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Cactus, Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

WHD$60.66+4.4%Stored close · as of Nov 9, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)September 30,2025December 31,2024
Assets
Current assets
Cash and cash equivalents$445,614$342,843
Accounts receivable, net of allowance of $4,223 and $3,779, respectively201,382191,627
Inventories271,278226,796
Prepaid expenses and other current assets10,43813,422
Total current assets928,712774,688
Property and equipment, net346,616346,008
Operating lease right-of-use assets, net20,87024,094
Intangible assets, net152,001163,991
Goodwill203,028203,028
Deferred tax asset, net199,223219,003
Investment in unconsolidated affiliates5,692—
Other noncurrent assets8,6348,516
Total assets$1,864,776$1,739,328
Liabilities and Equity
Current liabilities
Accounts payable$67,248$72,001
Accrued expenses and other current liabilities75,87875,416
Current portion of liability related to tax receivable agreement20,29720,297
Finance lease obligations, current portion7,3947,024
Operating lease liabilities, current portion5,0524,086
Total current liabilities175,869178,824
Deferred tax liability, net2,4492,868
Liability related to tax receivable agreement, net of current portion261,367258,376
Finance lease obligations, net of current portion10,32910,528
Operating lease liabilities, net of current portion16,87520,078
Other noncurrent liabilities4,4754,475
Total liabilities471,364475,149
Commitments and contingencies
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 outstanding688681
Class B common stock, $0.01 par value, 215,000 shares authorized, 11,007 and 11,433 shares issued and outstanding——
Additional paid-in capital540,945520,794
Retained earnings650,356552,133
Accumulated other comprehensive loss(2,086)(2,491)
Total stockholders’ equity attributable to Cactus Inc.1,189,9031,071,117
Non-controlling interest203,509193,062
Total stockholders’ equity1,393,4121,264,179
Total liabilities and equity$1,864,776$1,739,328

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands, except per share data)2025202420252024
Revenues
Product revenue$206,822$221,406$624,045$649,818
Rental revenue17,36126,97966,26976,129
Field service and other revenue39,77144,796127,534131,746
Total revenues263,954293,181817,848857,693
Costs and expenses
Cost of product revenue123,589128,758368,560377,591
Cost of rental revenue10,83914,34637,33640,986
Cost of field service and other revenue32,40335,775107,096105,616
Selling, general and administrative expenses35,88937,372114,20598,021
Change in fair value of earn-out liability—138—16,318
Total costs and expenses202,720216,389627,197638,532
Operating income61,23476,792190,651219,161
Interest income, net2,9772,0627,8204,156
Other income, net221—221—
Income before income taxes64,43278,854198,692223,317
Income tax expense14,24416,41745,35248,006
Net income$50,188$62,437$153,340$175,311
Less: net income attributable to non-controlling interest8,56412,51027,16436,591
Net income attributable to Cactus Inc.$41,624$49,927$126,176$138,720
Earnings per Class A share - basic$0.61$0.75$1.84$2.10
Earnings per Class A share - diluted$0.60$0.74$1.83$2.09
Weighted average Class A shares outstanding - basic68,68166,56368,46566,030
Weighted average Class A shares outstanding - diluted69,19680,19068,87779,777

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in thousands)2025202420252024
Net income$50,188$62,437$153,340$175,311
Foreign currency translation adjustments(120)769542140
Comprehensive income$50,068$63,206$153,882$175,451
Less: comprehensive income attributable to non-controlling interest8,54612,67827,30136,644
Comprehensive income attributable to Cactus Inc.$41,522$50,528$126,581$138,807

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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 June 30, 202568,574$68511,260$—$530,945$618,554$(1,983)$200,336$1,348,537
Member distributions———————(1,560)(1,560)
Effect of CC Unit redemptions252—(252)—4,603——(4,603)—
Tax impact of equity transactions————267———267
Equity award vestings133——(143)——(64)(204)
Other comprehensive loss——————(103)(17)(120)
Stock-based compensation————5,273——8536,126
Cash dividends declared ($0.14 per share)—————(9,822)——(9,822)
Net income—————41,624—8,56450,188
Balance at September 30, 202568,839$68811,008$—$540,945$650,356$(2,086)$203,509$1,393,412
Balance at June 30, 202466,480$66513,082$——$481,960$473,391$(1,340)$200,120$1,154,796
Member distributions———————(1,827)(1,827)
Effect of CC Unit redemptions1541(154)—2,448——(2,449)—
Tax impact of equity transactions————70———70
Equity award vestings22———(640)——(192)(832)
Other comprehensive income——————601168769
Stock-based compensation————4,773——9315,704
Cash dividends declared ($0.13 per share)—————(8,837)——(8,837)
Net income—————49,927—12,51062,437
Balance at September 30, 202466,656$66612,928$—$488,611$514,481$(739)$209,261$1,212,280

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

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, 202468,151$68111,433$—$520,794$552,133$(2,491)$193,062$1,264,179
Member distributions———————(10,303)(10,303)
Effect of CC Unit redemptions425—(425)—7,634——(7,634)—
Tax impact of equity transactions————853———853
Equity award vestings2637——(4,366)——(1,555)(5,914)
Other comprehensive income——————405137542
Stock-based compensation————16,030——2,63818,668
Cash dividends declared ($0.40 per share)—————(27,953)——(27,953)
Net income—————126,176—27,164153,340
Balance at September 30, 202568,839$68811,008$—$540,945$650,356$(2,086)$203,509$1,393,412
Balance at December 31, 202365,409$65414,034$—$465,012$400,682$(826)$199,248$1,064,770
Member distributions———————(10,444)(10,444)
Effect of CC Unit redemptions1,10611(1,106)—16,854——(16,865)—
Tax impact of equity transactions————603———603
Equity award vestings2282——(4,284)——(1,667)(5,949)
Other comprehensive income——————8753140
Share repurchases(87)(1)——(2,996)——(375)(3,372)
Stock-based compensation————13,422——2,72016,142
Cash dividends declared ($0.37 per share)—————(24,921)——(24,921)
Net income—————138,720—36,591175,311
Balance at September 30, 202466,656$66612,928$—$488,611$514,481$(739)$209,261$1,212,280

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months EndedSeptember 30,
(in thousands)20252024
Cash flows from operating activities
Net income$153,340$175,311
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization47,75245,124
Deferred financing cost amortization839840
Stock-based compensation18,47515,943
Provision for expected credit losses874378
Inventory obsolescence2,4392,738
Gain on disposal of assets(2,101)(824)
Deferred income taxes22,67812,606
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(9,463)8,324
Inventories(46,561)(16,781)
Prepaid expenses and other assets2,3501,065
Accounts payable(5,446)2,871
Accrued expenses and other liabilities1,19332,050
Payments pursuant to tax receivable agreement—(15,277)
Payment of earn-out liability—(31,168)
Net cash provided by operating activities186,148249,518
Cash flows from investing activities
Investment in unconsolidated affiliate(6,000)—
Capital expenditures and other(32,351)(27,042)
Proceeds from sales of assets3,6262,991
Net cash used in investing activities(34,725)(24,051)
Cash flows from financing activities
Payment of contingent consideration—(5,960)
Payments on finance leases(5,823)(5,881)
Dividends paid to Class A common stock shareholders(27,793)(24,821)
Distributions to members(10,303)(10,444)
Repurchases of shares(5,914)(9,321)
Net cash used in financing activities(49,833)(56,427)
Effect of exchange rate changes on cash and cash equivalents1,181544
Net increase in cash and cash equivalents102,771169,584
Cash and cash equivalents, beginning of period342,843133,792
Cash and cash equivalents, end of period$445,614$303,376
Supplemental disclosure of cash flow information
Net cash paid for income taxes$43,697$21,762
Cash paid for interest$1,961$1,658
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new lease obligations$7,048$13,366
Property and equipment in accounts payable$1,280$1,223

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 intwo business segments: Pressure Control 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.

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.

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. 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 Hughes Transaction

On June 2, 2025, Cactus Companies entered into an agreement with affiliates of Baker Hughes Company in order to acquire a controlling interest in Baker Hughes Company’s surface pressure control business. See “– Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Trends – Baker Hughes Transaction”for further details.

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.

  1. Accounts Receivable and Allowance for Credit Losses

We extend credit to customers in the normal course of business. Our customers are predominantly oil and gas exploration and production companies located in the U.S. Our receivables are short-term in nature and typically due in 30 to 60 days. We do not accrue interest on delinquent receivables. Accounts receivable includes both amounts billed and currently due 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. 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 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 ofPeriodExpenseWrite offOtherBalance at End ofPeriod
Nine Months Ended September 30, 2025$3,779$874$(433)$3$4,223
Nine Months Ended September 30, 20243,642378(148)333,905
  1. Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is 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:

September 30,2025December 31,2024
Raw materials$27,247$31,031
Work-in-progress18,64910,979
Finished goods225,382184,786
$271,278$226,796
  1. 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:

September 30,2025December 31,2024
Land$16,442$16,442
Buildings and improvements135,875133,187
Machinery and equipment154,103139,605
Reels and skids21,40818,737
Vehicles39,23041,175
Rental equipment231,116222,975
Furniture and fixtures2,0191,905
Computers and software11,9074,919
Gross property and equipment612,100578,945
Less: Accumulated depreciation(287,028)(262,198)
Net property and equipment325,072316,747
Construction in progress21,54429,261
Total property and equipment, net$346,616$346,008
  1. Other Intangible Assets

The following table presents the detail of acquired intangible assets:

September 30, 2025December 31, 2024
Gross CostAccumulated AmortizationNet CostGross CostAccumulated AmortizationNet Cost
Customer relationships$100,300$(17,274)$83,026$100,300$(12,259)$88,041
Developed technology77,000(19,892)57,10877,000(14,117)62,883
Tradename16,000(4,133)11,86716,000(2,933)13,067
Backlog7,000(7,000)—7,000(7,000)—
Total$200,300$(48,299)$152,001$200,300$(36,309)$163,991

All intangible assets are amortized over their estimated useful lives. The weighted average amortization period for identifiable intangible assets acquired as of September 30, 2025 is 10.0 years. Amortization expense recognized during the three and nine months ended September 30, 2025 was $4.0 million and $12.0 million, respectively, and was recorded in selling, general and administrative expenses in the consolidated statements of income. Estimated future amortization expense is as follows:

Remainder of 2025$3,997
202615,987
202715,987
202815,987
202915,987
203015,987
Thereafter68,069
Total$152,001
  1. Debt

We hadno 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 August 2018, Cactus LLC entered into afive-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 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.

The Amended ABL Credit Facility contains various covenants and restrictive provisions that limit Cactus Companies’ and each of its subsidiaries’ ability to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The obligations under the Amended ABL Credit Facility are guaranteed by certain subsidiaries of Cactus Companies and secured by a security interest in accounts receivable, inventory, equipment and certain other real and personal property assets of Cactus Companies and the guarantors. The Amended ABL Credit Facility requires Cactus Companies to maintain a minimum fixed charge coverage ratio of 1.00 based on the ratio of EBITDA (as defined therein) minus Unfinanced Capital Expenditures (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the Amended ABL Credit Facility is under certain levels. If Cactus Companies fails to perform its obligations under the Amended ABL Credit Facility, (i) the revolving commitments under the Amended ABL Credit Facility could be terminated, (ii) any outstanding borrowings under the Amended ABL Credit Facility may be declared immediately due and payable, and (iii) the lenders may commence foreclosure or other actions against the collateral.

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.

  1. Revenue

The majority of our revenues are derived from short-term 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 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. We have predominately domestic operations, with a small amount of sales in Australia, Canada, the Middle East and other international markets. The following table presents our revenues disaggregated by category:

Three Months EndedSeptember 30, · Nine Months EndedSeptember 30,
2025 · 2024 · 2025 · 2024
Product revenue$206,82278%$221,40676%$624,04576%$649,81876%
Rental revenue17,3617%26,9799%66,2698%76,1299%
Field service and other revenue39,77115%44,79615%127,53416%131,74615%
Total revenues$263,954100%$293,181100%$817,848100%$857,693100%

At September 30, 2025, we had a deferred revenue balance of $13.1 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.

  1. 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 30, 2025, the total liability from the TRA was $281.7 million with $20.3 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.

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.

  1. Equity

As of September 30, 2025, Cactus Inc. owned 86.2% of Cactus Companies as compared to 85.6% of Cactus Companies as of December 31, 2024. As of September 30, 2025, Cactus Inc. had outstanding 68.8 million shares of Class A common stock (representing 86.2% of the total voting power) and 11.0 million shares of Class B common stock (representing 13.8% 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 49.6 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 $0.40 and $0.37 per share of Class A common stock were declared during the nine months ended September 30, 2025 and 2024 totaling $28.0 million and $24.9 million, respectively. Cash dividends paid during the nine months ended September 30, 2025 and 2024 totaled $27.8 million and $24.8 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 months ended September 30, 2025, the Company did not repurchase shares of Class A common stock under the share repurchase program. As of September 30, 2025, $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 months ended September 30, 2025, Cactus Companies distributed $62.3 million to Cactus Inc. to fund its dividend and estimated tax payments and made pro rata distributions to the other members totaling $10.3 million over the same period. During the nine months ended September 30, 2024, Cactus Companies distributed $51.9 million to Cactus Inc. to fund its dividend and estimated tax payments and made pro rata distributions to the other members totaling $10.4 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.

  1. Commitments and Contingencies

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.

  1. 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.

  1. Segment Reporting

We operate intwo 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 and nine months ended September 30, 2025 and 2024 is summarized below.

Three Months Ended September 30,
2025
Pressure Control · Spoolable Technologies · Total
Revenues from external customers$168,714$95,240$263,954
Intersegment revenue———
Total revenues168,71495,240263,954
Reconciliation of revenue
Elimination of intersegment revenue—
Total consolidated revenues263,954
Less:(1)
Cost of revenue from external customers$109,547$57,284166,831
Intersegment cost of revenue237—237
Total cost of revenues109,78457,284167,068
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue(237)
Total consolidated cost of revenue166,831
Selling, general, administrative expenses and other (2)14,40712,150
Segment profit$44,523$25,806$70,329
Reconciliation of segment profit
Elimination of intersegment profit237
Total consolidated segment profit$70,566
Corporate expenses (3)(9,332)
Total operating income$61,234
Interest income, net2,977
Other income, net221
Income before income taxes$64,432

(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.

Three Months Ended September 30,
2024
Pressure Control · Spoolable Technologies · Total
Revenues from external customers$185,026$108,155$293,181
Intersegment revenue73—73
Total revenues185,099108,155293,254
Reconciliation of revenue
Elimination of intersegment revenue(73)
Total consolidated revenues293,181
Less:(1)
Cost of revenue from external customers$115,920$62,959$178,879
Intersegment cost of revenue112—112
Total cost of revenues116,03262,959178,991
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue(112)
Total consolidated cost of revenue178,879
Selling, general, administrative expenses and other (2)16,53012,289
Segment profit$52,537$32,907$85,444
Reconciliation of segment profit
Elimination of intersegment profit39
Total consolidated segment profit$85,483
Corporate expenses (3)(8,691)
Total operating income$76,792
Interest income, net2,062
Other income, net—
Income before income taxes$78,854

(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.

Nine Months EndedSeptember 30,
2025
Pressure Control · Spoolable Technologies · Total
Revenues from external customers$533,805$284,043$817,848
Intersegment revenue4,958—4,958
Total revenues538,763284,043822,806
Reconciliation of revenue
Elimination of intersegment revenue(4,958)
Total consolidated revenues817,848
Less:(1)
Cost of revenue from external customers$343,536$169,456$512,992
Intersegment cost of revenue4,534—4,534
Total cost of revenues348,070169,456517,526
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue(4,534)
Total consolidated cost of revenue512,992
Selling, general, administrative expenses and other (2)49,50436,852
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, net7,820
Other income, net221
Income before income taxes$198,692

(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.

Nine Months EndedSeptember 30,
2024
Pressure Control · Spoolable Technologies · Total
Revenues from external customers$546,727$310,966$857,693
Intersegment revenue592—592
Total revenues547,319310,966858,285
Reconciliation of revenue
Elimination of intersegment revenue(592)
Total consolidated revenues857,693
Less:(1)
Cost of revenue from external customers$345,322$178,871$524,193
Intersegment cost of revenue526—526
Total cost of revenues345,848178,871524,719
Reconciliation of cost of revenue
Elimination of intersegment cost of revenue(526)
Total consolidated cost of revenue524,193
Selling, general, administrative expenses and other (2)41,59052,754
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, net4,156
Other income, net—
Income before income taxes$223,317

(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. The expenses for Spoolable Technologies also include the change in fair value of the earn-out liability.

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

  1. 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,
2025202420252024
Numerator:
Net income attributable to Cactus Inc.—basic$41,624$49,927$126,176$138,720
Net income attributable to non-controlling interest (1)—9,567—27,998
Net income attributable to Cactus Inc.—diluted (1)$41,624$59,494$126,176$166,718
Denominator:
Weighted average Class A shares outstanding—basic68,68166,56368,46566,030
Effect of dilutive shares (2)51513,62741213,747
Weighted average Class A shares outstanding—diluted (2)69,19680,19068,87779,777
Earnings per Class A share—basic$0.61$0.75$1.84$2.10
Earnings per Class A share—diluted (1)(2)$0.60$0.74$1.83$2.09

(1)The numerator is adjusted in the calculation of diluted earnings per share under the if-converted method to include net income attributable to the non-controlling interest calculated as its pre-tax income adjusted for a corporate effective tax rate of 26% for the three and nine months ended September 30, 2024.

(2)Diluted earnings per share for the three and nine months ended September 30, 2025 excludes 11.2 million and 11.3 million weighted average shares of Class B common stock, respectively, as the effect would be anti-dilutive.

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