sourced~~nature ~~internationally~~of the current situation.

While we actively monitor geopolitical and regulatory developments and maintain contingency plans, the scope and duration of a government shutdown are inherently unpredictable. As such, we cannot guarantee that our mitigation strategies will fully offset the potential adverse effects on our supply chain and business operations.24

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following sets forth information with respect to our repurchases of Class A common stock during the three months ended ~~September~~March 3031, ~~2025~~2026 (in whole shares).

Period	Total number of shares purchased (1)	Weighted-average price paid per share (2)		Total number of shares purchased as part of publicly announced plans or programs (3)	Maximum dollar value of shares that may yet be purchased under the plans or program (3)
July 1-31, 2025	20	$	45.90	—	$	—
January 1-31, 2026	3,576	$	45.19	—	$	146,302,153
August 1-31, 2025	4,433	$	39.66	—	$	—
February 1-28, 2026	64,919	$	51.56	—	$	146,302,153
September 1-30, 2025	653	$	43.01	—	$	—
March 1-31, 2026	90,262	$	48.64	—	$	146,302,153
Total	5158,~~106~~757	$	4049.1176	—	$	146,302,153

(1)Consists of shares of Class A common stock repurchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.

(2)Average price paid for Class A common stock purchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.

(3)In June 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million.

Item 5. Other Information.

During the three months ended ~~September~~March 3031, ~~2025~~2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K., except as follows:

On March 11, 2026, Bender Investment Company, which is controlled by Scott Bender, our Chairman, Chief Executive Officer and Director, and Joel Bender, our President and Director, adopted a Rule 10b5-1 trading arrangement for the sale of up to 1,200,000 shares of our Class A Common Stock, subject to certain conditions. The arrangement's expiration date is June 29, 2027.

Item 6. Exhibits.

The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.

Exhibit No.						Description
3.1						Restated Certificate of Incorporation of Cactus, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024)
3.2						Amended and Restated Bylaws of Cactus, Inc. (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024)
10.1						Amended and Restated Limited Liability Company Agreement of Baker Hughes Pressure Control LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities Exchange Commission on January 2, 2026)#
31.1*						CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Definition Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

29# All or certain of the schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment of omitted items.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Cactus, Inc.
October 30, 2025	By:	/s/ Scott Bender
May 8, 2026	By:	/s/ Scott Bender
Date		Scott BenderChief Executive Officer, Chairman of the Board and Director(Principal Executive Officer)
October 30, 2025	By:	/s/ Jay A. Nutt
May 8, 2026	By:	/s/ Jay A. Nutt
Date		Jay A. NuttExecutive Vice President, and Chief Financial Officer ~~and Treasurer~~(Principal Financial Officer)

3027

Filing Compare · Cactus, Inc.