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Item 1. Financial Statements

2026-07-31 compared with 2026-05-08 · 206 added, 78 removed, 617 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data) March 31,

(in thousands, except per share data) June 30,

2026 December 31,

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Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2026 2025 2026 2025

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Interest income, net

949 2,518 1,169 4,843

Income before income taxes

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net income attributable to non-controlling interest

12,384 8,718 19,699 18,600

Net income attributable to Cactus Inc.

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Accretion of redeemable non-controlling interest to redemption value

Net (loss) income attributable to Cactus Inc.

Net income attributable to Cactus Inc.

including accretion of redeemable non-controlling interest to redemption value $ 48,996 $ 40,329 $ 395 $ 84,552

$ ( 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

Earnings per Class A share—basic $ 0.70 $ 0.59 $ 0.01 $ 1.24

Earnings per Class A share—diluted $ 0.70 $ 0.59 $ 0.01 $ 1.23

Weighted average Class A shares outstanding - basic

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Foreign currency translation adjustments

174 497 321 662

Comprehensive income

1 unchanged sentence

comprehensive income attributable to non-controlling interest

12,540 8,842 19,878 18,754

Comprehensive income attributable to Cactus Inc.

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(in thousands) Shares Amount Shares Amount

Balance at March 31, 2026 69,416 $ 693 10,758 $ — $ 569,607 $ 621,917 $ ( 1,829 ) $ 215,265 $ 1,405,653 $ 240,608

Member distributions — — — — — — — ( 2,748 ) ( 2,748 ) —

Effect of CC Unit redemptions 212 — ( 212 ) — 3,918 — — ( 3,918 ) — —

Tax impact of equity transactions — — — — 769 — — — 769 —

Equity award vestings 5 — — — ( 85 ) — — ( 42 ) ( 127 ) —

Other comprehensive income — — — — — — 394 ( 220 ) 174 —

Share repurchases — — — — — — — — — —

Stock-based compensation — — — — 6,414 — — 990 7,404 —

Cash dividends declared ($ 0.14 per share)

— — — — — ( 9,978 ) — — ( 9,978 ) —

Acquisition of non-controlling interest

— — — — — — — ( 515 ) ( 515 ) —

Net income — — — — — 48,996 — 12,384 61,380 513

Balance at June 30, 2026 69,633 $ 693 10,546 $ — $ 580,623 $ 660,935 $ ( 1,435 ) $ 221,196 $ 1,462,012 $ 241,121

Balance at March 31, 2025 68,390 $ 683 11,433 $ — $ 522,386 $ 587,321 $ ( 2,355 ) $ 197,335 $ 1,305,370 $ —

Member distributions — — — — — — — ( 3,654 ) ( 3,654 ) —

Effect of CC Unit redemptions 173 — ( 173 ) — 3,031 — — ( 3,031 ) — —

Tax impact of equity transactions — — — — 185 — — — 185 —

Equity award vestings 11 2 — — ( 153 ) — — ( 61 ) ( 212 ) —

Other comprehensive income

— — — — — — 372 125 497 —

Share repurchases — — — — — — — — — —

Stock-based compensation — — — — 5,496 — — 904 6,400 —

Cash dividends declared ($ 0.13 per share)

— — — — — ( 9,096 ) — — ( 9,096 ) —

Net income — — — — — 40,329 — 8,718 49,047 —

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

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

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY

Stockholders' Equity

Mezzanine Equity

Class A Class B Additional

Capital Retained

Earnings Accumulated

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 $ —

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Net income — — — — — 81,902 — 19,699 101,601 243

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 June 30, 2026 69,633 $ 693 10,546 $ — $ 580,623 $ 660,935 $ ( 1,435 ) $ 221,196 $ 1,462,012 $ 241,121

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

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Net income — — — — — 84,552 — 18,600 103,152 —

Balance at March 31, 2025 68,390 $ 683 11,433 $ — $ 522,386 $ 587,321 $ ( 2,355 ) $ 197,335 $ 1,305,370 $ —

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

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

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Stock-based compensation

14,434 12,371

Provision for expected credit losses

Inventory obsolescence

2,397 ( 296 )

Gain on disposal of assets ( 240 ) ( 389 )

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Cash flows from financing activities

Payments of deferred financing costs ( 100 ) —

Payments on finance leases

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Effect of exchange rate changes on cash and cash equivalents

Net increase in cash and cash equivalents

( 202,973 ) 4,818

Net (decrease) increase in cash and cash equivalents ( 128,761 ) 62,334

Cash, cash equivalents, and restricted cash

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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

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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.

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.

Following the transactions described above, 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, which includes the FlexSteel business.

The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

Investments in Unconsolidated Affiliates

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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.

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).

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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.

In connection with the acquisition, we incurred approximately $ 6.1 million of transaction costs for the six months ended June 30, 2026 required to effect the transaction and incurred an additional $ 1.0 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.

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Preliminary Purchase Price Allocation

The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as the acquisition date:

Cash and cash equivalents $ 70,000

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The fair value of the remaining noncontrolling interest of 35 % after the acquisition was determined using the implied enterprise value based on the purchase price.

Due to the redeemable nature of the arrangement, both the fair value of the option and the redeemable NCI are classified within Mezzanine Equity.

Due to the redeemable nature of the arrangement, both the fair value of the option and the redeemable noncontrolling interest are classified within Mezzanine Equity.

Other noncontrolling interests acquired were valued at $ 19.6 million using the noncontrolling interest of the acquired subsidiary’s fair value measured using discounted cash flows under the income approach.

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The purchase price allocation will be finalized within the measurement period of up to one year from the acquisition date.

From the Closing Date through March 31, 2026, Cactus International contributed revenue of $ 126.9 million and a net loss of $ 0.5 million to the Company's unaudited condensed consolidated results of operations.

From the Closing Date through June 30, 2026, Cactus International contributed revenue of $ 291.5 million and a net income of $ 0.5 million to the Company's unaudited condensed consolidated results of operations.

Intangible assets acquired consist of customer relationships, developed technologies and backlog.

4 unchanged sentences

Customer relationships

11.0 years $ 169,670

Developed technology

1 unchanged sentence

Pro forma financial information

The pro forma financial information below represents the combined results of operations for the three months ended March 31, 2025, as if the acquisition had occurred as of January 1, 2025.

There is no pro forma information included for the three months ended March 31, 2026, because the Company’s actual financial results for such period fully reflect the acquisition.

The pro forma financial information below represents the combined results of operations for the three and six months ended June 30, 2025, as if the acquisition had occurred as of January 1, 2025.

There is no pro forma information included for the three and six months ended June 30, 2026, because the Company’s actual financial results for such period fully reflect the acquisition.

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, changes to align accounting policies and associated tax-related impacts of adjustments.

1 unchanged sentence

The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

Revenues $ 441,782 $ 864,354

Net Income attributable to Cactus, Inc.

42,324 83,897

Subsequent measurement of Mezzanine Equity

Although the Mezzanine Equity is not currently redeemable, redemption is considered probable;

Although the noncontrolling interest in the Joint Venture classified as Mezzanine Equity is not currently redeemable, redemption is considered probable;

therefore, the Company elected Method 2 under ASC 480 and remeasures the Mezzanine Equity to its estimated redemption value each reporting period, with subsequent changes reflected directly in retained earnings.

1 unchanged sentence

For additional information, see “Note 14 – Earnings per Share”.

Measurement Period Adjustments

During the second quarter of 2026, management recorded certain measurement period adjustments to the preliminary purchase price allocation, which were the result of additional analysis performed, and information identified based on facts and circumstances that existed as of the acquisition date.

The most significant of these adjustments are described below.

The Company has recorded a measurement period adjustment to increase the warranty liability previously recorded by $ 44.4 million as an increase to accrued liabilities.

The warranty liability adjustment is based on management's conclusion that a liability for warranty-related costs should have been recognized prior to the acquisition date in accordance with ASC 450, Contingencies.

In addition, the Company recorded income tax-related adjustments of $ 18.9 million related to a decrease in the deferred tax liability and an increase to tax indemnity receivable of $ 11.4 million in the opening balance sheet as of the acquisition date, with a corresponding net increase to goodwill.

The deferred tax liability and tax indemnification receivable adjustments are based on further information becoming available during the measurement period and the impacts of pretax accounting changes.

Both adjustments result from facts and circumstances that existed at the acquisition date and were subsequently identified by management within the measurement period.

The Company also recorded adjustments to the fair values of property, plant, and equipment and inventories assumed, based on additional analysis performed in the measurement period.

These adjustments represent a revision of the preliminary purchase price allocation and were recorded as if the accounting had been completed at the acquisition date.

As such, the adjustments did not result in a material impact to the Company’s previously reported results of operations.

As noted above, the cash purchase price of the Baker Hughes Transaction is subject to certain working capital, cash, debt, capital expenditure and other customary adjustments, which could mitigate potential future impacts on the Company’s cash flow associated with these measurement period adjustments.

Management will continue to evaluate warranty and tax-related information obtained subsequent to the acquisition;

however, any changes in estimates related to post-acquisition events or circumstances will be recognized in the period incurred in accordance with the Company’s accounting policies for warranty obligations and deferred taxes.

No amortizable tax goodwill was created in the acquisition.

Accounts Receivable and Allowance for Credit Losses

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Accounts receivable includes both amounts billed and currently due from customers, as well as unbilled amounts resulting from accrued revenue associated with products delivered and services performed for which billings have not yet been submitted to the customers.

Total unbilled revenue included in accounts receivable as of March 31, 2026 and December 31, 2025 was $ 170.8 million and $ 39.4 million, respectively.

Total unbilled revenue included in accounts receivable as of June 30, 2026 and December 31, 2025 was $ 156.5 million and $ 39.4 million, respectively.

We maintain an allowance for credit losses to provide for the amount of billed receivables we believe to be at risk of loss.

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Period Expense Write off Other Balance at

Three Months Ended March 31, 2026 $ 4,494 $ 1,060 $ ( 11 ) $ ( 4 ) $ 5,539

Three Months Ended March 31, 2025 3,779 133 ( 114 ) ( 11 ) 3,787

Six Months Ended June 30, 2026 $ 4,494 $ 389 $ ( 38 ) $ ( 5 ) $ 4,840

Six Months Ended June 30, 2025 3,779 300 ( 44 ) 6 4,041

Inventories are stated at the lower of cost or net realizable value.

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Goodwill is not amortized, but we perform an annual goodwill impairment test on December 31, and more frequently if events and circumstances indicate that the asset might be impaired.

The change in carrying value of goodwill allocated to our reportable segments during the three months ended March 31, 2026 was as follows:

The change in carrying value of goodwill allocated to our reportable segments during the three months ended June 30, 2026 was as follows:

Pressure Control

3 unchanged sentences

84,222 — 84,222

Balance at March 31, 2026 $ 53,130 $ 195,204 $ 248,334

Balance at June 30, 2026 $ 92,046 $ 195,204 $ 287,250

The following table presents the detail of acquired intangible assets:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Gross Cost Accumulated Amortization Net Cost Gross Cost Accumulated Amortization Net Cost

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All intangible assets are amortized over their estimated useful lives.

The weighted average amortization period for identifiable intangible assets acquired as of March 31, 2026 is 11.3 years.

Amortization expense recognized during three months ended March 31, 2026 was $ 12.5 million, and was recorded in selling, general and administrative expenses in the consolidated statements of income.

The weighted average amortization period for identifiable intangible assets acquired as of June 30, 2026 is 9.4 years.

Amortization expense recognized during three and six months ended June 30, 2026 was $ 14.6 million and $ 27.1 million, respectively, and was recorded in selling, general and administrative expenses in the consolidated statements of income.

Estimated future amortization expense is as follows:

2 unchanged sentences

Total $ 349,712

We had no bank debt outstanding as of March 31, 2026 and December 31, 2025.

We had $ 1.3 million in letters of credit outstanding which reduced the borrowing capacity under our Amended ABL Credit Facility (as defined below).

We were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of March 31, 2026.

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

We had no bank debt outstanding as of June 30, 2026 and December 31, 2025.

As of June 30, 2026, we had $ 14.4 million in letters of credit outstanding, $ 1.3 million of which reduced the borrowing capacity under our Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement was originally entered into on February 28, 2023, by and among Cactus Companies, as borrower, certain subsidiaries of Cactus Companies from time to time party thereto, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as lender, administrative agent, issuing bank and swingline lender (as amended from time to time, the “Amended ABL Credit Facility”.

We were in compliance with all covenants under the Amended ABL Credit Facility as of June 30, 2026.

The Amended ABL Credit Facility was amended in December 2025.

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 March 31, 2026 and December 31, 2025 .

The amendment provided 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 could be drawn in up to two advances during the six months following December 1, 2025.

In June 2026, the Company further amended the Amended ABL Credit facility to extend the maturity of the Term Loan Facility, with limitations on the scope of use of funds, to December 31, 2026.

The Term Loan Facility was undrawn as of June 30, 2026 and 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.

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

At March 31, 2026 and December 31, 2025, although there were no borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.00 %, plus the base rate of one, three or six month SOFR plus 0.10 %, subject to a floor rate.

As a result of the Cactus International acquisition, we have indemnified Baker Hughes for $ 27.4 million of contingent liabilities associated with letters of credit in support of Cactus International operations, which do not reduce the borrowing capacity under our Amended ABL Credit Facility.

The majority of our revenues are derived from contracts for fixed consideration, or in the case of rentals, for a fixed charge per day while the equipment is in use by the customer, plus repair costs.

At June 30, 2026 and December 31, 2025, although there were no borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.00 %, plus the base rate of one, three or six month SOFR plus 0.10 %, subject to a floor rate.

As a result of the Cactus International acquisition, as of June 30, 2026 we have indemnified Baker Hughes for $ 14.1 million of contingent liabilities associated with letters of credit in support of Cactus International operations, which do not reduce the borrowing capacity under our Amended ABL Credit Facility.

The majority of our revenues are derived from contracts for fixed consideration, or in the case of rentals, generally for a fixed charge per day while the equipment is in use by the customer, plus repair costs.

Product sales generally do not include right of return or other significant post-delivery obligations.

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For contracts with multiple performance obligations, we allocate revenue to each performance obligation based on its relative standalone selling price.

We do not assess whether promised goods or services are

performance obligations if they are immaterial in the context of the contract with the customer.

We do not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.

We typically do not incur any material costs of obtaining contracts.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Product revenue

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Remaining Performance Obligations

As of March 31, 2026, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $ 537.5 million.

As of March 31, 2026, the Company expects to recognize revenue of approximately 72 %, 82 % and 89 % of the total remaining performance obligations within 1 , 2 , and 3 years, respectively, and the remaining thereafter.

As of June 30, 2026, the aggregate amount of the transaction price allocated to the unsatisfied (or partially unsatisfied) performance obligations was $ 455.8 million.

As of June 30, 2026, the Company expects to recognize revenue of approximately 73 %, 81 % and 90 % of the total remaining performance obligations within 1 , 2 , and 3 years, respectively, and the remaining thereafter.

Contract modifications could affect both the timing to complete, as well as the amount to be received as the Company fulfills the related remaining performance obligations.

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Subsequent changes to the measurement of the TRA liability are recognized in the statements of income as a component of other expense, net.

As of March 31, 2026, the total liability from the TRA was $ 264.8 million with $ 21.3 million reflected in current liabilities based on the expected timing of our next payments.

As of June 30, 2026, the total liability from the TRA was $ 267.0 million with $ 21.3 million reflected in current liabilities based on the expected timing of our next payments.

The payments under the TRA will not be conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus Companies or Cactus Inc.

1 unchanged sentence

If we elect to terminate the TRA early (or it is terminated early due to certain mergers, asset sales, other forms of business combinations or other changes of control), our obligations under the TRA would accelerate and we would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by us under the TRA, and such payment is expected to be substantial.

The calculation of anticipated future payments is based upon certain assumptions and deemed events set forth in the TRA, including the assumptions that (i) we have sufficient taxable income to fully utilize the tax benefits covered by the TRA and (ii) any CC Units (other than those held by Cactus Inc.) outstanding on the termination date are deemed to be redeemed on the termination

Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates.

1 unchanged sentence

Any such deferred payments under the TRA generally will accrue interest from the due date for such payment until the payment date.

As of March 31, 2026, Cactus Inc.

As of June 30, 2026, Cactus Inc.

owned 86.8 % of Cactus Companies as compared to 86.3 % of Cactus Companies as of December 31, 2025.

As of March 31, 2026, Cactus Inc.

As of June 30, 2026, Cactus Inc.

had outstanding 69.6 million shares of Class A common stock (representing 86.8 % of the total voting power) and 10.5 million shares of Class B common stock (representing 13.2 % of the total voting power).

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Since our IPO in February 2018, an aggregate of 50.0 million CC Units (including CW Units prior to the CC Reorganization) and a corresponding number of shares of Class B common stock have been redeemed in exchange for shares of Class A common stock.

During the three months ended March 31, 2026, 0.2 million CC Units together with a corresponding number of shares of Class B common stock, were redeemed in exchange for Class A common stock in accordance with the Cactus Companies LLC Agreement.

There were no redemptions of CC units during the three months ended March 31, 2025.

Aggregate cash dividends of $ 0.14 and $ 0.13 per share of Class A common stock were declared during the three months ended March 31, 2026 and 2025, totaling $ 9.8 million and $ 9.0 million, respectively.

Cash dividends paid during the three months ended March 31, 2026 and 2025 totaled $ 10.2 million and $ 9.2 million, respectively.

During the six months ended June 30, 2026 and 2025, 0.4 million and 0.2 million CC Units, respectively together with a corresponding number of shares of Class B common stock, were redeemed in exchange for Class A common stock in accordance with the Cactus Companies LLC Agreement.

Aggregate cash dividends of $ 0.28 and $ 0.26 per share of Class A common stock were declared during the six months ended June 30, 2026 and 2025, totaling $ 19.8 million and $ 18.1 million, respectively.

Cash dividends paid during the six months ended June 30, 2026 and 2025 totaled $ 20.0 million and $ 18.2 million, respectively.

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

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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 three months ended March 31, 2026, the Company did not repurchase shares of Class A common stock under the share repurchase program.

As of March 31, 2026, $ 146.3 million remained authorized for future repurchases of Class A common stock under the program.

During the six months ended June 30, 2026, the Company did not repurchase shares of Class A common stock under the share repurchase program.

As of June 30, 2026, $ 146.3 million remained authorized for future repurchases of Class A common stock under the program.

Member Distributions

Distributions made by Cactus Companies are generally required to be made pro rata among all its members.

For the three months ended March 31, 2026, Cactus Companies distributed $ 9.6 million to Cactus Inc.

For the six months ended June 30, 2026, Cactus Companies distributed $ 27.7 million to Cactus Inc.

to fund its dividend payment and made pro rata distributions to the other members totaling $ 4.2 million over the same period.

During the three months ended March 31, 2025, Cactus Companies distributed $ 30.4 million to Cactus Inc.

During the six months ended June 30, 2025, Cactus Companies distributed $ 52.5 million to Cactus Inc.

to fund its dividend and estimated tax payments and made pro rata distributions to the other members totaling $ 8.7 million.

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• Spoolable Technologies – engaged in the design, manufacture, sale, installation, service and associated rental of onshore spoolable pipe technologies utilized for production, gathering and takeaway transportation of oil, gas or other liquids.

Financial information by business segment for the three months ended March 31, 2026 and 2025 is summarized below.

Three Months Ended

Financial information by business segment for the three and six months ended June 30, 2026 and 2025 is summarized below.

Three Months Ended June 30,

Pressure Control

21 unchanged sentences

Interest income, net 949

Other income, net —

Income before income taxes $ 84,531

3 unchanged sentences

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

Three Months Ended

Three Months Ended June 30,

Pressure Control

21 unchanged sentences

Interest income, net 2,518

Other income, net —

Income before income taxes $ 63,323

3 unchanged sentences

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

Six Months Ended June 30,

Pressure Control

Spoolable Technologies

Revenues from external customers $ 642,444 $ 195,433 $ 837,877

Intersegment revenue 1,723 — 1,723

Total revenues 644,167 195,433 839,600

Reconciliation of revenue

Elimination of intersegment revenue ( 1,723 )

Total consolidated revenues 837,877

Cost of revenue from external customers $ 460,489 $ 116,093 $ 576,582

Intersegment cost of revenue 1,822 — 1,822

Total cost of revenues 462,311 116,093 578,404

Reconciliation of cost of revenue

Elimination of intersegment cost of revenue ( 1,822 )

Total consolidated cost of revenue 576,582

Selling, general, administrative expenses and other (2)

84,097 23,605

Segment profit $ 97,759 $ 55,735 $ 153,494

Reconciliation of segment profit

Elimination of intersegment profit 99

Total consolidated segment profit $ 153,593

Corporate expenses (3)

Total operating income $ 133,086

Interest income, net 1,169

Income before income taxes $ 134,255

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) For each reportable segment, the 'Selling, general, administrative expenses and other' line items category includes:

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

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

Six Months Ended June 30,

Pressure Control

Spoolable Technologies

Revenues from external customers $ 365,091 $ 188,803 $ 553,894

Intersegment revenue 4,958 — 4,958

Total revenues 370,049 188,803 558,852

Reconciliation of revenue

Elimination of intersegment revenue ( 4,958 )

Total consolidated revenues 553,894

Cost of revenue from external customers $ 233,989 $ 112,172 $ 346,161

Intersegment cost of revenue 4,297 — 4,297

Total cost of revenues 238,286 112,172 350,458

Reconciliation of cost of revenue

Elimination of intersegment cost of revenue ( 4,297 )

Total consolidated cost of revenue 346,161

Selling, general, administrative expenses and other (2)

35,097 24,702

Segment profit $ 96,666 $ 51,929 $ 148,595

Reconciliation of segment profit

Elimination of intersegment profit ( 661 )

Total consolidated segment profit $ 147,934

Corporate expenses (3)

Total operating income $ 129,417

Interest income, net 4,843

Income before income taxes $ 134,260

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) For each reportable segment, the 'Selling, general, administrative expenses and other' line items category includes:

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

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

Assets are not reported to the CODM on a segment basis as it is not a meaningful measure used to run the business.

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income attributable to Cactus Inc.

1 unchanged sentence

Accretion of redeemable non-controlling interest to redemption value

Net (loss) income attributable to Cactus Inc.

Net income attributable to Cactus Inc.

including accretion of redeemable non-controlling interest to redemption value —basic (1)

$ 48,996 $ 40,329 $ 395 $ 84,552

Net (loss) income attributable to Cactus Inc.—diluted (1)

$ ( 48,601 ) $ 44,223

Weighted average Class A shares outstanding—basic

1 unchanged sentence

Effect of dilutive shares (2)

Weighted average Class A shares outstanding—diluted (2)

698 375 558 405

(Loss) earnings per Class A share—basic

Weighted average Class A shares outstanding—diluted (2)

70,224 68,889 69,835 68,760

(Loss) earnings per Class A share—diluted (1)(2)

Earnings per Class A share—basic $ 0.70 $ 0.59 $ 0.01 $ 1.24

Earnings per Class A share—diluted (1)(2)

$ 0.70 $ 0.59 $ 0.01 $ 1.23

2 unchanged sentences

Accordingly, the impact of redeemable equity on earnings per share is limited to this income allocation adjustment, with no effect on the weighted-average shares outstanding.

(2) For the three months ended March 31, 2026, the Company reported a net loss primarily due to the accretion of redeemable non-controlling interest to its redemption value as of the reporting date.

Accordingly, all potentially dilutive securities were excluded from the computation of diluted EPS, as their inclusion would have been anti-dilutive.

These exclusions consisted of 10.9 million weighted average shares of Class B common stock and 0.7 million shares of class A common stock underlying restricted stock units and performance stock units.

Diluted earnings per share for the three months ended March 31, 2025 excludes 11.4 million weighted average shares of Class B common stock, as the effect would be anti-dilutive.

(2) For the six months ended June 30, 2026, the Company's net income reflects the accretion of redeemable non-controlling interest to its redemption value as of the reporting date.

Diluted earnings per share for the three and six months ended June 30, 2026 excludes 10.7 million and 10.8 million weighted average shares of Class B common stock.

as the effect would be anti-dilutive.

Diluted earnings per share for the three and six months ended June 30, 2025 excludes 11.3 million and 11.4 million weighted average shares of Class B common stock, as the effect would be anti-dilutive.

Contract Liabilities

7 unchanged sentences

$ 51,849 $ 7,707

Revenue recognized during the three months ended March 31, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $ 7.0 million and $ 4.1 million, respectively.

Revenue recognized during the three months ended June 30, 2026 and 2025 that was included in the contract liabilities at the beginning of the period was $ 19.2 million and $ 4.9 million, respectively and $ 25.3 million and $ 9.0 million of revenue recognized during the six months ended June 30, 2026 and 2025, respectively, was included in the contract liabilities at the beginning of the period.

Subsequent Events

On July 24, 2026, Cactus Companies, and Baker Hughes Oilfield Equipment Manufacturing – Sole Proprietorship L.L.C., a 65 % owned indirect subsidiary of Cactus Companies that is organized in the UAE (“Cactus UAE”), entered into a Facilities Agreement (the “Facilities Agreement”) with Commercial Bank of Dubai PSC, as lender (“CBD”), Cactus UAE as borrower, and Cactus Companies as guarantor.

The Facilities Agreement provides Cactus UAE with a $ 75.0 million secured credit facility, with sublimits of (x) $ 40.0 million for revolving credit borrowings, (y) $ 35.0 million for bank guarantees, bid bonds, performance bonds and similar obligations, and (z) $ 10.0 million for letters of credit (with a $ 35.0 million aggregate limit on the amount of bank guarantees, bid bonds, performance bonds, similar obligations and letters of credit).

The credit facility established by the Facilities Agreement is scheduled to terminate on February 28, 2027, but CBD may elect to extend the facility for successive 12-month periods in its sole discretion.

The obligations of Cactus UAE under the Facilities Agreement are guaranteed by Cactus Companies and secured by a lien on the accounts receivable and certain other personal property assets of Cactus UAE.

The Facility Agreement will be used for working capital and general corporate purposes of Cactus International LLC and its subsidiaries (including Cactus UAE), a group of 65 % owned subsidiaries of the Company that hold Baker Hughes Company’s former surface pressure control business.

Revolving credit borrowings under the Facility Agreement will accrue interest at the applicable reference rate set forth in the Facilities Agreement plus 1.85 % per annum.

Cactus UAE will pay fees to CBD in the amount of (x) 0.75 % per annum for letters of credit issued under the Facility Agreement, (y) 0.75 % per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located in the UAE, and (z) 1.00 % per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located outside the UAE.

The Facilities Agreement contains customary events of default and various covenants and restrictive provisions that limit the ability of Cactus UAE and, in certain provisions, Cactus Companies, to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies if not the surviving entity, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates.

The Facilities Agreement also requires Cactus Companies to (x) maintain a leverage ratio no greater than 2.50 to 1.00 based on a ratio of total indebtedness to EBITDA (as defined in the Cactus Companies credit facility) and (y) during a cash dominion activation period (as defined in the Cactus Companies credit facility), maintain a minimum fixed charge coverage ratio (as defined in the Cactus Companies credit facility) of 1.00 to 1.00.

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-Q

Item 1. Financial Statements