Cactus, Inc. 8-K Filings

Cactus, Inc. reported strong second quarter 2026 results, with revenue of $449.5 million, operating income of $83.6 million and net income of $61.4 million. Diluted earnings per Class A share were $0.70, while adjusted net income was $75.1 million and Adjusted EBITDA $132.8 million, a 29.5% margin.

Management highlighted momentum in the Spoolable Technologies segment and better-than-expected Pressure Control shipments, especially in the Middle East. Operating cash flow was $104.6 million, and Cactus ended June 30 with $365.8 million of cash and cash equivalents, no bank debt, and remaining performance obligations (backlog) of $455.8 million.

The Board approved a 7% increase in the quarterly dividend to $0.15 per Class A share, payable September 11, 2026, and noted international purchase orders exceeding $130 million received after quarter-end. Management expects third-quarter consolidated revenues to be down slightly sequentially, with Pressure Control revenues down 10% and Spoolable Technologies revenues up 15–20% versus the second quarter.

Cactus, Inc. amended its asset-based lending credit agreement to extend the commitment period for an undrawn delayed draw term loan facility from June 1, 2026 to December 31, 2026. Any borrowing under this facility would mature three years after first funding.

The company’s investor presentation highlights a through-cycle growth story with 2025 revenue of about $1.08 billion and Adjusted EBITDA of roughly $353 million, a 32.7% margin. Q1 2026 annualized revenue is shown at about $1.56 billion, supported by strong contributions from Pressure Control and Spoolable Technologies.

Cactus reports a solid balance sheet with approximately $292 million of cash as of March 31, 2026, around $224 million of revolving credit availability and a $100 million undrawn term loan. For Q2 2026, management guides to modest revenue growth and mid‑20s Adjusted EBITDA margins in Pressure Control and high‑30s margins in Spoolable Technologies.

Cactus, Inc. reported governance updates and voting results from its May 12, 2026 annual meeting. The Board elected former Caterpillar executive Tana Utley as a director and, with two directors not standing for reelection, reduced its size to eight members, including six independent directors.

The Board appointed Steven Bender, already Chief Operating Officer, as Chief Executive Officer of the Spoolable Technologies Segment. Stephen Tadlock will no longer lead that segment but continues as Executive Vice President and Chief Executive Officer of Cactus International, focusing on the company’s international joint venture business.

Stockholders elected all Class II and Class III director nominees, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved on a non-binding, advisory basis the compensation of named executive officers.

Cactus, Inc. reported first quarter 2026 results showing strong top-line growth following its acquisition of a majority interest in Baker Hughes’ Surface Pressure Control business, now called Cactus International.

Revenue reached $388.3 million, up from both the prior quarter and prior year, with Adjusted EBITDA of $100.1 million and an adjusted EBITDA margin of 25.8%. GAAP net income was $40.2 million, but accretion related to redeemable non-controlling interest produced a diluted GAAP loss per Class A share of $(0.70), while diluted earnings per share, as adjusted, were $0.70.

Pressure Control revenue rose sharply on the Cactus International contribution, though margins compressed due to purchase price accounting items. Spoolable Technologies delivered higher revenue and operating income. The company ended the quarter with $291.6 million of cash, no bank debt, backlog of $537.5 million, and declared a quarterly dividend of $0.14 per Class A share.

Cactus, Inc. reported that director Bruce Rothstein informed the company on March 24, 2026 that he will not stand for re-election at the 2026 Annual Meeting of Stockholders. His decision is expressly stated as not stemming from any disagreement over operations, policies or practices.

The Board of Directors decided to reduce its size to eight directors, effective immediately before the 2026 Annual Meeting. This reflects a planned board transition rather than an abrupt departure or governance dispute.

Cactus, Inc. filed an amended current report to add detailed financial information for its acquisition of 65% of Baker Hughes Pressure Control LLC, the Surface Pressure Control business. The amendment supplies audited 2024 special purpose statements and unaudited nine‑month 2025 data, showing SPC revenue of $503 million in 2024 and $469 million for the nine months ended September 30, 2025.

The filing also presents unaudited pro forma condensed combined financials prepared under ASC 805. Cactus records preliminary purchase consideration of $382.0 million, including $371.0 million cash and deferred payment, recognizes $190.2 million of identifiable intangibles, $95.3 million of goodwill, a $28.2 million inventory step‑up and a $150.0 million mezzanine non‑controlling interest for Baker Hughes’ 35% stake.

Cactus, Inc. furnishes an investor presentation outlining its expanded portfolio, recent acquisitions and near-term outlook. For 2025, the company reports revenue of $1.08 billion and Adjusted EBITDA of $353 million, a 32.7% margin. A new Cactus International joint venture, acquired January 1, 2026, contributed 2024 revenue of $498 million and Adjusted EBITDA of $87 million at a 17.4% margin on a 100% basis, lifting combined 2024 revenue to $1.63 billion.

The presentation highlights a greater mix of international sales, strong free cash flow and low capital intensity. At December 31, 2025, Cactus held about $495 million in cash, including $371 million of restricted cash, and reported net cash of roughly $477 million. Full-year 2026 net capital expenditures are guided to $40–$50 million.

For first quarter 2026, Pressure Control revenue is guided to $295–$305 million with an expected Adjusted EBITDA margin of 23–25%, while Spoolable Technologies revenue is expected to be flat versus fourth quarter 2025 with a 34–36% Adjusted EBITDA margin. Corporate and other are expected to post an Adjusted EBITDA loss of about $5 million. The company also emphasizes an 8% quarterly dividend increase in 2025, an ongoing share repurchase program and management ownership of about 13% of total shares.

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.

Cactus, Inc. approved one-time restricted stock unit (RSU) awards for three key executives in connection with closing its joint venture with Baker Hughes, called Cactus International. Effective January 1, 2026, Stephen Tadlock, Jay A. Nutt and Steven Bender will receive RSUs with grant date values that vest ratably over two and three years.

Tadlock, Executive Vice President and CEO of Spoolable Technologies, is scheduled to receive $500,000 in RSUs vesting over two years and $500,000 vesting over three years, and will also become Chief Executive Officer of Cactus International. Nutt, the Executive Vice President and Chief Financial Officer, will receive RSUs valued at $500,000 over two years and $400,000 over three years, while Bender, Chief Operating Officer, will receive $300,000 over two years and $300,000 over three years. The company states these awards are intended to help retain these executives.

Cactus, Inc. completed its previously announced acquisition of a majority stake in Baker Hughes Company’s surface pressure control business through a joint venture structure. On January 1, 2026, a Cactus subsidiary bought 65% of the membership interests in Baker Hughes Pressure Control LLC for a cash purchase price of $344,500,000 on a debt-free, largely cash-free basis, funded with cash on hand. The joint venture retained minimum cash of about $70,000,000, for which Cactus agreed to compensate Baker Hughes with $45,500,000 paid at closing and an additional $24,500,000 payable in two installments tied to time and Baker Hughes’ remaining ownership.

The amended LLC agreement gives both parties exit options after the second anniversary of closing, with the buyout price based on six times Adjusted EBITDA, subject to a maximum valuation of $660,000,000 and, if Cactus elects to buy, a minimum of $530,000,000. The agreement also includes governance protections for Baker Hughes, transfer restrictions on joint venture interests, and mutual non-compete provisions covering specified products and services in certain countries.

Cactus, Inc. entered into an amendment to its asset-based lending credit facility that adds a new delayed draw term loan and extends its revolving credit maturity. The new term loan facility allows Cactus Companies, LLC to borrow up to the lesser of $100 million and 85% of the appraised value of certain machinery and equipment owned by Cactus Companies and its guarantor subsidiaries, in up to two draws during the six months after closing. Proceeds may be used to help finance the acquisition of membership interests in Baker Hughes Pressure Control LLC and related purposes allowed under the facility.

Any term loans will mature three years after the first funding, bear interest at base rate or SOFR-based options plus margins of 2.50% or 3.50% per year, and pay a 0.05% per month unused fee. The amendment tightens the maximum leverage ratio to 2.50 to 1.00 and temporarily expands collateral to include certain equipment and intellectual property, and also extends the revolver commitments’ maturity from July 26, 2027 to December 1, 2030.

Cactus, Inc. furnished an investor presentation under Regulation FD. The company attached the materials as Exhibit 99.1 and made them available on the Investors section of its website. The information in this item, including the exhibit, is being furnished rather than filed under the Exchange Act, which limits potential liability and incorporation by reference. The filing also includes the Cover Page Interactive Data File as Exhibit 104.

Cactus, Inc. furnished an 8-K to share that it issued a press release announcing its financial results for the third quarter ended September 30, 2025. The press release, dated October 29, 2025, is included as Exhibit 99.1 and is incorporated by reference into the results discussion.

The company notes that the information provided under Item 2.02, including Exhibit 99.1, is being furnished rather than filed, which limits its exposure to certain liabilities under the Securities Exchange Act. No additional financial details are included in this summary document; they reside in the attached press release.

Cactus, Inc. furnished an update for investors by announcing that its management expects to participate in upcoming meetings with certain investors and will use a new investor presentation for those discussions. The materials are provided as Exhibit 99.1, titled “Cactus, Inc. September 2025 Investor Presentation,” and have been posted on the Investors section of the company’s website at www.CactusWHD.com.

The information in this communication, including Exhibit 99.1, is being furnished under Regulation FD rather than filed, which means it is not subject to Section 18 liability under the Exchange Act and is not incorporated into other securities law filings unless specifically referenced.