Form 8-K

8-K — Cactus, Inc.

Accession: 0001628280-26-067952

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001699136

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — whd-20261028.htm (Primary)

EX-99.1 (whd-20260930xexhibit991.htm)

GRAPHIC (whd-20200429xex99d1g001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: whd-20261028.htm · Sequence: 1

whd-20261028

FALSE000169913600016991362026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2026

______________________________________________________________________________

Cactus, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________

Delaware 001-38390 35-2586106

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

920 Memorial City Way, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(713) 626-8800

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.01 WHD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02.

On October 28, 2026, Cactus, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 2.02 by reference.

The information being furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Description

99.1

Press Release of Cactus, Inc. dated October 28, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cactus, Inc.

October 28, 2026

By: /s/ Jay A. Nutt

Date Name: Jay A. Nutt

Title:

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: whd-20260930xexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Cactus Announces Third Quarter 2026 Results

HOUSTON – October 28, 2026 – Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the third quarter of 2026.

Third Quarter Highlights

•Revenue of $430.9 million and operating income of $94.0 million;

•Net income of $74.1 million and diluted earnings per Class A share of $0.87;

•Adjusted net income(1) of $78.0 million and diluted earnings per share, as adjusted(1) of $0.96;

•Net income margin of 17.2% and adjusted net income margin(1) of 18.1%;

•Adjusted EBITDA(2) and Adjusted EBITDA margin(2) of $132.0 million and 30.6%, respectively;

•Cash and cash equivalents of $354.2 million, with no bank debt outstanding as of September 30, 2026;

•In September 2026, the Board of Directors approved the construction of a new Spoolable Technologies manufacturing facility in the Middle East; and

•In October 2026, the Board of Directors declared a quarterly cash dividend of $0.15 per Class A share.

Financial Summary

Three Months Ended

September 30, June 30, September 30,

2026 2026 2025

(in thousands)

Revenues $ 430,888 $ 449,528 $ 263,954

Operating income(3)

$ 94,048 $ 83,582 $ 61,234

Operating income margin 21.8 % 18.6 % 23.2 %

Net income $ 74,091 $ 61,380 $ 50,188

Net income margin 17.2 % 13.7 % 19.0 %

Adjusted net income(1)

$ 77,987 $ 75,113 $ 53,719

Adjusted net income margin(1)

18.1 % 16.7 % 20.4 %

Adjusted EBITDA(2)

$ 132,025 $ 132,780 $ 86,943

Adjusted EBITDA margin(2)

30.6 % 29.5 % 32.9 %

(1) Adjusted net income, Adjusted net income margin and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in its operating subsidiary at the beginning of the period. Additional information regarding non-GAAP financial measures, including the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.

(2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.

(3) Operating income reflects certain expenses related to the Cactus International and FlexSteel acquisitions, including expenses related to purchase price fair value adjustments of inventory, fixed assets, backlog and other intangible amortization expenses related to purchase price accounting. See the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables for further details.

Scott Bender, CEO and Chairman of the Board of Cactus, commented, “Overall company performance remained exceptionally strong in the third quarter. Our Spoolable Technologies segment meaningfully

expanded sales with record international shipments and bookings since the acquisition, while achieving excellent margins. Our Pressure Control business declined as anticipated, but margins were more resilient than expected as strong domestic performance and synergy realization helped offset lower operating leverage in our Cactus International Joint Venture. I am also pleased with our order intake in the third quarter as our backlog grew by more than $150 million, nearly doubling in our Spoolable Technologies segment.

“We expect consolidated revenues in the fourth quarter to modestly increase. We believe that the U.S. land rig count will remain approximately flat from today's levels through the remainder of the year. We anticipate that fourth quarter Pressure Control revenues will increase modestly versus the third quarter, as strength in the domestic market is combined with flat activity in the Middle East. In Spoolable Technologies, we expect sales to be up slightly in the fourth quarter, as continued international shipment momentum more than offsets typical North American market seasonality.”

Mr. Bender concluded, “This is a very exciting time for Cactus, and I am pleased to announce the Board's approval of the construction of a Spoolable Technologies manufacturing facility in the Middle East. This facility, expected to commence operations in 2029, will offer a local footprint in a critically important long-term oil and gas region and further benefits from the rapidly expanding unconventional market in the Middle East. Customer demand for our Spoolable products continues to accelerate, and the previously announced expansion of our Baytown manufacturing facility coupled with the development in the Middle East is expected to provide the necessary capacity for several years of growth at what we believe are attractive returns.”

Segment Performance

We report two business segments, Pressure Control and Spoolable Technologies. Corporate and other expenses not directly attributable to either segment are presented separately as Corporate and Other expenses. Cactus International business results are included in the Pressure Control segment.

Pressure Control

Third quarter 2026 Pressure Control revenue decreased $39.2 million, or 11.4%, sequentially, primarily due to lower product shipments in the Middle East. Operating income increased $2.4 million, or 4.0%, sequentially, with margins increasing 300 basis points, as lower operating leverage was more than offset by continued strength in spares and repair margins in the Middle East and lower purchase price accounting-related adjustments, which declined from $20.0 million to $9.4 million in the quarter. Adjusted Segment EBITDA decreased $9.8 million, or 10.2%, sequentially, with Adjusted Segment EBITDA margins increasing 40 basis points.

Spoolable Technologies

Third quarter 2026 Spoolable Technologies revenues increased $21.3 million, or 20.2%, sequentially, due to strong growth in both domestic and international shipments. Operating income increased $9.4 million, or 29.3%, sequentially, on higher volume, while margins increased 230 basis points. Adjusted Segment EBITDA was higher by $9.8 million, or 23.3%, sequentially, with Adjusted Segment EBITDA margins increasing 110 basis points, as operating leverage moved favorably.

Corporate and Other Expenses

Third quarter 2026 Corporate and Other expenses increased $1.3 million sequentially, primarily due to higher transaction and personnel expenses. Third quarter Corporate and Other expenses included $0.6 million of transaction-related expenses resulting from the acquisition of Cactus International, $0.4 million higher than the second quarter.

Liquidity, Capital Expenditures and Other

As of September 30, 2026, the Company had $354.2 million of cash and cash equivalents, no bank debt outstanding, and $263.5 million of availability on our U.S. and UAE revolving credit facilities. Operating cash flow was $18.4 million for the third quarter of 2026, reflecting the $91.0 million amount disbursed to Baker Hughes related to legal entity formation activities. During the third quarter, the Company made dividend payments and associated distributions of $12.0 million.

Net capital expenditures were $16.1 million during the third quarter of 2026. For the full year 2026, the Company expects its net capital expenditures to be approximately $65 million. The estimate includes the placement of orders for long-lead equipment related to the Middle East Spoolable Technologies manufacturing facility and the ongoing Baytown facility expansion.

Remaining Performance Obligations, or backlog, closed the quarter at $615.6 million. The majority of this backlog is associated with our Cactus International business, with the balance attributable to Spoolable Technologies.

As of September 30, 2026, Cactus had 70,119,569 shares of Class A common stock outstanding (representing 87.5% of the total voting power) and 10,061,249 shares of Class B common stock outstanding (representing 12.5% of the total voting power).

Quarterly Dividend

The Board of Directors has approved a quarterly cash dividend of $0.15 per share of Class A common stock. Payment will occur on December 17, 2026 to holders of record of Class A common stock at the close of business on November 30, 2026. A corresponding distribution of up to $0.15 per CC Unit has also been approved for holders of CC Units of Cactus Companies, LLC.

Conference Call Details

The Company will host a conference call to discuss financial and operational results tomorrow, Thursday October 29, 2026 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).

The call will be webcast on Cactus’ website at www.CactusWHD.com. Please access the webcast for the call at least 10 minutes ahead of the start time to ensure a proper connection. Analysts and institutional investors may click here to pre-register for the conference call.

An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.

About Cactus, Inc.

Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers and manufacturing facilities globally with an emphasis in North America and the Middle East.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking terminology including “anticipate,” “backlog,” “believe,” “continue,” “estimate,” “expect,” “guidance,” “hope,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “potential,” “should,” “will,” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations, financial condition, or expenditures or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Cactus disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

Cactus, Inc.

Alan Boyd, 713-904-4669

Treasurer, Director of Corporate Development and Investor Relations

IR@CactusWHD.com

Source: Cactus, Inc.

Cactus, Inc.

Condensed Consolidated Statements of Income

(unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

(in thousands, except per share data)

Revenues

Pressure Control $ 304,829 $ 168,714 $ 948,996 $ 538,763

Spoolable Technologies 126,868 95,240 322,301 284,043

Corporate and other(1)

(809) — (2,532) (4,958)

Total revenues 430,888 263,954 1,268,765 817,848

Operating income

Pressure Control 61,528 44,523 159,287 141,189

Spoolable Technologies 41,597 25,806 97,332 77,735

Total segment operating income 103,125 70,329 256,619 218,924

Corporate and other expenses (9,077) (9,095) (29,485) (28,273)

Total operating income 94,048 61,234 227,134 190,651

Interest income, net

766 2,977 1,935 7,820

Other income, net — 221 — 221

Income before income taxes 94,814 64,432 229,069 198,692

Income tax expense 20,723 14,244 53,377 45,352

Net income $ 74,091 $ 50,188 $ 175,692 $ 153,340

Less: net income attributable to non-controlling interest 11,927 8,564 31,626 27,164

Net income attributable to Cactus Inc. $ 62,164 $ 41,624 $ 144,066 $ 126,176

Less: Accretion of redeemable non-controlling interest to redemption value

— — 81,507 —

Net income attributable to Cactus Inc. including accretion of redeemable non-controlling interest to redemption value $ 62,164 $ 41,624 $ 62,559 $ 126,176

Earnings per Class A share - basic $ 0.89 $ 0.61 $ 0.90 $ 1.84

Earnings per Class A share - diluted(2)

$ 0.87 $ 0.60 $ 0.89 $ 1.83

Weighted average shares outstanding - basic 69,899 68,681 69,487 68,465

Weighted average shares outstanding - diluted(2)

81,108 69,196 70,143 68,877

(1)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.

(2)Dilution for the nine months ended September 30, 2026, and three and nine months ended September 30, 2025, excludes 10.6, 11.2 million, and 11.3 million shares of Class B common stock, respectively, as the effect would be antidilutive. Dilution for the three months ended September 30, 2026 includes an additional $11.8 million of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 27%, and 10.3 million weighted average shares of Class B common stock, plus the effect of dilutive securities.

Cactus, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

September 30, December 31,

2026 2025

(in thousands)

Assets

Current assets

Cash and cash equivalents $ 354,221 $ 123,571

Restricted cash

— 371,011

Accounts receivable, net 506,342 164,493

Inventories 401,575 276,613

Prepaid expenses and other current assets 23,806 19,231

Total current assets 1,285,944 954,919

Property and equipment, net 403,621 342,592

Operating lease right-of-use assets, net 30,761 19,491

Intangible assets, net 336,158 148,004

Goodwill 285,579 203,028

Deferred tax asset, net 200,015 187,545

Investment in unconsolidated affiliates

5,980 5,923

Other noncurrent assets 31,969 10,115

Total assets $ 2,580,027 $ 1,871,617

Liabilities, Mezzanine Equity, and Stockholders' Equity

Current liabilities

Accounts payable $ 211,331 $ 71,541

Accrued expenses and other current liabilities 104,209 51,388

Contract liabilities

66,545 7,707

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

Finance lease obligations, current portion 8,321 7,476

Operating lease liabilities, current portion 9,196 4,815

Total current liabilities 420,916 164,241

Deferred tax liability, net 14,432 2,786

Liability related to tax receivable agreement, net of current portion 251,568 241,609

Finance lease obligations, net of current portion 9,584 9,672

Operating lease liabilities, net of current portion 27,000 15,786

Other noncurrent liabilities 84,402 4,475

Total liabilities 807,902 438,569

Mezzanine equity

Redeemable non-controlling interest

240,905 —

Total stockholders' equity

1,531,220 1,433,048

Total liabilities, mezzanine equity, and stockholders' equity

$ 2,580,027 $ 1,871,617

Cactus, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

Nine Months Ended September 30,

2026 2025

(in thousands)

Cash flows from operating activities

Net income $ 175,692 $ 153,340

Reconciliation of net income to net cash provided by operating activities

Depreciation and amortization 100,203 47,752

Deferred financing cost amortization 1,212 839

Stock-based compensation 22,187 18,475

Provision for expected credit losses 470 874

Inventory obsolescence 5,733 2,439

Gain on disposal of assets (3,817) (2,101)

Deferred income taxes 8,824 22,678

Gain from revaluation of liability related to tax receivable agreement and other

— (221)

Changes in operating assets and liabilities:

Accounts receivable (84,086) (9,463)

Inventories (21,791) (46,561)

Prepaid expenses and other assets (7,911) 2,350

Accounts payable (13,314) (5,446)

Accrued expenses and other liabilities 32,415 1,193

Contract liabilities

35,438 —

Net cash provided by operating activities 251,255 186,148

Cash flows from investing activities

Acquisition of a business, net of cash and cash equivalents acquired

(301,011) —

Investment in unconsolidated affiliate

— (6,000)

Capital expenditures and other (47,568) (32,351)

Proceeds from sales of assets 6,928 3,626

Net cash used in investing activities (341,651) (34,725)

Cash flows from financing activities

Payments of deferred financing costs (100) —

Payments on finance leases (5,970) (5,823)

Dividends paid to Class A common stock shareholders (30,482) (27,793)

Distributions to members (6,902) (10,303)

Repurchases of shares (8,066) (5,914)

Net cash used in financing activities (51,520) (49,833)

Effect of exchange rate changes on cash and cash equivalents 1,555 1,181

Net (decrease) increase in cash and cash equivalents (140,361) 102,771

Cash, cash equivalents, and restricted cash

Beginning of period 494,582 342,843

End of period $ 354,221 $ 445,614

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin

(unaudited)

Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin are not measures of net income as determined by GAAP but they are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines adjusted net income as net income subject to the adjustments described in the table below. Among other things, those adjustments exclude income attributable to non-controlling interests in the Company's businesses, with the exception of income attributable to the non-controlling interests in the Company's principal operating subsidiary, Cactus Companies LLC. For these interests, Adjusted net income assumes Cactus, Inc. held all units in its principal operating subsidiary throughout the entire period, with net income reduced by the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Cactus defines diluted earnings per share, as adjusted as Adjusted net income divided by weighted average shares outstanding, as adjusted. Cactus defines Adjusted net income margin as Adjusted net income divided by total revenue. The Company believes this supplemental information is useful for evaluating performance period over period.

Three Months Ended

September 30, June 30, September 30,

2026 2026 2025

(in thousands, except per share data)

Net income $ 74,091 $ 61,380 $ 50,188

Adjustments:

Severance expenses(1)

2,782 4,929 247

Gain from revaluation of liability related to tax receivable agreement and other(2)

— — (221)

Transaction related expenses(3)

629 246 3,170

Intangible amortization expense(4)

13,555 14,583 3,997

Inventory step-up adjustment(5)

(219) 9,466 —

Non-controlling interest adjustment(6)

(4,730) (10,861) —

Income tax expense differential(7)

(8,121) (4,630) (3,662)

Adjusted net income $ 77,987 $ 75,113 $ 53,719

Diluted earnings per share, as adjusted $ 0.96 $ 0.93 $ 0.67

Weighted average shares outstanding, as adjusted(8)

81,108 80,875 80,355

Revenue $ 430,888 $ 449,528 $ 263,954

Net income margin 17.2 % 13.7 % 19.0 %

Adjusted net income margin 18.1 % 16.7 % 20.4 %

(1)Represents non-routine charges related to severance benefits.

(2)Represents non-cash adjustments for the revaluation of the Tax Receivable Agreement ("TRA") liability and the tax indemnity receivable asset related to the FlexSteel acquisition.

(3)Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International.

(4)Reflects amortization expense associated with the step-up in intangible value due to purchase price accounting.

(5)Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

(6)Represents earnings attributable to non-controlling partners in both the Cactus International joint venture and Cactus International's business in Saudi Arabia.

(7)Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of its operating subsidiary at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 27.0% on income before income taxes for the three months ended September 30 and June 30, 2026, and 25.0% for the three months ended September 30, 2025.

(8)Reflects 69.9, 69.5, and 68.7 million weighted average shares of basic Class A common stock outstanding and 10.3, 10.7 and 11.2 million additional shares for the three months ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively, as if the weighted average shares of Class B common stock were exchanged and cancelled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

(unaudited)

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.

Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

Three Months Ended Nine Months Ended

September 30, June 30, September 30, September 30,

2026 2026 2025 2026 2025

(in thousands)

Net income $ 74,091 $ 61,380 $ 50,188 $ 175,692 $ 153,340

Interest income, net (766) (949) (2,977) (1,935) (7,820)

Income tax expense 20,723 23,151 14,244 53,377 45,352

Depreciation and amortization 27,032 27,162 16,188 80,507 47,752

EBITDA 121,080 110,744 77,643 307,641 238,624

Gain from revaluation of liability related to tax receivable agreement and other(1)

— — (221) — (221)

Severance expenses(2)

2,782 4,929 247 8,645 424

Transaction related expenses(3)

629 246 3,170 6,686 10,159

Inventory step-up adjustment(4)

(219) 9,466 — 19,696 —

Stock-based compensation 7,753 7,395 6,104 22,187 18,475

Adjusted EBITDA $ 132,025 $ 132,780 $ 86,943 $ 364,855 $ 267,461

Revenue $ 430,888 $ 449,528 $ 263,954 $ 1,268,765 $ 817,848

Net income margin 17.2 % 13.7 % 19.0 % 13.8 % 18.7 %

Adjusted EBITDA margin 30.6 % 29.5 % 32.9 % 28.8 % 32.7 %

(1)Represents non-cash adjustments for the revaluation of the Tax Receivable Agreement ("TRA") liability and the tax indemnity receivable asset related to the FlexSteel acquisition.

(2)Represents non-routine charges related to severance benefits.

(3)Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International.

(4)Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

Cactus, Inc. – Supplemental Information

Reconciliation of GAAP to non-GAAP Financial Measures

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin

(unaudited)

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines Adjusted Segment EBITDA as segment operating income excluding depreciation and amortization and the other items outlined below, in each case, that are attributable to the segment.

Cactus management believes Adjusted Segment EBITDA is useful because it allows management to more effectively evaluate the Company’s segment operating performance and compare the results of its segment operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted Segment EBITDA margin as Adjusted Segment EBITDA divided by total segment revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

Three Months Ended Nine Months Ended

September 30, June 30, September 30, September 30,

2026 2026 2025 2026 2025

(in thousands)

Pressure Control

Revenue $ 304,829 $ 343,995 $ 168,714 $ 948,996 $ 538,763

Operating income 61,528 59,154 44,523 159,287 141,189

Depreciation and amortization expense 17,997 18,212 7,211 53,650 21,384

Severance expenses(1)

2,782 4,929 177 8,619 354

Inventory step-up adjustment(2)

(219) 9,466 — 19,696 —

Stock-based compensation 4,035 4,155 3,264 12,623 10,078

Adjusted Segment EBITDA $ 86,123 $ 95,916 $ 55,175 $ 253,875 $ 173,005

Operating income margin 20.2 % 17.2 % 26.4 % 16.8 % 26.2 %

Adjusted Segment EBITDA margin 28.3 % 27.9 % 32.7 % 26.8 % 32.1 %

Spoolable Technologies

Revenue $ 126,868 $ 105,533 $ 95,240 $ 322,301 $ 284,043

Operating income 41,597 32,168 25,806 97,332 77,735

Depreciation and amortization expense 9,035 8,950 8,977 26,857 26,368

Severance expenses(1)

— — 68 26 68

Stock-based compensation 1,322 1,019 1,128 2,778 3,283

Adjusted Segment EBITDA $ 51,954 $ 42,137 $ 35,979 $ 126,993 $ 107,454

Operating income margin 32.8 % 30.5 % 27.1 % 30.2 % 27.4 %

Adjusted Segment EBITDA margin 41.0 % 39.9 % 37.8 % 39.4 % 37.8 %

Corporate and Other

Revenue(3)

$ (809) $ — $ — $ (2,532) $ (4,958)

Corporate and other expenses (9,077) (7,740) (9,095) (29,485) (28,273)

Severance expenses(1)

— — 2 — 2

Stock-based compensation 2,396 2,221 1,712 6,786 5,114

Transaction related expenses(4)

629 246 3,170 6,686 10,159

Adjusted Corporate EBITDA $ (6,052) $ (5,273) $ (4,211) $ (16,013) $ (12,998)

Total revenue $ 430,888 $ 449,528 $ 263,954 $ 1,268,765 $ 817,848

Total operating income $ 94,048 $ 83,582 $ 61,234 $ 227,134 $ 190,651

Total operating income margin 21.8 % 18.6 % 23.2 % 17.9 % 23.3 %

Total Adjusted EBITDA $ 132,025 $ 132,780 $ 86,943 $ 364,855 $ 267,461

Total Adjusted EBITDA margin 30.6 % 29.5 % 32.9 % 28.8 % 32.7 %

(1)Represents non-routine charges related to severance benefits.

(2)Represents amortization of the Cactus International inventory step-up adjustment due to purchase price accounting.

(3)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.

(4)Reflects transaction fees and expenses recorded in connection with the acquisition of Cactus International.

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