whd-20260331

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 March 31, 2026


☐			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 May 6, 2026, the registrant had 69,418,430 shares of Class A common stock, $0.01 par value per share, and 10,758,435 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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

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, 2025 (our “2025 Annual Report”), and under “Part II, Item 1A. Risk Factors” 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 2025 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)	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	291,609	$	123,571
Restricted cash	—		371,011
Accounts receivable, net of allowance of $5,539 and $4,494, respectively	459,954		164,493
Inventories	404,210		276,613
Prepaid expenses and other current assets	19,630		19,231
Total current assets	1,175,403		954,919
Property and equipment, net	394,976		342,592
Operating lease right-of-use assets, net	34,434		19,491
Intangible assets, net	364,278		148,004
Goodwill	248,334		203,028
Deferred tax asset, net	204,550		187,545

Investment in unconsolidated affiliates	5,946		5,923
Other noncurrent assets	30,160		10,115
Total assets	$	2,458,081	$	1,871,617
Liabilities, Mezzanine Equity and Stockholders' Equity
Current liabilities
Accounts payable	$	315,781	$	71,541
Accrued expenses and other current liabilities	64,753		51,388
Contract liabilities	33,593		7,707
Current portion of liability related to tax receivable agreement	21,314		21,314
Finance lease obligations, current portion	7,669		7,476
Operating lease liabilities, current portion	7,977		4,815
Total current liabilities	451,087		164,241
Deferred tax liability, net	38,710		2,786
Liability related to tax receivable agreement, net of current portion	243,500		241,609
Finance lease obligations, net of current portion	9,661		9,672
Operating lease liabilities, net of current portion	29,927		15,786
Other noncurrent liabilities	38,935		4,475
Total liabilities	811,820		438,569
Commitments and contingencies
Mezzanine equity
Redeemable non-controlling interest	240,608		—
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, 69,416 and 68,890 shares issued and outstanding	693		688
Class B common stock, $0.01 par value, 215,000 shares authorized, 10,758 and 10,958 shares issued and outstanding	—		—
Additional paid-in capital	569,607		546,926
Retained earnings	621,917		680,353
Accumulated other comprehensive loss	(1,829)		(1,577)
Total stockholders’ equity attributable to Cactus Inc.	1,190,388		1,226,390
Non-controlling interest	215,265		206,658
Total stockholders’ equity	1,405,653		1,433,048
Total liabilities, mezzanine equity and stockholders' equity	$	2,458,081	$	1,871,617

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 March 31,
(in thousands, except per share data)		2026		2025
Revenues
Product revenue		$	297,237	$	208,961
Rental revenue		15,930		27,122
Field service and other revenue		75,182		44,236
Total revenues		388,349		280,319
Costs and expenses
Cost of product revenue		207,491		121,456
Cost of rental revenue		10,573		13,735
Cost of field service and other revenue		58,707		37,390
Selling, general and administrative expenses		62,074		39,126

Total costs and expenses		338,845		211,707
Operating income		49,504		68,612

Interest income, net		220		2,325

Income before income taxes		49,724		70,937
Income tax expense		9,503		16,832
Net income		$	40,221	$	54,105
Less: net income attributable to non-controlling interest		7,315		9,882
Net income attributable to Cactus Inc.		$	32,906	$	44,223

Net income attributable to Cactus Inc.		$	32,906	$	44,223
Less: Accretion of redeemable non-controlling interest to redemption value		81,507		—
Net (loss) income attributable to Cactus Inc. including accretion of redeemable non-controlling interest to redemption value		$	(48,601)	$	44,223

(Loss) earnings per Class A share—basic		$	(0.70)	$	0.65
(Loss) earnings per Class A share—diluted		$	(0.70)	$	0.64

Weighted average Class A shares outstanding - basic		69,026		68,194
Weighted average Class A shares outstanding - diluted		69,026		68,664

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

Table of Contents

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)


	Three Months Ended March 31,
(in thousands)		2026		2025
Net income		$	40,221	$	54,105
Foreign currency translation adjustments		147		165
Comprehensive income		$	40,368	$	54,270
Less: comprehensive income attributable to non-controlling interest		7,338		9,911
Comprehensive income attributable to Cactus Inc.		$	33,030	$	44,359

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

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

(unaudited)


	Stockholders' Equity																Mezzanine Equity
	Class A			Class B			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity		Redeemable Non-Controlling Interest
	Common Stock			Common Stock
(in thousands)	Shares	Amount		Shares	Amount
Balance at December 31, 2025	68,890	$	688	10,958	$	—	$	546,926	$	680,353	$	(1,577)	$	206,658	$	1,433,048	$	—

Redeemable non-controlling interest	—	—		—	—		—		(81,507)		—		(12,633)		(94,140)		94,140
Member distributions	—	—		—	—		—		—		—		(1,502)		(1,502)		—
Effect of CC Unit redemptions	200	2		(200)	—		3,856		—		—		(3,858)		—		—
Tax impact of equity transactions	—	—		—	—		18,718		—		—		—		18,718		—
Equity award vestings	326	3		—	—		(5,977)		—		—		(1,904)		(7,878)		—
Other comprehensive income	—	—		—	—		—		—		(252)		399		147		—

Stock-based compensation	—	—		—	—		6,084		—		—		955		7,039		—
Cash dividends declared ($0.14 per share)	—	—		—	—		—		(9,835)		—		—		(9,835)		—
Acquisition of non-controlling interest	—	—		—	—		—		—		—		19,835		19,835		146,738
Net income	—	—		—	—		—		32,906		—		7,315		40,221		(270)
Balance at March 31, 2026	69,416	$	693	10,758	$	—	$	569,607	$	621,917	$	(1,829)	$	215,265	$	1,405,653	$	240,608

Balance at December 31, 2024	68,151	$	681	11,433	$	—	$	520,794	$	552,133	$	(2,491)	$	193,062	$	1,264,179	$	—

Member distributions	—	—		—	—		—		—		—		(5,089)		(5,089)		—
Effect of CC Unit redemptions	—	—		—	—		—		—		—		—		—		—
Tax impact of equity transactions	—	—		—	—		401		—		—		—		401		—
Equity award vestings	239	2		—	—		(4,070)		—		—		(1,430)		(5,498)		—
Other comprehensive income	—	—		—	—		—		—		136		29		165		—
Share repurchases	—	—		—	—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		5,261		—		—		881		6,142		—
Cash dividends declared ($0.13 per share)	—	—		—	—		—		(9,035)		—		—		(9,035)		—
Net income	—	—		—	—		—		44,223		—		9,882		54,105		—
Balance at March 31, 2025	68,390	$	683	11,433	$	—	$	522,386	$	587,321	$	(2,355)	$	197,335	$	1,305,370	$	—

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

CACTUS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash flows from operating activities
Net income	$	40,221	$	54,105
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	36,761		15,678
Deferred financing cost amortization	639		280
Stock-based compensation	7,039		6,064
Provision for expected credit losses	1,060		133
Inventory obsolescence	2,397		(296)
Gain on disposal of assets	(65)		(79)
Deferred income taxes	479		7,623


Changes in operating assets and liabilities:
Accounts receivable	(63,179)		(28,087)
Inventories	(3,224)		(3,112)
Prepaid expenses and other assets	(1,136)		2,080
Accounts payable	100,406		(7,923)
Accrued expenses and other liabilities	5,190		(4,921)
Contract liabilities	1,683		—



Net cash provided by operating activities	128,271		41,545
Cash flows from investing activities
Acquisition of a business, net of cash and cash equivalents acquired	(301,011)		—
Investment in unconsolidated affiliate	—		(6,000)
Capital expenditures and other	(9,724)		(10,230)
Proceeds from sales of assets	746		779
Net cash used in investing activities	(309,989)		(15,451)
Cash flows from financing activities





Payments on finance leases	(1,914)		(1,988)
Dividends paid to Class A common stock shareholders	(10,214)		(9,216)
Distributions to members	(1,502)		(5,089)
Repurchases of shares	(7,899)		(5,498)
Net cash used in financing activities	(21,529)		(21,791)
Effect of exchange rate changes on cash and cash equivalents	274		515
Net increase in cash and cash equivalents	(202,973)		4,818
Cash, cash equivalents, and restricted cash
Beginning of period	494,582		342,843
End of period	$	291,609	$	347,661

Supplemental disclosure of cash flow information
Net cash paid for income taxes	$	5,992	$	23,204
Cash paid for interest	$	763	$	627
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new lease obligations	$	4,069	$	4,128
Property and equipment in accounts payable	$	282	$	914

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

CACTUS, INC. AND SUBSIDIARIES

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 Company currently operates in two business segments: Pressure Control, which includes the legacy Cactus Wellhead business and the Cactus International business, 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, 2025.

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.

Cactus International Joint Venture with Baker Hughes

On January 1, 2026 (the “Closing Date”), Baker Hughes Holdings LLC ("Baker Hughes Holdings") and certain of its affiliates sold 65% of the limited liability company membership interests ("Membership Interests") in Baker Hughes Pressure Control LLC (the "Joint Venture" or "Cactus International"), which holds Baker Hughes Company's former surface pressure control business (the "Acquired Business") to Cactus UK Holding Limited (the “Cactus Member”), a subsidiary of Cactus Companies, for a cash purchase price of $344.5 million, subject to certain working capital, cash, debt, capital expenditure and other customary adjustments (the "Baker Hughes Transaction").

For so long as Baker Hughes Pressure Control Holdings LLC (the "Baker Member") continues to hold Membership Interests, the Cactus Member shall cause the Joint Venture to operate its business generally in the ordinary course. Certain actions of the Board of Directors of the Joint Venture require the affirmative vote of at least one director appointed by the Baker Member. Baker Hughes Company ("Baker Hughes Company") and the Company have specific non-compete restrictions with respect to surface pressure control applications in certain countries, and the members of the Joint Venture are subject to certain transfer restrictions with respect to the Membership Interests.

From and after the second anniversary of the Closing Date, the Baker Member has the right to sell to either the Joint Venture or the Cactus Member, and the Cactus Member has the right to purchase or cause the Joint Venture to purchase, all of the Membership Interests held directly or indirectly by Baker Hughes Company. The purchase price will be based on a value of the

Joint Venture using a multiple of six times its trailing twelve month ("TTM") Adjusted EBITDA (as defined and calculated pursuant to the Amended and Restated Limited Liability Company Agreement of the Joint Venture, entered into on the Closing Date by the Joint Venture, the Cactus Member, the Baker Member, Cactus Inc. and Baker Hughes Company (the "Joint Venture LLC Agreement")), subject to a maximum valuation of $660.0 million, and if the Cactus Member elects to purchase or cause the Joint Venture to purchase the Membership Interests, a minimum valuation of $530.0 million applies. In connection with the Baker Hughes Transaction, Cactus Companies is obligated to pay Baker Hughes Holdings $10.0 million subject to contractual adjustments on the first anniversary of the Closing Date and $14.5 million at such time as Baker Hughes Company ceases to be a member of the Joint Venture.

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. In late 2025 the parties decided not to proceed with the development of the facility and are in the process of liquidating the assets and returning the capital to the respective parties. 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.

Restricted Cash

Restricted cash represents amounts that are not available for general corporate use because they are subject to contractual or legal restrictions. Consistent with U.S. GAAP, the Company presents restricted cash separately from cash and cash equivalents on the consolidated balance sheets and includes restricted cash in the reconciliation of beginning and ending cash, cash equivalents, and restricted cash in the consolidated statements of cash flows.

As of December 31, 2025 the Company had $371.0 million of restricted cash held in an escrow account in connection with the then-pending acquisition of Baker Hughes Pressure Control LP. Under the terms of the purchase agreement, these funds were required to be placed in escrow and were restricted from use for any purpose other than funding the acquisition consideration at closing. The escrowed funds were released on January 1, 2026, the acquisition closing date, at which point the restriction lapsed and the cash was released to certain affiliates of Baker Hughes Company.

The restricted cash balance is classified as a current asset, as the restriction was scheduled to be released within one year of the balance sheet date.

The following table provides a reconciliation of the amounts presented in the consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows:


	December 31,
	2025
Cash and cash equivalents	$	123,571
Restricted cash	371,011
Total cash, cash equivalents and restricted cash	$	494,582

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 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.

2. Cactus International Acquisition

As noted above, on June 2, 2025, Cactus Companies, a subsidiary of Cactus, Inc., entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings and Baker Hughes Pressure Control LLC, each of which at such time was an indirect subsidiary of Baker Hughes Company, pursuant to which the Company agreed to acquire Baker Hughes Company’s surface pressure control business.

Prior to the Closing Date, Baker Hughes Holdings effected certain restructuring transactions on the terms and subject to the conditions set forth in the Framework Agreement (the “Restructuring Transactions”), as a result the Joint Venture and certain of its subsidiaries came to own the Business Assets and Business Liabilities (each as defined in the Framework Agreement). As part of the Restructuring Transactions, the Joint Venture converted from a Texas limited partnership to a Delaware limited liability company.

On the Closing Date, Baker Hughes Holdings and certain of its affiliates sold 65% of the Membership Interests to the Cactus Member, a subsidiary of Cactus Companies, for a cash purchase price of $344.5 million (on a debt-free, and, except as noted below, cash-free basis), subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after the Closing Date (the “Purchase Price”). The Joint Venture was to retain minimum cash of $70.0 million (the “Minimum Cash Amount”). In order to compensate Baker Hughes Holdings for the Minimum Cash Amount, Cactus Companies (i) paid Baker Hughes Holdings 65% of the Minimum Cash Amount, or $45.5 million, on the Closing Date, and (ii) will pay Baker Hughes Holdings 35% of the Minimum Cash Amount, or $24.5 million, as follows: $10.0 million, subject to contractual adjustments on the first anniversary of the Closing Date, and $14.5 million at such time as Baker Hughes Company ceases to be a member, directly or indirectly, of the Joint Venture.

The acquisition was completed to expand the Company’s surface pressure control operational capabilities and broaden its geographic footprint. The acquired business complements the Company’s existing pressure control offerings through additional product capabilities, manufacturing capacity, geographic markets and customer relationships.

The acquisition is being accounted for using the acquisition method of accounting, with Cactus being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities were recorded at their respective fair values as of the date of the completion of the acquisition. The transaction was treated as a purchase of partnership units for United States federal income tax purposes. In connection with the acquisition, we incurred approximately $5.8 million of transaction costs for the three months ended March 31, 2026 required to effect the transaction and incurred an additional $0.5 million in costs related to the reporting of and accounting for the transaction. These fees primarily related to legal, accounting and consulting fees and are included in selling, general and administrative (“SG&A”) expenses in the statements of income.

Purchase Price Consideration

The estimated purchase price consideration is $362.0 million and is summarized as follows:


	Purchase Price Consideration
Initial cash payment (1)(2)	$	344,500
Minimum cash amount at closing	45,500
Working capital and other	(34,235)
Deferred Payment (3)	6,266
Fair value of consideration	$	362,031

(1)

SEC Form 10-Q filed by Cactus Inc.