What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-01 · 160 added, 41 removed, 509 unchanged (28% 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,

2025 December 31,

63 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share data) 2025 2024 2025 2024

21 unchanged sentences

Interest income, net

2,518 1,405 4,843 2,094

Income before income taxes

3 unchanged sentences

net income attributable to non-controlling interest

8,718 13,231 18,600 24,081

Net income attributable to Cactus Inc.

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Foreign currency translation adjustments

497 174 662 ( 629 )

Comprehensive income

1 unchanged sentence

comprehensive income attributable to non-controlling interest

8,842 13,289 18,754 23,966

Comprehensive income attributable to Cactus Inc.

10 unchanged sentences

(in thousands) Shares Amount Shares Amount

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

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

1 unchanged sentence

Other comprehensive income — — — — — — 372 125 497

Share repurchases — — — — — — — — —

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

2 unchanged sentences

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

Balance at March 31, 2024 65,518 $ 655 14,034 $ — — $ 462,464 $ 431,703 $ ( 1,456 ) $ 207,223 $ 1,100,589

Member distributions — — — — — — — ( 6,933 ) ( 6,933 )

Effect of CC Unit redemptions 952 10 ( 952 ) — 14,406 — — ( 14,416 ) —

Tax impact of equity transactions — — — — 299 — — — 299

Equity award vestings 10 — — — ( 178 ) — — ( 43 ) ( 221 )

Other comprehensive income

— — — — — — 116 58 174

Share repurchases — — — — — — — — —

Stock-based compensation — — — — 4,969 — — 1,000 5,969

Cash dividends declared ($ 0.12 per share)

— — — — — ( 8,140 ) — — ( 8,140 )

Net income — — — — — 49,828 — 13,231 63,059

Balance at June 30, 2024 66,480 $ 665 13,082 $ — $ 481,960 $ 473,391 $ ( 1,340 ) $ 200,120 $ 1,154,796

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

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Class A Class B Additional

Capital Retained

Earnings Accumulated

Comprehensive Income (Loss) Non-controlling

Interest Total

Common Stock Common Stock

(in thousands) Shares Amount Shares Amount

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

Member distributions — — — — — — — ( 8,743 ) ( 8,743 )

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

Tax impact of equity transactions — — — — 586 — — — 586

Equity award vestings 250 4 — — ( 4,223 ) — — ( 1,491 ) ( 5,710 )

Other comprehensive income — — — — — — 508 154 662

Stock-based compensation — — — — 10,757 — — 1,785 12,542

Cash dividends declared ($ 0.26 per share)

— — — — — ( 18,131 ) — — ( 18,131 )

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

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

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

Member distributions — — — — — — — ( 8,617 ) ( 8,617 )

Effect of CC Unit redemptions 952 10 ( 952 ) — 14,406 — — ( 14,416 ) —

Tax impact of equity transactions — — — — 533 — — — 533

Equity award vestings 206 2 — — ( 3,644 ) — — ( 1,475 ) ( 5,117 )

Other comprehensive loss — — — — — — ( 514 ) ( 115 ) ( 629 )

4 unchanged sentences

Net income — — — — — 88,793 — 24,081 112,874

Balance at March 31, 2024 65,518 $ 655 14,034 $ — $ 462,464 $ 431,703 $ ( 1,456 ) $ 207,223 $ 1,100,589

Balance at June 30, 2024 66,480 $ 665 13,082 $ — $ 481,960 $ 473,391 $ ( 1,340 ) $ 200,120 $ 1,154,796

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) 2025 2024

6 unchanged sentences

Stock-based compensation

12,371 10,373

Provision for expected credit losses

Inventory obsolescence

( 296 ) 1,062

Gain on disposal of assets ( 389 ) ( 1,674 )

6 unchanged sentences

Prepaid expenses and other assets

( 1,009 ) 429

Accounts payable

2 unchanged sentences

( 11,052 ) 12,442

Payments pursuant to tax receivable agreement — ( 15,277 )

Net cash provided by operating activities

19 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

1,007 ( 258 )

Net increase in cash and cash equivalents

62,334 112,711

Cash and cash equivalents, beginning of period 342,843 133,792

40 unchanged sentences

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.

Baker Hughes Transaction

In June 2025, Cactus Companies entered into an agreement with affiliates of Baker Hughes Company in order to acquire a controlling interest in Baker Hughes Company’s surface pressure control business.

See “ – Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments and Trends – Baker Hughes Transaction.”

Use of Estimates

24 unchanged sentences

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, 2025 and December 31, 2024 was $ 41.0 million and $ 29.8 million, respectively.

Total unbilled revenue included in accounts receivable as of June 30, 2025 and December 31, 2024 was $ 33.5 million and $ 29.8 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.

4 unchanged sentences

Period Expense Write off Other Balance at

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

Three Months Ended March 31, 2024 3,642 162 ( 1 ) — 3,803

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

Six Months Ended June 30, 2024 3,642 589 ( 1 ) 47 4,277

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

37 unchanged sentences

The following table presents the detail of acquired intangible assets:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

5 unchanged sentences

All intangible assets are amortized over their estimated useful lives.

The weighted average amortization period for identifiable intangible assets acquired as of March 31, 2025 is 10.5 years.

Amortization expense recognized during the three months ended March 31, 2025 was $ 4.0 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, 2025 is 10.3 years.

Amortization expense recognized during the three and six months ended June 30, 2025 was $ 4.0 million and $ 8.0 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 $ 155,998

We had no bank debt outstanding as of March 31, 2025 and December 31, 2024.

We had $ 2.4 million in letters of credit outstanding, and we were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of March 31, 2025.

We had no bank debt outstanding as of June 30, 2025 and December 31, 2024.

We had $ 2.4 million in letters of credit outstanding, and we were in compliance with all covenants under the Amended ABL Credit Facility (as defined below) as of June 30, 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”).

1 unchanged sentence

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 provided a term loan of $ 125.0 million and 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.

4 unchanged sentences

The applicable margin is 2.50 % per annum for term loan ABR borrowings and 3.50 % per annum for term loan 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 Amended ABL Credit Facility for the immediately preceding fiscal quarter.

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

4 unchanged sentences

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.

In June 2025, in connection with the Baker Hughes Transaction, the Amended ABL Credit Facility was further amended to not require guarantees or collateral from certain of the Company's subsidiaries.

These amendments 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.

The majority of our revenues are derived from short-term 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.

2 unchanged sentences

Revenues are recognized when we satisfy a performance obligation by transferring control of the promised goods or providing services to our customers at a point in time, in an amount specified in the contract with our customer which reflects the consideration to which we expect to be entitled in exchange for those goods or services.

The majority of our contracts with customers contain a single performance obligation to

provide agreed upon products or services.

The majority of our contracts with customers contain a single performance obligation to provide agreed upon products or services.

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

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Product revenue

5 unchanged sentences

Total revenues $ 273,575 100 % $ 290,389 100 % $ 553,894 100 % $ 564,512 100 %

At March 31, 2025, we had a deferred revenue balance of $ 7.9 million compared to the December 31, 2024 balance of $ 8.1 million.

At June 30, 2025, we had a deferred revenue balance of $ 10.0 million compared to the December 31, 2024 balance of $ 8.1 million.

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

The revenue that has been deferred will be recognized upon product delivery, or as services are performed.

As of March 31, 2025, we did not have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.

As of June 30, 2025, we did not have any contracts with an original length of greater than a year from which revenue is expected to be recognized in the future related to performance obligations that are unsatisfied.

Tax Receivable Agreement ( “ TRA ” )

8 unchanged sentences

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, 2025, the total liability from the TRA was $ 278.7 million with $ 20.3 million reflected in current liabilities based on the expected timing of our next payments.

As of June 30, 2025, the total liability from the TRA was $ 280.0 million with $ 20.3 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.

5 unchanged sentences

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

In March of 2024, the TRA was amended to replace all references to one year LIBOR with references to the 12-month term SOFR published by CME Group Benchmark Administration Limited, plus 71.513 basis points.

Additionally, all references to Cactus LLC were replaced with references to Cactus Companies in relation to the CC Reorganization.

As of March 31, 2025, Cactus Inc.

As of June 30, 2025, Cactus Inc.

owned 85.9 % of Cactus Companies as compared to 85.6 % of Cactus Companies as of December 31, 2024.

As of March 31, 2025, Cactus Inc.

As of June 30, 2025, Cactus Inc.

had outstanding 68.6 million shares of Class A common stock (representing 85.9 % of the total voting power) and 11.3 million shares of Class B common stock (representing 14.1 % of the total voting power).

4 unchanged sentences

Pursuant to the Cactus Companies LLC Agreement, holders of CC Units are entitled to redeem their CC Units, which results in additional Class A common stock outstanding.

Since our IPO in February 2018, an aggregate of 49.1 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.

There were no redemptions of CC Units during the three months ended March 31, 2025 and 2024.

Aggregate cash dividends of $ 0.13 and $ 0.12 per share of Class A common stock were declared during the three months ended March 31, 2025 and 2024 totaling $ 9.0 million and $ 8.0 million, respectively.

Cash dividends paid during the three months ended March 31, 2025 and 2024 totaled $ 9.2 million and $ 8.1 million, respectively.

Since our IPO in

February 2018, an aggregate of 49.3 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 six months ended June 30, 2025 and 2024, 0.2 million and 1.0 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 $ 0.26 and $ 0.24 per share of Class A common stock were declared during the six months ended June 30, 2025 and 2024 totaling $ 18.1 million and $ 16.1 million, respectively.

Cash dividends paid during the six months ended June 30, 2025 and 2024 totaled $ 18.2 million and $ 16.1 million, respectively.

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

8 unchanged sentences

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, 2025, the Company did not repurchase shares of Class A common stock under the share repurchase program.

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

During the six months ended June 30, 2025, the Company did not repurchase shares of Class A common stock under the share repurchase program.

As of June 30, 2025, $ 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, 2025, Cactus Companies distributed $ 30.4 million to Cactus Inc.

For 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 over the same period.

During the three months ended March 31, 2024, Cactus Companies distributed $ 7.8 million to Cactus Inc.

During the six months ended June 30, 2024, Cactus Companies distributed $ 42.5 million to Cactus Inc.

to fund its dividend and estimated tax payments and made pro rata distributions to the other members totaling $ 8.6 million.

12 unchanged sentences

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, and the matter is currently set for a jury trial on June 9, 2025.

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.

7 unchanged sentences

• 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, 2025 and 2024 is summarized below.

Three Months Ended

Financial information by business segment for the three and six months ended June 30, 2025 and 2024 is summarized below.

Three Months Ended June 30,

Pressure Control

27 unchanged sentences

Interest income, net

Other income, net

Income before income taxes $ 63,323

3 unchanged sentences

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

Three Months Ended

Three Months Ended June 30,

Pressure Control

1 unchanged sentence

Revenues from external customers $ 186,673 $ 103,716 $ 290,389

Intersegment revenue 519 — 519

Total revenues 187,192 103,716 290,908

Reconciliation of revenue

Elimination of intersegment revenue ( 519 )

Total consolidated revenues 290,389

Cost of revenue from external customers $ 117,595 $ 58,872 $ 176,467

Intersegment cost of revenue 414 — 414

Total cost of revenues 118,009 58,872 176,881

Reconciliation of cost of revenue

Elimination of intersegment cost of revenue ( 414 )

Total consolidated cost of revenue 176,467

Selling, general, administrative expenses and other (2)

13,514 14,803

Segment profit $ 55,669 $ 30,041 $ 85,710

Reconciliation of segment profit

Elimination of intersegment profit ( 105 )

Total consolidated segment profit $ 85,605

Corporate expenses (3)

Total operating income $ 79,819

Interest income, net 1,405

Other income, net —

Income before income taxes $ 81,224

(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

Pressure Control

Spoolable Technologies

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

Intersegment revenue 4,958 — 4,958

4 unchanged sentences

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

Other income, net —

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.

Six Months Ended

Pressure Control

Spoolable Technologies

Revenues from external customers

$ 361,701 $ 202,811 $ 564,512

Intersegment revenue

Total revenues 362,220 202,811 565,031

Reconciliation of revenue

Elimination of intersegment revenue

Total consolidated revenues

Cost of revenue from external customers

$ 229,402 $ 115,912 $ 345,314

Intersegment cost of revenue

12 unchanged sentences

Interest income, net 2,094

Other income, net —

Income before income taxes $ 144,463

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income attributable to Cactus Inc.—basic

6 unchanged sentences

Effect of dilutive shares (2)

375 437 405 13,926

Weighted average Class A shares outstanding—diluted (2)

4 unchanged sentences

$ 0.59 $ 0.75 $ 1.23 $ 1.35

(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 25 % for the three months ended March 31, 2025 and 26 % for the three months ended March 31, 2024.

(2) 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) Diluted earnings per share for the three and six months ended June 30, 2025 and for the three months ended June 30, 2024 excludes 11.3 million, 11.4 million and 13.4 million weighted average shares of Class B common stock, respectively, as the effect would be anti-dilutive.

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