whd-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 10-Q

______________________________________________________________________________

(MARK ONE)


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

For the quarterly period ended September 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 October 29, 2025, the registrant had 68,840,127 shares of Class A common stock, $0.01 par value per share, and 11,007,337 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	27
Item 4.	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
	Signatures	30

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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”), and under “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 and in this Quarterly Report and other cautionary statements contained herein and in our Exchange Act filings. Forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Should one or more of the risks or uncertainties described in our 2024 Annual Report or other Exchange Act filings occur, or should underlying assumptions prove incorrect, our actual results could differ materially from those expressed in any forward-looking statements.

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

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except per share data)	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	445,614	$	342,843
Accounts receivable, net of allowance of $4,223 and $3,779, respectively	201,382		191,627
Inventories	271,278		226,796
Prepaid expenses and other current assets	10,438		13,422
Total current assets	928,712		774,688
Property and equipment, net	346,616		346,008
Operating lease right-of-use assets, net	20,870		24,094
Intangible assets, net	152,001		163,991
Goodwill	203,028		203,028
Deferred tax asset, net	199,223		219,003
Investment in unconsolidated affiliates	5,692		—
Other noncurrent assets	8,634		8,516
Total assets	$	1,864,776	$	1,739,328
Liabilities and Equity
Current liabilities
Accounts payable	$	67,248	$	72,001
Accrued expenses and other current liabilities	75,878		75,416

Current portion of liability related to tax receivable agreement	20,297		20,297
Finance lease obligations, current portion	7,394		7,024
Operating lease liabilities, current portion	5,052		4,086
Total current liabilities	175,869		178,824
Deferred tax liability, net	2,449		2,868
Liability related to tax receivable agreement, net of current portion	261,367		258,376
Finance lease obligations, net of current portion	10,329		10,528
Operating lease liabilities, net of current portion	16,875		20,078
Other noncurrent liabilities	4,475		4,475
Total liabilities	471,364		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, 68,840 and 68,152 shares issued and outstanding	688		681
Class B common stock, $0.01 par value, 215,000 shares authorized, 11,007 and 11,433 shares issued and outstanding	—		—
Additional paid-in capital	540,945		520,794
Retained earnings	650,356		552,133
Accumulated other comprehensive loss	(2,086)		(2,491)
Total stockholders’ equity attributable to Cactus Inc.	1,189,903		1,071,117
Non-controlling interest	203,509		193,062
Total stockholders’ equity	1,393,412		1,264,179
Total liabilities and equity	$	1,864,776	$	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 September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Revenues
Product revenue	$	206,822	$	221,406	$	624,045	$	649,818
Rental revenue	17,361		26,979		66,269		76,129
Field service and other revenue	39,771		44,796		127,534		131,746
Total revenues	263,954		293,181		817,848		857,693
Costs and expenses
Cost of product revenue	123,589		128,758		368,560		377,591
Cost of rental revenue	10,839		14,346		37,336		40,986
Cost of field service and other revenue	32,403		35,775		107,096		105,616
Selling, general and administrative expenses	35,889		37,372		114,205		98,021
Change in fair value of earn-out liability	—		138		—		16,318
Total costs and expenses	202,720		216,389		627,197		638,532
Operating income	61,234		76,792		190,651		219,161

Interest income, net	2,977		2,062		7,820		4,156
Other income, net	221		—		221		—
Income before income taxes	64,432		78,854		198,692		223,317
Income tax expense	14,244		16,417		45,352		48,006
Net income	$	50,188	$	62,437	$	153,340	$	175,311
Less: net income attributable to non-controlling interest	8,564		12,510		27,164		36,591
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 - basic	68,681		66,563		68,465		66,030
Weighted average Class A shares outstanding - diluted	69,196		80,190		68,877		79,777

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 September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Net income	$	50,188	$	62,437	$	153,340	$	175,311
Foreign currency translation adjustments	(120)		769		542		140
Comprehensive income	$	50,068	$	63,206	$	153,882	$	175,451
Less: comprehensive income attributable to non-controlling interest	8,546		12,678		27,301		36,644
Comprehensive income attributable to Cactus Inc.	$	41,522	$	50,528	$	126,581	$	138,807

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 June 30, 2025	68,574	$	685	11,260	$	—		$	530,945	$	618,554	$	(1,983)	$	200,336	$	1,348,537

Member distributions	—	—		—	—			—		—		—		(1,560)		(1,560)
Effect of CC Unit redemptions	252	—		(252)	—			4,603		—		—		(4,603)		—
Tax impact of equity transactions	—	—		—	—			267		—		—		—		267
Equity award vestings	13	3		—	—			(143)		—		—		(64)		(204)
Other comprehensive loss	—	—		—	—			—		—		(103)		(17)		(120)

Stock-based compensation	—	—		—	—			5,273		—		—		853		6,126
Cash dividends declared ($0.14 per share)	—	—		—	—			—		(9,822)		—		—		(9,822)
Net income	—	—		—	—			—		41,624		—		8,564		50,188
Balance at September 30, 2025	68,839	$	688	11,008	$	—		$	540,945	$	650,356	$	(2,086)	$	203,509	$	1,393,412

Balance at June 30, 2024	66,480	$	665	13,082	$	—	—	$	481,960	$	473,391	$	(1,340)	$	200,120	$	1,154,796
Member distributions	—	—		—	—			—		—		—		(1,827)		(1,827)
Effect of CC Unit redemptions	154	1		(154)	—			2,448		—		—		(2,449)		—
Tax impact of equity transactions	—	—		—	—			70		—		—		—		70
Equity award vestings	22	—		—	—			(640)		—		—

SEC Form 10-Q filed by Cactus Inc.