What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 162 added, 147 removed, 998 unchanged (24% of the section changed)

19 unchanged sentences

/s/ Scott Bender /s/ Jay A.

Chief Executive Officer, Chairman of the Board and Director Executive Vice President, Chief Financial Officer and Treasurer

Chief Executive Officer, Chairman of the Board and Director Executive Vice President and Chief Financial Officer

Houston, Texas

53 unchanged sentences

Cash and cash equivalents $ 123,571 $ 342,843

Restricted cash

Accounts receivable, net of allowance of $ 4,494 and $ 3,779 , respectively

8 unchanged sentences

Deferred tax asset, net 187,545 219,003

Investment in unconsolidated affiliates

Other noncurrent assets 10,115 8,516

4 unchanged sentences

Accrued expenses and other current liabilities 59,095 75,416

Earn-out liability — 20,810

Current portion of liability related to tax receivable agreement 21,314 20,297

41 unchanged sentences

Interest income (expense), net 10,962 6,459 ( 6,480 )

Other income (expense), net 3,204 4,490 ( 1,910 )

Other (expense) income, net

( 794 ) 3,204 4,490

Income before income taxes 260,669 299,276 262,376

27 unchanged sentences

Balance at December 31, 2022 60,903 $ 609 14,978 $ — $ 310,528 $ 261,764 $ ( 984 ) $ 138,528 $ 710,445

Issuance of common stock 3,352 34 — — 143,722 — — 26,122 169,878

Member distributions — — — — — — — ( 16,644 ) ( 16,644 )

3 unchanged sentences

Other comprehensive loss — — — — — — 158 81 239

Share repurchases ( 8 ) — — — ( 286 ) — — ( 41 ) ( 327 )

Stock-based compensation — — — — 14,782 — — 3,322 18,104

3 unchanged sentences

Balance at December 31, 2023 65,409 $ 654 14,034 $ — $ 465,012 $ 400,682 $ ( 826 ) $ 199,248 $ 1,064,770

Issuance of common stock

3,352 34 143,722 — — 26,122 169,878

Member distributions — — — — — — — ( 13,290 ) ( 13,290 )

Effect of CW Unit redemptions 944 9 ( 944 ) — 12,787 — — ( 12,796 ) —

Effect of CC Unit redemptions

2,601 26 ( 2,601 ) — 41,636 — — ( 41,662 ) —

Tax impact of equity transactions — — — — 2,014 — — — 2,014

15 unchanged sentences

— — — — — — 914 215 1,129

Share repurchases ( 87 ) ( 1 ) — — ( 2,996 ) — — ( 375 ) ( 3,372 )

Stock-based compensation — — — — 21,222 — — 3,465 24,687

7 unchanged sentences

Year Ended December 31,

2024 2023 2022

(in thousands) 2025 2024 2023

23 unchanged sentences

Acquisition of a business, net of cash and cash equivalents acquired — — ( 616,189 )

Investment in unconsolidated affiliates

( 6,000 ) — —

Capital expenditures and other ( 38,805 ) ( 39,176 ) ( 43,977 )

12 unchanged sentences

Repurchases of shares ( 5,927 ) ( 9,331 ) ( 5,249 )

Net cash provided by (used in) financing activities ( 70,144 ) 103,275 ( 47,382 )

Net cash (used in) provided by financing activities

( 69,064 ) ( 70,144 ) 103,275

Effect of exchange rate changes on cash and cash equivalents 1,449 ( 1,530 ) 503

Net increase (decrease) in cash and cash equivalents 209,051 ( 210,735 ) 42,858

Cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

151,739 209,051 ( 210,735 )

Cash, cash equivalents and restricted cash

Beginning of period 342,843 133,792 344,527

12 unchanged sentences

We have manufacturing and production facilities in Bossier City, Louisiana, Baytown, Texas and Suzhou, China.

In addition, a new plant is commencing production in Vietnam.

Our corporate headquarters are located in Houston, Texas.

28 unchanged sentences

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.

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.

Use of Estimates

6 unchanged sentences

We manage the credit risk associated with these financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits and monitoring counterparties’ financial condition.

Our receivables are spread over a number of customers, a majority of which are oil and natural gas exploration and production (“E&P”) companies representing private operators, publicly-traded independents, majors and other companies with operations in the key U.S.

Our receivables are spread over a number of customers, a majority of which are oil and natural gas E&P companies representing private operators, publicly-traded independents, majors and other companies with operations in the key U.S.

oil and gas producing basins, as well as Australia, Canada and the Middle East.

3 unchanged sentences

We also control our exposure associated with trade receivables by discontinuing sales and service to non-paying customers.

For the year ended December 31, 2024 and 2023, one customer represented approximately 15 % and 10 %, respectively, of total revenues, with both operating segments reporting revenues with this customer.

No customer represented more than 10% of total revenues for the year ended December 31, 2022.

For the years ended December 31, 2025, 2024, and 2023 one customer represented 17 %, 15 % and 10 %, respectively, of total Company revenues, with both operating segments reporting revenues with the customer.

Significant Vendors

3 unchanged sentences

We purchase a majority of these items from vendors primarily located in the United States, China, India, Australia and Vietnam.

For the year ended December 31, 2024 and 2023, one vendor represented approximately 10 % of our total third-party vendor purchases of raw materials, finished products, equipment, machining and other services.

For the year ended December 31, 2025 no vendor represented 10% or more of our total third-party vendor purchases of raw materials, finished products, equipment, machining and other services.

For the years ended December 31, 2024 and 2023, one vendor represented approximately 10 % of our total third-party vendor purchases of raw materials, finished products, equipment, and machining and other services.

Tax Receivable Agreement (TRA)

1 unchanged sentence

As such, subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other income (expense), net.

During the years ended December 31, 2024, 2023 and 2022, we recognized a $ 3.2 million gain, a $ 4.5 million gain and a $ 1.9 million loss on the change in the TRA liability, respectively.

During the years ended December 31, 2025, 2024 and 2023, we recognized a $ 0.8 million loss, a $ 3.2 million gain and a $ 4.5 million gain on the change in the TRA liability, respectively.

See Note 11 for further details on the TRA liability.

11 unchanged sentences

Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

We treat shipping and

handling associated with outbound freight as a fulfillment cost instead of as a separate performance obligation.

We treat shipping and handling associated with outbound freight as a fulfillment cost instead of as a separate performance obligation.

We recognize the cost for the associated shipping and handling when incurred as an expense in cost of sales.

29 unchanged sentences

Stock-based Compensation

We measure the cost of equity‑based awards based on the grant date fair value and allocate the compensation expense over the requisite service period, which is usually the vesting period.

We measure the cost of equity‑based awards on the grant date fair value and allocate the compensation expense over the requisite service period, which is usually the vesting period.

The grant date fair value is determined by the closing price of our Class A common stock on the grant date.

10 unchanged sentences

Consequently, the members of Cactus Companies are taxed individually on their share of earnings for U.S.

and state income tax purposes.

federal and state income tax purposes.

Cactus Companies is subject to the Texas Margins Tax and our operations in China, Australia, Canada, Vietnam and the Middle East are subject to local country income taxes.

4 unchanged sentences

We have not experienced any losses in such accounts.

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.

For information concerning the Baker Hughes Transaction, see Note 19 to our consolidated financial statements.

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:

2025 2024 2023

Cash and cash equivalents

$ 123,571 $ 342,843 $ 133,792

Restricted cash

Total cash, cash equivalents and restricted cash

$ 494,582 $ 342,843 $ 133,792

Accounts Receivable and Allowance for Credit Losses

32 unchanged sentences

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss are reflected in income for the period.

The cost of maintenance and repairs is

charged to income as incurred while significant renewals and improvements are capitalized.

The cost of maintenance and repairs is charged to income as incurred while significant renewals and improvements are capitalized.

Estimated useful lives are as follows:

48 unchanged sentences

Accrued expenses and other current liabilities as of December 31, 2025 and 2024 are as follows:

Income based tax payable $ 24,112 $ 6,437

Payroll, incentive compensation, payroll taxes and benefits 13,925 13,964

Accrued professional fees and other $ 14,130 $ 11,385

Payroll, incentive compensation, payroll taxes and benefits 12,609 13,925

Accrued international freight and tariffs 9,540 4,988

Deferred revenue 7,707 8,069

Customer deposits 6,116 6,512

Accrued international freight and tariffs 4,988 5,198

Taxes other than income 3,455 4,045

Income based tax payable 2,497 24,112

Product warranties 1,801 1,493

6 unchanged sentences

Actual employee medical claims expense may differ from estimated loss provisions based on historical experience.

The liabilities for these claims are included as a component of payroll, incentive compensation, payroll taxes and benefits in the table above and were $ 2.3 million as of both December 31, 2024 and 2023.

The liabilities for these claims are included as a component of payroll, incentive compensation, payroll taxes and benefits in the table above and were $ 2.0 million and $ 2.3 million at December 31, 2025 and 2024, respectively.

Product Warranties

9 unchanged sentences

Recent Accounting Pronouncements

Standards Not Yet Adopted

Recently adopted accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

1 unchanged sentence

Entities will also be required to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid by individual jurisdictions that meet a five percent or greater threshold of total income taxes paid net of refunds received.

The ASU also adds certain disclosures in order to be consistent with U.S.

Securities and Exchange Commission rules and removes certain disclosures that no longer are considered cost beneficial or relevant.

The amendments in this ASU should be applied on a prospective basis, with a retrospective option.

The standard will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact the adoption of this new standard will have on our disclosures.

The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025.

See Note 7 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

2023-07, “Improvements to Reportable Segment Disclosures (Topic 280)” in order to require disclosure of incremental segment information on an annual and interim basis for all public entities.

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

See Note 15 Segment Reporting in the accompanying notes to the consolidated financial statements for further detail.

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.

FlexSteel Acquisition

1 unchanged sentence

Including final adjustments for closing working capital, cash on hand and indebtedness adjustments as set forth in the merger agreement, we paid total cash consideration of $ 627.5 million.

Purchase Price Consideration

The final purchase price consideration for the acquisition is $ 627.5 million and is summarized as follows:

Purchase Price Consideration

Cash consideration $ 621,505

Contingent consideration (1)

Fair value of consideration transferred $ 627,465

(1) Represents the estimated fair value as of the acquisition date of the earn-out payment of up to $ 75 million of additional cash consideration if certain revenue growth targets are met by FlexSteel.

The estimated fair value of the earn-out payment was determined using a Monte Carlo simulation valuation methodology based on probability-weighted performance projections and other inputs, including a discount rate.

Changes in the fair value of the earn-out liability subsequent to the acquisition date have been recognized in the consolidated statements of income.

The contingent consideration earn-out period ended on June 30, 2024 and resulted in an earn-out liability of $ 37.0 million.

The earn-out payment was made in September 2024.

Purchase Price Allocation

The following table provides the final allocation of the purchase price as of the acquisition date.

Cash and cash equivalents $ 5,316

Receivables 58,002

Inventories 91,746

Prepaid expenses and other current assets 1,283

Property and equipment 206,928

Operating lease right-of-use assets 1,021

Identifiable intangible assets 200,300

Other noncurrent assets 5,666

Total assets acquired 570,262

Accounts payable ( 14,975 )

Accrued expenses and other current liabilities ( 26,827 )

Finance lease obligations ( 974 )

Operating lease liabilities ( 906 )

Deferred tax liabilities ( 94,319 )

Total liabilities assumed ( 138,001 )

Net assets acquired 432,261

Goodwill $ 195,204

Assets acquired and liabilities assumed in connection with the acquisition were recorded at their fair values as of the acquisition date.

The fair values were determined by management, based in part on an independent valuation performed by third-party valuation specialists.

The valuation methods used to determine the fair value of intangible assets included the multi-year excess earnings approach for customer relationships and backlog and the relief from royalty method for tradename and developed technology.

These fair values were based on inputs that are not observable in the market and thus represent Level 3 inputs.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted revenues, long-term growth rate, royalty rates, margins, tax rates, capital spending, discount rates, attrition rates and working capital changes.

Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.

The fair values determined for accounts receivable, accounts payable and most other current assets and liabilities, other than inventory, were equivalent to the carrying value due to their short-term nature.

Acquired inventories are comprised of raw materials, work-in-progress and finished goods.

The fair value of finished goods was calculated as the estimated selling price, less costs of the selling effort and a reasonable profit allowance relating to the selling effort.

The fair value of work-in-progress was calculated as the estimated selling price, less costs to complete, less costs of the selling effort and a reasonable profit allowance on completion and selling costs.

The fair value of raw materials was determined based on replacement cost which approximates historical carrying value.

The fair value of identifiable fixed assets was calculated using a combination of valuation approaches, but primarily consisted of the cost approach which adjusts estimates of replacement cost for the age, condition and utility of the associated assets.

Goodwill is calculated as the excess of the purchase price over the estimated fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Among the factors that contributed to a purchase price in excess of the estimated fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, expansion opportunities and other benefits that we believe will result from combining the operations of FlexSteel with ours.

Goodwill was further increased by the deferred tax liability associated with the fair market value in excess of the tax basis acquired.

The goodwill associated with this transaction has been allocated to our Spoolable Technologies segment and is not deductible for tax purposes.

Pro forma financial information

The pro forma financial information below represents the combined results of operations for the years ended December 31, 2023 and 2022, as if the acquisition had occurred as of January 1, 2022.

The pro forma financial information below represents the combined results of operations for the year ended December 31, 2023, as if the acquisition had occurred as of January 1, 2022.

The unaudited pro forma combined financial information includes, where applicable, adjustments for additional amortization expense related to the fair value step-up of intangible assets, additional inventory fair value step-up expense, additional depreciation expense associated with adjusting property and equipment to fair value, decreases in interest expense due to modification of borrowings in conjunction with the acquisition and associated tax-related impacts of adjustments.

4 unchanged sentences

Net Income attributable to Cactus, Inc.

181,020 116,180

Inventories consist of the following:

19 unchanged sentences

We had $ 1.8 million in letters of credit outstanding and were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of December 31, 2025.

In August 2018, Cactus LLC entered into a five-year senior secured asset-based revolving credit facility with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent for such lenders and as an issuing bank and swingline lender (the “ABL Credit Facility”).

The ABL Credit Facility was amended in September 2020 and July 2022.

On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as Borrower under the ABL Credit Facility, and the ABL Credit Facility was amended and restated in its entirety (the “Amended ABL Credit Facility”).

The Amended ABL Credit Facility provided a term loan of $ 125.0 million and up to $ 225.0 million in revolving commitments, of which $ 20.0 million is available for the issuance of letters of credit.

The Amended ABL Credit Facility was amended in December 2025 (the “Amended ABL Credit Facility”).

The amendment established a delayed‑draw term loan facility (the “Term Loan Facility”) and extended the maturity of the revolving credit facility.

The amendment provides for a term loan facility of up to the lesser of $ 100.0 million and 85 % of the appraised value of eligible machinery and equipment, which may be drawn in up to two advances during the six months following December 1, 2025.

The term loan facility was undrawn as of December 31, 2025.

Any amounts drawn will mature three years from the initial funding date and bear interest, at the borrower’s option, at ABR or SOFR‑based rates plus applicable margins.

The unused portion of the term loan facility is subject to a 0.05 % monthly unused line fee.

The December 2025 amendment also extended the maturity of the revolving credit facility to December 1, 2030.

The Amended ABL Credit Facility requires compliance with a maximum leverage ratio of 2.50 to 1.00 for so long as the term loan facility is outstanding or available.

Until the Term Loan Facility is repaid or terminated without being drawn, the collateral for the ABL Credit Facility was expanded to include certain equipment and intellectual property of Cactus Companies and its subsidiaries that are guarantors.

The Amended ABL Credit Facility provides up to $ 225.0 million in revolving commitments, of which $ 20.0 million is available for the issuance of letters of credit.

Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies may request additional revolving commitments in an amount not to exceed $ 50.0 million, for a total of up to $ 275.0 million in revolving commitments.

The revolving loans under the Amended ABL Credit Facility mature on July 26, 2027.

The maximum amount that Cactus Companies may borrow under the Amended ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.

We borrowed the full $ 125.0 million term loan amount and $ 30.0 million as a revolving loan at closing of the Amended ABL Credit Facility to fund a portion of the acquisition.

The term loan was required to be repaid in regular set amounts starting July 1, 2023 as set forth in the amortization schedule in the Amended ABL Credit Facility and could be prepaid without the payment of any prepayment premium (other than customary breakage costs for Term Benchmark (as defined below) borrowings).

The term loan and revolving loan were repaid in full in July 2023.

Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin.

Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings.

The applicable margin for revolving loan borrowings ranges from 0.0 % to 0.5 % per annum for revolving loan ABR borrowings and 1.25 % to 1.75 % per annum for

revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under the Amended ABL Credit Facility for the immediately preceding fiscal quarter.

The applicable margin for revolving loan borrowings ranges from 0.0 % to 0.5 % per annum for revolving loan ABR borrowings and 1.25 % to 1.75 % per annum for revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under the Amended ABL Credit Facility for the immediately preceding fiscal quarter.

The unused portion of the revolving commitment under the Amended ABL Credit Facility is subject to a commitment fee of 0.25 % per annum.

The Amended ABL Credit Facility contains various covenants and restrictive provisions that limit Cactus Companies’ and each of its subsidiaries’ ability to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies, sell assets, make certain restricted payments and distributions and engage in transactions with affiliates.

The obligations under the Amended ABL Credit Facility are guaranteed by certain subsidiaries of Cactus Companies and secured by a security interest in the accounts receivable, inventory and certain other real and personal property assets of Cactus Companies and the guarantors.

Until the term loan was repaid in full, the Amended ABL Credit Facility required Cactus Companies to maintain a leverage ratio no greater than 2.50 to 1.00 based on the ratio of Total Indebtedness (as defined therein) to EBITDA (as defined therein).

The Amended ABL Credit Facility requires Cactus Companies to maintain a minimum fixed charge coverage ratio of 1.00 to 1.00 based on the ratio of EBITDA (as defined therein) minus Unfinanced Capital Expenditures (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the ABL Credit Facility is under certain levels.

If Cactus Companies fails to perform its obligations under the Amended ABL Credit Facility, (i) the revolving commitments under the Amended ABL Credit Facility could be terminated, (ii) any outstanding borrowings under the Amended ABL Credit Facility may be declared immediately due and payable and (iii) the lenders may commence foreclosure or other actions against the collateral.

The Amended ABL Credit Facility was amended in December 2023 to incorporate certain changes related to revised and new definitions associated with the satisfaction of payment conditions for restricted payments, investments, permitted acquisitions, periodic reporting and asset dispositions.

The amendment did not change the ABR, applicable margin rates, commitment fees, the maturity date, borrowing availability or covenants under the Amended ABL Credit Facility other than timing of certain reporting requirements.

At December 31, 2025 and 2024, although there were no borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.25 %, plus the base rate of one, three or six month SOFR plus 0.10 %, subject to a floor rate.

29 unchanged sentences

federal income tax rate due to the following:

Year Ended December 31,

December 31, 2025 (1)

federal statutory tax rate

$ 54,740 21.0 %

State and local income taxes, net of federal income tax effect (2)

Foreign tax effects 2,265 0.9

Effect of cross-border tax laws 4,146 1.6

Foreign tax credits ( 6,043 ) ( 2.3 )

Other tax credits ( 350 ) ( 0.1 )

Changes in valuation allowances

Valuation allowance - foreign tax credits 2,320 0.9

Nontaxable or nondeductible items

Executive Compensation Limited 2,622 1.0

Other adjustments

Income allocable to non-controlling interest ( 7,739 ) ( 3.0 )

Other 2,341 0.8

Total provision for income taxes and effective tax rate

$ 59,027 22.6 %

(1) Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.

(2) For 2025, state taxes in New Mexico, Pennsylvania, and Texas make up majority (greater than 50%) of the tax effect of this category

Year Ended December 31,

Income taxes at 21% statutory tax rate

13 unchanged sentences

Total provision for income taxes $ 66,518 $ 47,536

(1) As presented prior to adoption of ASU 2023-09, which was adopted prospectively in 2025.

Our effective tax rate was 22.6 %, 22.2 % and 18.1 % for the years ended December 31, 2025, 2024 and 2023, respectively.

is only subject to federal and state income tax on its share of income from Cactus Companies (Cactus LLC prior to the CC Reorganization).

is only subject to federal and state income tax on its share of income from Cactus Companies.

Income taxes paid (net of refunds) exceed 5% of total income taxes (net of refunds) in the following jurisdictions:

December 31, 2025

Federal $ 36,750

Foreign 8,296

Total income taxes paid (net of refunds)

Except for the U.S.

federal income tax cash payments reflected above, the only jurisdictions in which the Company remitted cash taxes in excess of 5% of total 2025 cash tax outflows were China and Australia, where cash taxes totaled $ 5.0 million and $ 2.8 million, respectively.

The components of deferred tax assets and liabilities are as follows:

Investment in Cactus Companies (Cactus LLC prior to the CC Reorganization)

Investment in Cactus Companies

$ 171,647 $ 194,015

9 unchanged sentences

Deferred tax liability, net $ 2,786 $ 2,868

As of December 31, 2024, our liability related to the TRA was $ 278.7 million, representing 85 % of the calculated net cash savings in the United States federal, state and local and franchise tax that we anticipate realizing in future years from certain increases in tax basis and certain tax benefits attributed to imputed interest as a result of our acquisition of CC Units (CW Units prior to the CC Reorganization).

As of December 31, 2025, our liability related to the TRA was $ 262.9 million, representing 85 % of the calculated net cash savings in the United States federal, state and local and franchise tax that we anticipate realizing in future years from certain increases in tax basis and certain tax benefits attributed to imputed interest as a result of our acquisition of CC Units.

We have determined it is more-likely-than-not that we will be able to utilize all of our tax basis subject to the TRA;

therefore, we have recorded a liability related to the TRA for the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of our acquisition (or deemed acquisition for United States federal income tax purposes) of CC Units (CW Units prior to the CC Reorganization).

If we determine the utilization of this tax basis is not more-likely-than-not in the future, our estimate of amounts to be paid under the TRA would be reduced.

9 unchanged sentences

As of December 31, 2025, we have deferred tax assets on U.S.

federal and state net operating loss (“NOL”) carryforwards of approximately $ 8.5 million and $ 0.5 million, respectively, which can be used to offset U.S.

federal net operating loss (“NOL”) carryforwards of approximately $ 0.5 million which can be used to offset U.S.

federal and state taxes payable in future years.

2 unchanged sentences

As of December 31, 2025, the Company had $ 5.5 million of unrecognized tax benefits all of which would not impact the effective tax rate if recognized.

The Company expects our unrecognized tax benefits will not increase in the next twelve months.

The Company recognizes the interest related to uncertain tax benefits as a component of income tax expense.

No interest was recognized during the year ended December 31, 2024.

No penalties or interest were recognized during the year ended December 31, 2025.

The aggregate changes in the balance of the Company's unrecognized tax benefits were as follows for the periods presented (in thousands):

9 unchanged sentences

The unrecognized tax benefits have been offset by an indemnification receivable from the seller of $ 5.5 million.

One of our subsidiaries is awaiting documents finalizing an Internal Revenue Service (“IRS”) no change audit of its 2021 federal income tax return.

None of our state income tax returns are currently under examination by state taxing authorities.

None of federal or state income tax returns are currently under examination by state taxing authorities.

Our federal and state income tax returns for the years ended December 31, 2022 through December 31, 2024 remain open for all purposes of examination by the IRS and applicable state taxing jurisdictions.

However, certain earlier tax years remain open for adjustment to the extent of their net operating loss and deferred interest carryforwards available for future utilization.

In 2021, as part of the Organization for Economic Co-operation and Development's ("OECD") Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax ("Pillar Two") of 15%.

The OECD continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two.

A number of countries have utilized the administrative guidance as a starting point for legislation that is effective January 1, 2024 and other pending legislation that may be enacted in the future.

The Company has determined that there is an immaterial impact for the year ending December 31, 2024.

We are currently evaluating the impact this new legislation will have on our consolidated financial statements.

Stock-Based Compensation

7 unchanged sentences

Stock-based compensation expense is primarily recorded in selling, general and administrative expenses.

We recognized $ 0.7 million, $ 1.2 million and $ 1.7 million in tax benefits for tax deductions from the vesting of stock-based awards during the years ended December 31, 2024, 2023 and 2022, respectively.

We recognized $ 0.3 million of expense, and $ 0.7 million and $ 1.2 million in tax benefits for tax deductions from the vesting of stock-based awards during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, 4.9 million stock awards were available for grant.

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The number of shares earned may range from 0 % to 200 % of the target units set forth in the applicable award agreement and is determined at the end of the performance period conditioned upon continued service and on our achievement of certain predefined targets as defined in the underlying performance stock unit agreements.

PSUs cliff vest upon conclusion of the three-year performance period.

PSUs cliff vest upon conclusion of the three-year performance period subject to review and approval of the Compensation Committee.

As the ROCE target represents a performance condition, we recognize compensation expense for the performance share units on a straight-line basis over three years based on the probable outcome of the ROCE performance.

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Total revenue $ 1,079,051 $ 1,129,814 $ 1,096,960

Deferred revenue as of December 31, 2024 and 2023, had a balance of $ 8.1 million included in accrued expenses and other current liabilities in the consolidated balance sheets.

Deferred revenue as of December 31, 2025 and 2024, had a balance of $ 7.7 million and $ 8.1 million, respectively, included in accrued expenses and other current liabilities in the consolidated balance sheets.

Deferred revenue represents our obligation to transfer products or perform services for a customer for which we have received cash or billed in advance.

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As of December 31, 2025, Cactus Inc.

owned 85.6 % of Cactus Companies, as compared to 82.3 % of Cactus LLC (prior to the CC Reorganization) as of December 31, 2023.

owned 86.3 % of Cactus Companies, as compared to 85.6 % as of December 31, 2024.

As of December 31, 2025, Cactus Inc.

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In connection with the CC Reorganization, Cactus Inc.

and the owners of CC Units entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the “Cactus Companies LLC Agreement”), which contains substantially the same terms and conditions as the Second Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), which was the limited liability company operating agreement of Cactus LLC prior to the CC Reorganization.

and the owners of CC Units entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the “Cactus Companies LLC Agreement”),

which contains substantially the same terms and conditions as the Second Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), which was the limited liability company operating agreement of Cactus LLC prior to the CC Reorganization.

was responsible for all operational, management and administrative decisions relating to Cactus LLC’s business for the period from completion of our IPO until the CC Reorganization and relating to Cactus Companies’ business for periods after the CC Reorganization.

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CW Units outstanding as of December 31, 2022 14,978

CW Unit redemptions ( 1,696 )

CW Units outstanding as of December 31, 2022 14,978

CC Unit redemptions ( 944 )

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CC Units outstanding as of December 31, 2024

CC Unit redemptions ( 476 )

CC Units outstanding as of December 31, 2025

Certain CC Unit Holders (CW Unit Holders prior to the CC Reorganization) redeemed 0.5 million, 2.6 million and 0.9 million CC Units (CW Units prior to the CC Reorganization), together with a corresponding number of shares of Class B common stock, pursuant to the Redemption Right for the years ended December 31, 2025, 2024 and 2023, respectively.

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Aggregate cash dividends of $ 0.54 , $ 0.50 and $ 0.46 per share of Class A common stock declared during the years ended December 31, 2025, 2024 and 2023 totaled $ 37.8 million, $ 34.0 million and $ 30.3 million, respectively.

Cash dividends paid during the years ended December 31, 2024, 2023 and 2022 totaled $ 33.7 million, $ 30.1 million and $ 26.7 million,

respectively.

Cash dividends paid during the years ended December 31, 2025, 2024 and 2023 totaled $ 37.4 million, $ 33.7 million and $ 30.1 million, respectively.

Dividends accrue on unvested stock-based awards on the date of record and are paid upon vesting.

Dividends are not paid to our Class B common stockholders;

however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to our CC Unit Holders (CW Unit Holders prior to the CC Reorganization) for any dividends declared on our Class A common stock.

however, a corresponding distribution up to the same amount per share as our

Class A common stockholders is paid to our CC Unit Holders (CW Unit Holders prior to the CC Reorganization) for any dividends declared on our Class A common stock.

See Note 16 for further discussion of distributions made by Cactus Companies.

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The repurchase program does not obligate the Company to purchase any particular amount of shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

During the twelve months ended December 31, 2024, the Company purchased and retired 86,599 shares of Class A common stock for $ 3.4 million or $ 38.92 average price per share excluding commissions, under the share repurchase program.

During the twelve months ended December 31, 2025, the Company did not purchase any shares under the share repurchase program.

As of December 31, 2025, $ 146.3 million remained authorized for future repurchases of Class A common stock under the program.

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Commitments and Contingencies

We are involved in various disputes arising in the ordinary course of business.

Management does not believe the outcome of these disputes will have a material adverse effect on our consolidated financial position or consolidated results of operations.

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes.

A range of total possible losses for all litigation matters cannot be reasonably estimated.

Based on our consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than as discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters.

With respect to the litigation described below, if there was an adverse outcome there could be a material impact on our business, financial condition and results of operations expected for the year.

Litigation is subject to inherent uncertainties and management's view may change in the future.

Therefore, there can be no assurance as to the ultimate outcome of any dispute or claim.

On August 20, 2021, Cactus filed a complaint against Cameron International Corporation (“Cameron”) in the U.S.

District Court for the Southern District of Texas, Civil Action No.:

4:21-cv-02720-ASH, seeking a declaratory judgment that Cactus frac operations do not infringe certain Cameron patents and that such patents are invalid.

In response to that action, Cameron has asserted infringement of certain of those patents by Cactus’ SafeLink® frac flow system and is seeking past royalties and other damages related to the alleged infringement.

The parties have been unable to reach an amicable settlement.

The jury trial, originally scheduled on June 9, 2025, was delayed and no new trial date has been set.

At this time, we are not able to predict the outcome of these claims.

Fair Value Measurements

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The fair value at December 31, 2023 was determined based on the evaluation of the probability and amount of earn-out that may be achieved based on expected future performance of FlexSteel using a Monte Carlo simulation model.

The Monte Carlo simulation model used assumptions including revenue volatilities, risk free rates, credit discount rates and revenue discount rates.

Carlo simulation model used assumptions including revenue volatilities, risk free rates, credit discount rates and revenue discount rates.

The following table sets forth the range of inputs for the significant assumptions utilized to determine the fair value as of December 31, 2023:

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Year Ended December 31,

Pressure Control

Spoolable Technologies

Pressure Control Spoolable Technologies Total

Revenues from external customers

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Interest income, net

Other income, net

Other expense, net

Income before income taxes $ 260,669

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salaries and wages, stock based compensation amortization expense, depreciation expense, professional fees, rent expense, and other miscellaneous items.

Spoolable technologies also includes the change in fair value of the earn-out liability.

(3) Comprised primarily of expenses not allocated to our operating segments.

Year Ended December 31,

Pressure Control

Spoolable Technologies

Pressure Control Spoolable Technologies Total

Revenues from external customers

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Intersegment revenue

1,262 — 1,262

Total revenues 724,038 407,038 1,131,076

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Intersegment cost of revenue

1,127 — 1,127

Total cost of revenues 456,980 237,568 694,548

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Total operating income

Interest expense, net

Interest income, net

Other income, net

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Year Ended December 31,

Pressure Control

Spoolable Technologies

Pressure Control Spoolable Technologies Total

Revenues from external customers

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Selling, general, administrative expenses and other (2)

43,975 63,211

Segment profit

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Total operating income

Interest income, net

Other expense, net

Interest expense, net

Other income, net

Income before income taxes $ 262,376

2 unchanged sentences

salaries and wages, stock based compensation amortization expense, depreciation expense, professional fees, rent expense, and other miscellaneous items.

Spoolable technologies also includes the change in fair value of the earn-out liability.

(3) Comprised primarily of expenses not allocated to our operating segments.

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During the year ended December 31, 2025, expense recognized in connection with these rentals totaled $ 0.2 million as compared to $ 0.1 million and $ 0.3 million during each of the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 we had no liability outstanding to the related party compared to less than $ 0.1 million as of December 31, 2023 which was included in accounts payable in the consolidated balance sheet.

As of December 31, 2025 and 2024, we had no liability outstanding to the related party.

We are also responsible for employing pilots and fuel expenses.

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during that period by the weighted average number of common shares outstanding assuming all potentially dilutive shares were issued.

We use the if-converted method to determine the potential dilutive effect of outstanding CC Units (CW Units prior to the CC Reorganization) and corresponding shares of outstanding Class B common stock.

We use the if-converted method to determine the potential dilutive effect of outstanding CC Units and corresponding shares of outstanding Class B common stock.

We use the treasury stock method to determine the potential dilutive effect of our unvested stock-based compensation awards assuming that the proceeds will be used to purchase shares of Class A common stock.

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Effect of dilutive shares (2)

450 13,522 14,819

Weighted average Class A shares outstanding—diluted 69,015 79,915 79,460

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$ 2.41 $ 2.77 $ 2.57

(1) The numerator is adjusted in the calculation of diluted earnings per share under the if-converted method to include net income attributable to the non-controlling interest calculated as its pre-tax income adjusted for a corporate effective tax rate of 26 % for the years ended December 31, 2024, 2023, respectively, and 25 % for the year ended December 31, 2022.

(2) Diluted earnings per share for the year ended December 31, 2025 excludes 11.2 million weighted average shares of Class B common stock as the effect would be anti-dilutive.

Supplemental Cash Flow Information

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Cash paid for interest $ 3,261 $ 2,704 $ 5,629

Cash paid for income taxes, net 24,800 25,998 5,502

Cash paid for income taxes, net of refunds

48,126 24,800 25,998

During the years ended December 31, 2025, 2024 and 2023, we issued 0.5 million, 2.6 million and 0.9 million shares of Class A common stock, respectively, pursuant to redemptions of CC Units (CW Units prior to the CC Reorganization) by holders thereof.

Subsequent Events

On June 2, 2025, Cactus Companies entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings LLC (“Baker Hughes Holdings”) and Baker Hughes Pressure Control LLC, formerly known as Baker Hughes Pressure Control LP (the “Joint Venture”), each of which is an indirect subsidiary of Baker Hughes Company (“Baker Hughes Company”), pursuant to which the Company agreed to acquire 65 % of the Joint Venture, which holds Baker Hughes Company’s former surface pressure control business (the “Acquired Business”).

On January 1, 2026 (the “Closing Date”), Baker Hughes Holdings and certain of its affiliates sold 65 % of the limited liability company membership interests in the Joint Venture (“Membership Interests”) to Cactus UK Holding Limited (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 retained minimum cash of approximately $ 70.0 million (the “Minimum Cash Amount”).

From and after the second anniversary of the Closing Date, (a) Baker Hughes Pressure Control Holdings LLC (the "Baker Member") has the right to sell to either the Joint Venture or the Cactus Member, and the Joint Venture or the Cactus Member, as applicable, shall be obligated to purchase from the Baker Member, and (b) the Cactus Member has the right to purchase or cause the Joint Venture to purchase from the Baker Member, and the Baker Member shall be obligated to sell to the Joint Venture or the Cactus Member, as applicable, all of the Membership Interests held directly or indirectly by Baker Hughes Company (such options described in (a) and (b), the "Exit Option").

The purchase price (the “Exit Price”) will be based on an enterprise value of the Joint Venture using a multiple of six times its 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.

For so long as the Baker Member continues to hold Membership Interests, the Cactus Member shall, subject to certain exceptions, cause the Joint Venture to operate its business in the ordinary course consistent with past practice and not take any actions, the primary intent of which could reasonably be expected to reduce the Exit Price.

Certain actions of the Board of Directors of the Joint Venture, including, among other things, matters relating to capital structure, incurrence of indebtedness above a certain threshold, increasing the size of the Board of Directors and the entry by the Joint Venture into a new line of business, require the affirmative vote of more than 75 % of the total voting power of the Board of Directors, including, except to the extent the Baker Member is in default, at least one director appointed by the Baker Member.

No member of the Joint Venture may transfer any Membership Interest other than certain permitted transfers, including but not limited to (a) certain permitted transfers to such member’s wholly owned and controlled affiliates and (b) certain transfers made in connection with the exercise of the Exit Option.

The Joint Venture LLC Agreement includes non-compete restrictions on Baker Hughes Company and the Company with respect to (a) developing, manufacturing, distributing, marketing, renting and selling certain products and (b) providing services, including installation, maintenance, rentals, repairs and aftermarket spares related thereto, in the case of both (a) and (b) for surface pressure control applications in certain countries provided in the Joint Venture LLC Agreement, subject to certain exceptions.

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 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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data