Cactus, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We have evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as amended) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Management’s Report on Internal Control Over Financial Reporting Management’s annual report on internal control over financial reporting is incorporated by reference to page 40 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item (and only such information) is incorporated by reference to our Definitive Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days of December 31, 2025 (“Proxy Statement”). Item 11. Executive Compensation The information required by this item (and only such information) is incorporated by reference to our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item (and only such information) is incorporated by reference to our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item (and only such information) is incorporated by reference to our Proxy Statement. 75 Table of Contents Item 14. Principal Accountant Fees and Services The information required by this item (and only such information) is incorporated by reference to our Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules (1) Financial Statements The consolidated financial statements of Cactus, Inc. and Subsidiaries and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8. of this Annual Report. Reference is made to the accompanying Index to Consolidated Financial Statements. (2) Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable or the required information is presented in the financial statements or the notes thereto. 76 Table of Contents (3) Index to Exhibits The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below. Exhibit No. Description 2.1 Agreement and Plan of Merger among Cactus, Inc., Atlas Merger Sub, LLC, HighRidge Resources, Inc. and FlexSteel LTIP LP, dated as of December 30, 2022 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on January 3, 2023) 2.2 Framework Agreement by and among Cactus Companies, LLC, Baker Hughes Holdings LLC and Baker Hughes Pressure Control LP, dated as of June 2, 2025 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on June 2, 2025) 3.1 Restated Certificate of Incorporation of Cactus, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2024) 3.2 Amended and Restated Bylaws of Cactus, Inc. (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Commission on August 1, 2024) 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant's Form 10-K filed with the Com m ission on February 27 , 2025) 10.1 Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies, LLC, dated February 27, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on March 1, 2023) 10.2† Second Amended and Restated Employment Agreement with Scott Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021) 10.3† Second Amended and Restated Employment Agreement with Joel Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021) 10.4† Amended and Restated Noncompetition Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018) 10.5† Amended and Restated Noncompetition Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018) 10.6† Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 12, 2018) 10.7†* Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10. 6 to this Annual Report pursuant to Instruction 2 to Item 601 of Regulation S-K 10.8 Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018) 10.9 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018) 10.10† Cactus, Inc. Long-Term Incentive Plan (amended and restated effective May 13, 2025) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 1, 2025) 10.11† Form of Restricted Stock Agreement under the Cactus Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S‑1 Registration Statement filed with the Commission on January 12, 2018) 10.12† Form of Restricted Stock Unit Agreement under the Cactus Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Form S‑1 Registration Statement filed with the Commission on January 12, 2018) 10.13† Form of Restricted Stock Unit Agreement under the Cactus Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 1, 2025) 10.14 Amended and Restated Credit Agreement, dated as of February 28, 2023, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on March 1, 2023) 77 Table of Contents Exhibit No. Description 10.15 First Amendment to Amended and Restated Credit Agreement, dated as of February 28, 2023, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed with the Commission on February 29, 2024) 10.16 Second Amendment to Amended and Restated Credit Agreement, dated as of June 2, 2025, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on July 31, 2025) 10.17 Third Amendment to Amended and Restated Credit Agreement, dated December 1, 2025, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on December 2, 2025) 10.18† Form of Restricted Stock Unit Agreement (Directors, one-year vesting) (incorporated by reference to Exhibit 4.7 to the Registrants Form S-8 Registration Statement filed with the Commission on May 29, 2018) 10.19†* Form of Restricted Stock Unit Agreement (two-year vesting) 10.20† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.8 to the Registrants Form S-8 Registration Statement filed with the Commission on May 29, 2018) 10.21† Form of Performance Stock Unit Agreement (three-year vesting) under the Cactus, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on March 17, 2020) 10.22† Form of Performance Stock Unit Agreement (two and three-year vesting) under the Cactus, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on March 17, 2020) 10.23† Form of Performance Stock Unit Agreement under the Cactus, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed with the Commission on February 28, 2022) 10.24† Form of Performance Stock Unit Agreement under the Cactus, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed with the Commission on May 1, 2025) 10.25† Form of Restricted Stock Agreement (four-year cliff vesting) under the Cactus, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 10, 2023) 10.26† Offer Letter to Stephen Tadlock dated May 30, 2017 (incorporated by reference to Item 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 15, 2019) 10.27† Offer Letter to Jay A. Nutt dated May 20, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on August 1, 2024) 10.28 First Amendment to the Tax Receivable Agreement, dated as of February 29, 2024, by and among Cactus, Inc., Cadent Management Services, LLC and the TRA Holders identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 2, 2024) 10.29 Amended and Restated Limited Liability Company Agreement of Baker Hughes Pressure Control LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 2, 2026) 19 Cactus, Inc. Trading Policy ( incorporated by reference to Exh ibit 19 to the Registrant's Current Report 10 -K filed with the Commission on February 27 , 202 5 ) 21.1* List of Subsidiaries of Cactus, Inc. 23.1* Consent of PricewaterhouseCoopers LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Policy for Recovery of Performance-Based Incentive Compensation from Executive Officers (incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K filed with the Commission on February 29, 2024) 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document 78 Table of Contents Exhibit No. Description 101.SCH* XBRL Inline Taxonomy Extension Schema Document 101.CAL* XBRL Inline Taxonomy Calculation Linkbase Document 101.LAB* XBRL Inline Taxonomy Label Linkbase Document 101.PRE* XBRL Inline Taxonomy Presentation Linkbase Document 101.DEF* XBRL Inline Taxonomy Definition Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. Item 16. Form 10‑K Summary None. 79 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cactus, Inc. Date: February 26, 2026 By: /s/ Scott Bender Scott Bender Chief Executive Officer, Chairman of the Board and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott Bender Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) February 26, 2026 Scott Bender /s/ Jay A. Nutt Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 26, 2026 Jay A. Nutt /s/ Joel Bender President and Director February 26, 2026 Joel Bender /s/ Melissa Law Director February 26, 2026 Melissa Law /s/ Michael McGovern Director February 26, 2026 Michael McGovern /s/ John (Andy) O’Donnell Director February 26, 2026 John (Andy) O’Donnell /s/ Gary Rosenthal Director February 26, 2026 Gary Rosenthal /s/ Bruce Rothstein Director February 26, 2026 Bruce Rothstein /s/ Alan Semple Director February 26, 2026 Alan Semple /s/ Tym Tombar Director February 26, 2026 Tym Tombar 80