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Cactus (NYSE: WHD) posts 2025 results, closes Surface Pressure Control deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cactus, Inc. reported fourth quarter 2025 revenue of $261.2 million with operating income of $59.9 million and net income of $48.3 million, or $0.57 diluted earnings per Class A share. Adjusted EBITDA was $85.5 million, yielding a 32.7% margin.

For full year 2025, revenue was $1,079.1 million and net income was $201.6 million, with adjusted net income of $215.7 million and adjusted EBITDA of $353.0 million. The company ended December 31, 2025 with $494.6 million in cash and cash equivalents, including $371.0 million of restricted cash, and no bank debt outstanding.

On January 1, 2026, Cactus closed its previously announced acquisition of a majority interest in Baker Hughes' Surface Pressure Control business, to be reported within the Pressure Control segment. The board approved a quarterly dividend of $0.14 per Class A share, and director Melissa Law informed the company she will not stand for re-election at the 2026 annual meeting.

Positive

  • None.

Negative

  • None.

Insights

Cactus posts solid 2025 margins, closes major SPC acquisition.

Cactus delivered 2025 revenue of $1,079.1 million and net income of $201.6 million, with adjusted EBITDA of $352.9 million and a 32.7% margin. Fourth quarter revenue was $261.2 million, showing continued profitability despite softer year-over-year totals.

The balance sheet remains conservative, with $494.6 million in cash and cash equivalents as of December 31, 2025, including restricted cash, and no bank debt. This provides flexibility to absorb integration costs and fund growth, even as Spoolable Technologies faces seasonal and activity-driven softness.

A key development is closing the majority acquisition of Baker Hughes' Surface Pressure Control business on January 1, 2026, which will be reported within Pressure Control. Management guides to relatively flat U.S. land activity in early 2026 and expects softer legacy Pressure Control sales and Spoolable revenues, while capital expenditures of $40–$50 million in 2026 support integration and capacity investments.

FALSE000169913600016991362026-02-252026-02-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 25, 2026
______________________________________________________________________________
Cactus, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________

Delaware001-3839035-2586106
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)


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

(713) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01WHDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐

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Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02.

On February 25, 2026, Cactus, Inc. issued a press release announcing its results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information being furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2026, Melissa Law, a director of Cactus, Inc. (the “Company”), advised the Company that she will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders. Ms. Law’s decision not to stand for re-election is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company’s Board of Directors is currently considering candidates identified as part of its director succession planning activities to replace Ms. Law as a nominee for director at the Company’s 2026 Annual Meeting of Stockholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
99.1
Press Release of Cactus, Inc. dated February 25, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Cactus, Inc.
February 25, 2026
By:/s/ Jay A. Nutt
DateName:Jay A. Nutt
Title:Executive Vice President and Chief Financial Officer

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Exhibit 99.1
whd-20200429xex99d1g001a.jpg

Cactus Announces Fourth Quarter and Full Year 2025 Results

HOUSTON – February 25, 2026 – Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the fourth quarter and full year of 2025.
Fourth Quarter Highlights
Revenue of $261.2 million and operating income of $59.9 million;
Net income of $48.3 million and diluted earnings per Class A share of $0.57;
Adjusted net income(1) of $52.1 million and diluted earnings per share, as adjusted(1) of $0.65;
Net income margin of 18.5% and adjusted net income margin(1) of 20.0%;
Adjusted EBITDA(2) and Adjusted EBITDA margin(2) of $85.5 million and 32.7%, respectively;
Cash flow from operations of $72.3 million;
Cash and cash equivalents balance of $494.6 million, including $371.0 million of restricted cash, with no bank debt outstanding as of December 31, 2025; and
On January 1, 2026, Cactus closed on its previously announced acquisition of a majority interest in Baker Hughes' Surface Pressure Control business (“Cactus International”).
Financial Summary
Three Months EndedTwelve Months Ended
December 31,September 30,December 31,December 31,
20252025202420252024
(in thousands)(in thousands)
Revenues$261,203 $263,954 $272,121 $1,079,051 $1,129,814 
Operating income(3)
$59,850 $61,234 $70,452 $250,501 $289,613 
Operating income margin22.9 %23.2 %25.9 %23.2 %25.6 %
Net income$48,302 $50,188 $57,447 $201,642 $232,758 
Net income margin18.5 %19.0 %21.1 %18.7 %20.6 %
Adjusted net income(1)
$52,134 $53,719 $56,796 $215,708 $245,067 
Adjusted net income margin(1)
20.0 %20.4 %20.9 %20.0 %21.7 %
Adjusted EBITDA(2)
$85,493 $86,943 $92,711 $352,954 $392,050 
Adjusted EBITDA margin(2)
32.7 %32.9 %34.1 %32.7 %34.7 %
(1)    Adjusted net income, Adjusted net income margin and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in its operating subsidiary at the beginning of the period. Additional information regarding non-GAAP financial measures and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.
(2)    Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.
(3)    Operating income reflects certain expenses related to the FlexSteel acquisition, including expenses related to the remeasurement of the earn-out liability associated with the FlexSteel acquisition and intangible amortization expenses related to purchase price accounting. See the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables for further details.

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Scott Bender, CEO and Chairman of the Board of Cactus, commented, “I am pleased with the way our business finished the year in 2025. Fourth quarter margins were strong in both segments. Pressure Control revenues exceeded expectations on strong sales of drilling equipment and increased rental revenues, while Spoolable Technologies revenues declined in line with expectations in the seasonally slow quarter. On January 1, 2026, we closed on the acquisition of a majority interest in Baker Hughes's Surface Pressure Control business, which we will refer to as Cactus International, supporting a multi-year journey to geographically diversify our earnings base.”

“In the first quarter of 2026 we anticipate that U.S. land activity levels will be relatively flat from the fourth quarter of 2025. Sales in our legacy Pressure Control business are expected to soften on lower products sold per rig followed after a strong fourth quarter and reduced customer rental activity. Beginning in the first quarter, our Pressure Control segment will include results of Cactus International. In Spoolable Technologies, we anticipate revenues to be softer than the fourth quarter, as activity has recently started to rebound from holiday lows late last year.”

Mr. Bender concluded, “I am proud of the way our team executed in 2025 considering the challenging macro and tariff environment faced while planning for a transformational acquisition. Our consistent performance and sustainable cash generation reflect the underlying attributes of the business. We remain excited by the integration opportunities ahead despite the near-term macro-overhang and are very happy to welcome the Cactus International team to our family.”
Segment Performance
We report two business segments, Pressure Control and Spoolable Technologies. Corporate and other expenses not directly attributable to either segment are presented separately as Corporate and Other Expenses. Beginning with the first quarter of 2026, results of the Cactus International business will be included in the Pressure Control segment.

Pressure Control

Fourth quarter 2025 Pressure Control revenue increased $9.7 million, or 5.8%, sequentially, as products sold per rig followed increased leading to higher product revenues. Rental revenues also increased sequentially on higher customer activity. Operating income increased $4.1 million, or 9.3%, sequentially, with margins increasing 90 basis points due to the implementation of cost reduction and recovery initiatives and improved utilization of rental equipment. Adjusted Segment EBITDA increased $4.0 million, or 7.2%, sequentially, with Adjusted Segment EBITDA margins increasing 50 basis points.    

Spoolable Technologies

Fourth quarter 2025 Spoolable Technologies revenues decreased $11.0 million, or 11.6%, sequentially, due to reduced customer activity levels in the seasonally slow quarter. Operating income was $4.9 million lower, or 18.9%, sequentially, with operating income margins decreasing 220 basis points due to reduced operating leverage. Adjusted Segment EBITDA was $4.9 million lower, or 13.6%, sequentially, with Adjusted Segment EBITDA margins decreasing 90 basis points.

Corporate and Other Expenses

Fourth quarter 2025 Corporate and Other expenses increased $0.7 million, or 7.2%, sequentially. Fourth quarter Corporate and Other expenses contained $3.3 million of transaction-related expenses related to the
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acquisition of a majority interest in Baker Hughes' Surface Pressure Control business, $0.1 million higher than the third quarter.
Liquidity, Capital Expenditures and Other
As of December 31, 2025, the Company had $494.6 million of cash and cash equivalents, including $371.0 of restricted cash held in escrow at year-end to facilitate the close of the SPC acquisition on January 1, 2026, no bank debt outstanding, $222.9 million of availability on our revolving credit facility and $100.0 million available under an undrawn term loan facility. Operating cash flow was $72.3 million for the fourth quarter of 2025. During the fourth quarter, the Company made dividend payments and associated distributions of $11.2 million. The Company also made Tax Receivable Agreement ("TRA") payments and associated distributions of $23.3 million related to 2024 tax savings provided by the TRA.

Net capital expenditures were $4.3 million during the fourth quarter of 2025. Net capital expenditures for the full year of 2025 were $39.1 million. For the full year 2026, the Company expects net capital expenditures to be in the range of $40 to $50 million inclusive of capital for the Cactus International business. Major contributors to the spend include continued manufacturing efficiency investments at FlexSteel, routine U.S. branch facility upgrades, and Saudi Arabia wellhead facility investments.

As of December 31, 2025, Cactus had 68,889,726 shares of Class A common stock outstanding (representing 86.3% of the total voting power) and 10,958,435 shares of Class B common stock outstanding (representing 13.7% of the total voting power).
Quarterly Dividend
In February 2026, the Board approved a quarterly cash dividend of $0.14 per share of Class A common stock, with payment to occur on March 19, 2026 to holders of record of Class A common stock at the close of business on March 2, 2026. A corresponding distribution of up to $0.14 per CC Unit has also been approved for holders of CC Units of Cactus Companies, LLC.
Conference Call Details
The Company will host a conference call to discuss financial and operational results tomorrow, Thursday February 26, 2026 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).

The call will be webcast on Cactus’ website at www.CactusWHD.com. Please access the webcast for the call at least 10 minutes ahead of the start time to ensure a proper connection. Analysts and institutional investors may click here to pre-register for the conference call and obtain a dial-in number and passcode.

An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.
About Cactus, Inc.
Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers and manufacturing facilities globally with an emphasis in North America and the Middle East.
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Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “will,” “when,” “once,”“hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Cactus disclaims any duty to update and does not intend 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 press release.
Cactus, Inc.
Alan Boyd, 713-904-4669
Treasurer, Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Source: Cactus, Inc.
4


Cactus, Inc.
Condensed Consolidated Statements of Income
(unaudited)
 
Three Months Ended December 31,Twelve Months Ended December 31,
2025202420252024
(in thousands, except per share data)
Revenues
Pressure Control$178,428 $176,719 $717,191 $724,038 
Spoolable Technologies84,202 96,072 368,245 407,038 
Corporate and other(1)
(1,427)(670)(6,385)(1,262)
Total revenues261,203 272,121 1,079,051 1,129,814 
Operating income
Pressure Control48,672 50,829 189,861 210,710 
Spoolable Technologies20,925 25,523 98,660 104,864 
Total segment operating income69,597 76,352 288,521 315,574 
Corporate and other expenses(9,747)(5,900)(38,020)(25,961)
  Total operating income59,850 70,452 250,501 289,613 
Interest income, net
3,142 2,303 10,962 6,459 
Other (expense) income, net
(1,015)3,204 (794)3,204 
Income before income taxes61,977 75,959 260,669 299,276 
Income tax expense13,675 18,512 59,027 66,518 
Net income$48,302 $57,447 $201,642 $232,758 
Less: net income attributable to non-controlling interest8,464 10,760 35,628 47,351 
Net income attributable to Cactus, Inc.$39,838 $46,687 $166,014 $185,407 
Earnings per Class A share - basic$0.58 $0.69 $2.42 $2.79 
Earnings per Class A share - diluted(2)
$0.57 $0.68 $2.41 $2.77 
Weighted average shares outstanding - basic68,864 67,474 68,565 66,393 
Weighted average shares outstanding - diluted(2)
69,517 80,359 69,015 79,915 

(1)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(2)Dilution for the three and twelve months ended December 31, 2025 excludes 11.0 and 11.2 million shares of Class B common stock, respectively, as the effect would be antidilutive. Dilution for the three and twelve months ended December 31, 2024 includes an additional $11.2 million and $49.0 million of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 26.0% and 12.1 million and 13.1 million weighted average shares of Class B common stock, respectively, plus the effect of dilutive securities.
5


Cactus, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
December 31,
20252024
(in thousands)
Assets
Current assets
Cash and cash equivalents$123,571 $342,843 
Restricted cash
371,011 — 
Accounts receivable, net164,493 191,627 
Inventories276,613 226,796 
Prepaid expenses and other current assets19,231 13,422 
Total current assets954,919 774,688 
Property and equipment, net342,592 346,008 
Operating lease right-of-use assets, net19,491 24,094 
Intangible assets, net148,004 163,991 
Goodwill203,028 203,028 
Deferred tax asset, net187,545 219,003 
Investment in unconsolidated affiliates
5,923 — 
Other noncurrent assets10,115 8,516 
Total assets$1,871,617 $1,739,328 
Liabilities and Equity
Current liabilities
Accounts payable$71,541 $72,001 
Accrued expenses and other current liabilities59,095 75,416 
Current portion of liability related to tax receivable agreement21,314 20,297 
Finance lease obligations, current portion7,476 7,024 
Operating lease liabilities, current portion4,815 4,086 
Total current liabilities164,241 178,824 
Deferred tax liability, net2,786 2,868 
Liability related to tax receivable agreement, net of current portion241,609 258,376 
Finance lease obligations, net of current portion9,672 10,528 
Operating lease liabilities, net of current portion15,786 20,078 
Other noncurrent liabilities4,475 4,475 
Total liabilities438,569 475,149 
Equity1,433,048 1,264,179 
Total liabilities and equity$1,871,617 $1,739,328 
6


Cactus, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
Twelve Months Ended December 31,
20252024
(in thousands)
Cash flows from operating activities
Net income$201,642 $232,758 
Reconciliation of net income to net cash provided by operating activities
Depreciation and amortization63,914 60,438 
Deferred financing cost amortization1,081 1,120 
Stock-based compensation24,493 22,888 
Provision for expected credit losses1,211 370 
Inventory obsolescence3,163 3,841 
Gain on disposal of assets(2,985)(1,013)
Deferred income taxes35,142 19,773 
Change in fair value of earn-out liability— 16,318 
(Gain) loss from revaluation of liability related to tax receivable agreement
794 (3,204)
Changes in operating assets and liabilities:
Accounts receivable26,443 13,048 
Inventories(52,456)(25,628)
Prepaid expenses and other assets(5,955)(2,267)
Accounts payable(2,132)675 
Accrued expenses and other liabilities(15,869)28,964 
Payments pursuant to tax receivable agreement(20,069)(20,800)
Payment of earn-out liability— (31,168)
Net cash provided by operating activities258,417 316,113 
Cash flows from investing activities
Investment in unconsolidated affiliates
(6,000)— 
Capital expenditures and other(38,805)(39,176)
Proceeds from sales of assets5,742 3,788 
Net cash used in investing activities(39,063)(35,388)
Cash flows from financing activities
Payment of contingent consideration— (5,960)
Payments of deferred financing costs(2,400)— 
Payments on finance leases(7,692)(7,882)
Dividends paid to Class A common stock shareholders(37,441)(33,681)
Distributions to members(15,604)(13,290)
Repurchases of shares(5,927)(9,331)
Net cash used in financing activities
(69,064)(70,144)
Effect of exchange rate changes on cash and cash equivalents1,449 (1,530)
Net increase in cash, cash equivalents and restricted cash
151,739 209,051 
Cash, cash equivalents and restricted cash
Beginning of period342,843 133,792 
End of period$494,582 $342,843 
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Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin
(unaudited)
 
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin are not measures of net income as determined by GAAP but they are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines adjusted net income as net income assuming Cactus, Inc. held all units in its operating subsidiary at the beginning of the period, with the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Adjusted net income also includes certain other adjustments described below. Cactus defines diluted earnings per share, as adjusted as Adjusted net income divided by weighted average shares outstanding, as adjusted. Cactus defines Adjusted net income margin as Adjusted net income divided by total revenue. The Company believes this supplemental information is useful for evaluating performance period over period.
Three Months EndedTwelve Months Ended
December 31,September 30,December 31,December 31,
20252025202420252024
(in thousands, except per share data)
Net income$48,302 $50,188 $57,447 $201,642 $232,758 
Adjustments:
Revaluation loss (gain) on TRA liability(1)
1,015 (221)(3,204)794 (3,204)
Transaction related expenses, pre-tax(2)
3,299 3,170 — 13,458 2,793 
Intangible amortization expense(3)
3,997 3,997 3,997 15,988 15,988 
Remeasurement loss on earn-out liability(4)
— — — — 16,318 
Severance expenses(5)
164 247 — 588 — 
Income tax expense differential(6)
(4,643)(3,662)(1,444)(16,762)(19,586)
Adjusted net income $52,134 $53,719 $56,796 $215,708 $245,067 
Diluted earnings per share, as adjusted$0.65 $0.67 $0.71 $2.69 $3.07 
Weighted average shares outstanding, as adjusted(7)
80,501 80,355 80,359 80,236 79,915 
Revenue$261,203 $263,954 $272,121 $1,079,051 $1,129,814 
Net income margin18.5 %19.0 %21.1 %18.7 %20.6 %
Adjusted net income margin20.0 %20.4 %20.9 %20.0 %21.7 %
(1)Represents non-cash adjustments for the revaluation of the liability related to the TRA.
(2)Reflects transaction fees and expenses recorded in connection with the acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
(3)Reflects amortization expense associated with the step-up in intangible value due to purchase price accounting.
(4)Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(5)Represents non-routine charges related to severance benefits.
(6)Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of its operating subsidiary at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 25.0% on income before income taxes for the three and twelve months ended December 31, 2025 and three months ended September 30, 2025, and 26.0% for the three and twelve months ended December 31, 2024.
(7)Reflects 69.5, 68.7, and 67.5 million weighted average shares of basic Class A common stock outstanding and 11.0, 11.2 and 12.1 million of additional shares for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, respectively, and 69.0 and 66.4 million weighted average shares of Class A common stock and 11.2 and 13.1 million of additional shares for the twelve months ended December 31, 2025 and December 31, 2024, respectively, as if the weighted average shares of Class B common stock were exchanged and cancelled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.
8


Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
(unaudited)

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.
Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

Three Months EndedTwelve Months Ended
December 31,September 30,December 31,December 31,
20252025202420252024
(in thousands)
Net income$48,302 $50,188 $57,447 $201,642 $232,758 
Interest income, net
(3,142)(2,977)(2,303)(10,962)(6,459)
Income tax expense13,675 14,244 18,512 59,027 66,518 
Depreciation and amortization16,162 16,188 15,314 63,914 60,438 
EBITDA74,997 77,643 88,970 313,621 353,255 
Revaluation loss (gain) on TRA liability(1)
1,015 (221)(3,204)794 (3,204)
Transaction related expenses(2)
3,299 3,170 — 13,458 2,793 
Remeasurement loss on earn-out liability(3)
— — — — 16,318 
Severance expenses(4)
164 247 — 588 — 
Stock-based compensation6,018 6,104 6,945 24,493 22,888 
Adjusted EBITDA$85,493 $86,943 $92,711 $352,954 $392,050 
Revenue$261,203 $263,954 $272,121 $1,079,051 $1,129,814 
Net income margin18.5 %19.0 %21.1 %18.7 %20.6 %
Adjusted EBITDA margin32.7 %32.9 %34.1 %32.7 %34.7 %
(1)    Represents non-cash adjustments for the revaluation of the liability related to the TRA.
(2)Reflects transaction fees and expenses recorded in connection with the acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
(3)Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(4)Represents non-routine charges related to severance benefits.


9


Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted Segment EBITDA and Adjusted Segment EBITDA margin
(unaudited)

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines Adjusted Segment EBITDA as segment operating income excluding depreciation and amortization and the other items outlined below, in each case, that are attributable to the segment.
Cactus management believes Adjusted Segment EBITDA is useful because it allows management to more effectively evaluate the Company’s segment operating performance and compare the results of its segment operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted Segment EBITDA margin as Adjusted Segment EBITDA divided by total segment revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

10


Three Months EndedTwelve Months Ended
December 31,September 30,December 31,December 31,
20252025202420252024
(in thousands)
Pressure Control
Revenue$178,428 $168,714 $176,719 $717,191 $724,038 
Operating income48,672 44,523 50,829 189,861 210,710 
Depreciation and amortization expense7,201 7,211 6,717 28,585 26,782 
Severance expenses(1)
67 177 — 421 — 
Stock-based compensation3,211 3,264 3,954 13,289 11,917 
Adjusted Segment EBITDA$59,151 $55,175 $61,500 $232,156 $249,409 
Operating income margin27.3 %26.4 %28.8 %26.5 %29.1 %
Adjusted Segment EBITDA margin33.2 %32.7 %34.8 %32.4 %34.4 %
Spoolable Technologies
Revenue$84,202 $95,240 $96,072 $368,245 $407,038 
Operating income20,925 25,806 25,523 98,660 104,864 
Depreciation and amortization expense8,961 8,977 8,597 35,329 33,656 
Severance expenses(1)
97 68 — 165 — 
Stock-based compensation1,094 1,128 1,162 4,377 4,251 
Remeasurement loss on earn-out liability(2)
— — — — 16,318 
Adjusted Segment EBITDA$31,077 $35,979 $35,282 $138,531 $159,089 
Operating income margin24.9 %27.1 %26.6 %26.8 %25.8 %
Adjusted Segment EBITDA margin36.9 %37.8 %36.7 %37.6 %39.1 %
Corporate and Other
Revenue(3)
$(1,427)$— $(670)$(6,385)$(1,262)
Corporate and other expenses(9,747)(9,095)(5,900)(38,020)(25,961)
Severance expenses(1)
— — — 
Stock-based compensation1,713 1,712 1,829 6,827 6,720 
Transaction related expenses(4)
3,299 3,170 — 13,458 2,793 
Adjusted Corporate EBITDA$(4,735)$(4,211)$(4,071)$(17,733)$(16,448)
Total revenue$261,203 $263,954 $272,121 $1,079,051 $1,129,814 
Total operating income$59,850 $61,234 $70,452 $250,501 $289,613 
Total operating income margin22.9 %23.2 %25.9 %23.2 %25.6 %
Total Adjusted EBITDA$85,493 $86,943 $92,711 $352,954 $392,050 
Total Adjusted EBITDA margin32.7 %32.9 %34.1 %32.7 %34.7 %
(1) Represents non-routine charges related to severance benefits.
(2) Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(3) Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(4) Reflects transaction fees and expenses recorded in connection with the acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
11

Filing Exhibits & Attachments

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Cactus

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Oil & Gas Equipment & Services
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