whd-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________

(MARK ONE)


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

For the quarterly period ended June 30, 2025


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

For the transition period from _____ to _____

Commission File Number: 001-38390

______________________________________________________________________________

Cactus, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________


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

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

(713) 626-8800

(Registrant’s telephone number, including area code)

______________________________________________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

WHD

New York Stock Exchange

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

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

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


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

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

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

As of July 30, 2025, the registrant had 68,574,875 shares of Class A common stock, $0.01 par value per share, and 11,259,495 shares of Class B common stock, $0.01 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS


Cautionary Note Regarding Forward-Looking Statements		i

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
	Signatures	31

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except per share data)	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	405,177	$	342,843
Accounts receivable, net of allowance of $4,041 and $3,779, respectively	207,283		191,627
Inventories	246,420		226,796
Prepaid expenses and other current assets	14,471		13,422
Total current assets	873,351		774,688
Property and equipment, net	349,161		346,008
Operating lease right-of-use assets, net	22,117		24,094
Intangible assets, net	155,998		163,991
Goodwill	203,028		203,028
Deferred tax asset, net	207,106		219,003
Investment in unconsolidated affiliates	5,773		—
Other noncurrent assets	7,995		8,516
Total assets	$	1,824,529	$	1,739,328
Liabilities and Equity
Current liabilities
Accounts payable	$	83,142	$	72,001
Accrued expenses and other current liabilities	64,128		75,416

Current portion of liability related to tax receivable agreement	20,297		20,297
Finance lease obligations, current portion	7,354		7,024
Operating lease liabilities, current portion	5,042		4,086
Total current liabilities	179,963		178,824
Deferred tax liability, net	2,197		2,868
Liability related to tax receivable agreement, net of current portion	259,732		258,376
Finance lease obligations, net of current portion	11,681		10,528
Operating lease liabilities, net of current portion	17,944		20,078
Other noncurrent liabilities	4,475		4,475
Total liabilities	475,992		475,149
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, 68,575 and 68,152 shares issued and outstanding	685		681
Class B common stock, $0.01 par value, 215,000 shares authorized, 11,259 and 11,433 shares issued and outstanding	—		—
Additional paid-in capital	530,945		520,794
Retained earnings	618,554		552,133
Accumulated other comprehensive loss	(1,983)		(2,491)
Total stockholders’ equity attributable to Cactus Inc.	1,148,201		1,071,117
Non-controlling interest	200,336		193,062
Total stockholders’ equity	1,348,537		1,264,179
Total liabilities and equity	$	1,824,529	$	1,739,328

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2025		2024		2025		2024
Revenues
Product revenue	$	208,262	$	220,901	$	417,223	$	428,412
Rental revenue	21,786		25,207		48,908		49,150
Field service and other revenue	43,527		44,281		87,763		86,950
Total revenues	273,575		290,389		553,894		564,512
Costs and expenses
Cost of product revenue	123,515		128,167		244,971		248,833
Cost of rental revenue	12,762		13,694		26,497		26,640
Cost of field service and other revenue	37,303		34,606		74,693		69,841
Selling, general and administrative expenses	39,190		31,227		78,316		60,649
Change in fair value of earn-out liability	—		2,876		—		16,180
Total costs and expenses	212,770		210,570		424,477		422,143
Operating income	60,805		79,819		129,417		142,369

Interest income, net	2,518		1,405		4,843		2,094

Income before income taxes	63,323		81,224		134,260		144,463
Income tax expense	14,276		18,165		31,108		31,589
Net income	$	49,047	$	63,059	$	103,152	$	112,874
Less: net income attributable to non-controlling interest	8,718		13,231		18,600		24,081
Net income attributable to Cactus Inc.	$	40,329	$	49,828	$	84,552	$	88,793

Earnings per Class A share - basic	$	0.59	$	0.75	$	1.24	$	1.35
Earnings per Class A share - diluted	$	0.59	$	0.75	$	1.23	$	1.35

Weighted average Class A shares outstanding - basic	68,514		66,142		68,355		65,760
Weighted average Class A shares outstanding - diluted	68,889		66,579		68,760		79,686

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

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CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Net income	$	49,047	$	63,059	$	103,152	$	112,874
Foreign currency translation adjustments	497		174		662		(629)
Comprehensive income	$	49,544	$	63,233	$	103,814	$	112,245
Less: comprehensive income attributable to non-controlling interest	8,842		13,289		18,754		23,966
Comprehensive income attributable to Cactus Inc.	$	40,702	$	49,944	$	85,060	$	88,279

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

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)


	Class A			Class B				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Common Stock			Common Stock
(in thousands)	Shares	Amount		Shares	Amount
Balance at March 31, 2025	68,390	$	683	11,433	$	—		$	522,386	$	587,321	$	(2,355)	$	197,335	$	1,305,370

Member distributions	—	—		—	—			—		—		—		(3,654)		(3,654)
Effect of CC Unit redemptions	173	—		(173)	—			3,031		—		—		(3,031)		—
Tax impact of equity transactions	—	—		—	—			185		—		—		—		185
Equity award vestings	11	2		—	—			(153)		—		—		(61)		(212)
Other comprehensive income	—	—		—	—			—		—		372		125		497

Stock-based compensation	—	—		—	—			5,496		—		—		904		6,400
Cash dividends declared ($0.13 per share)	—	—		—	—			—		(9,096)		—		—		(9,096)
Net income	—	—		—	—			—		40,329		—		8,718		49,047
Balance at June 30, 2025	68,574	$	685	11,260	$	—		$	530,945	$	618,554	$	(1,983)	$	200,336	$	1,348,537

Balance at March 31, 2024	65,518	$	655	14,034	$	—	—	$	462,464	$	431,703	$	(1,456)	$	207,223	$	1,100,589
Member distributions	—	—		—	—			—		—		—		(6,933)		(6,933)
Effect of CC Unit redemptions	952	10		(952)	—			14,406		—		—		(14,416)		—
Tax impact of equity transactions	—	—		—	—			299		—

SEC Form 10-Q filed by Cactus Inc.