[10-Q] Cactus, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
IM Cannabis Corp. (IMCC) closed a C$5.62 million (鈮圲S$4.1 million) private placement on 30 Jul 2025. The company sold 2,050,000 Units at C$2.74 each. Every Unit includes either one common share or one pre-funded warrant plus one five-year warrant exercisable at C$3.43. Pre-funded warrants are exercisable at C$0.00001. All new securities are subject to a four-month hold.
Proceeds are earmarked for working capital, repayment of existing indebtedness and general corporate purposes. IMCC must file a Form F-3 resale registration within 30 days and seek effectiveness within 60/90 days, depending on SEC review.
Pure Equity advised on the transaction and receives a one-time US$260,000 cash fee and 140,000 five-year warrants exercisable at US$2.50.
The deal strengthens liquidity but introduces potential dilution through the issuance of new shares, warrants and advisor compensation.
IM Cannabis Corp. (IMCC) ha concluso un collocamento privato da 5,62 milioni di C$ (circa 4,1 milioni di US$) il 30 luglio 2025. La societ脿 ha venduto 2.050.000 unit脿 a 2,74 C$ ciascuna. Ogni unit脿 include una azione ordinaria o un warrant pre-finanziato, pi霉 un warrant quinquennale esercitabile a 3,43 C$. I warrant pre-finanziati sono esercitabili a 0,00001 C$. Tutti i nuovi titoli sono soggetti a un periodo di lock-up di quattro mesi.
I proventi sono destinati al capitale circolante, al rimborso dell'indebitamento esistente e ad usi aziendali generali. IMCC deve presentare una registrazione Form F-3 per la rivendita entro 30 giorni e ottenere l'efficacia entro 60/90 giorni, a seconda della revisione della SEC.
Pure Equity ha fornito consulenza per l'operazione e riceve una commissione una tantum in contanti di 260.000 US$ e 140.000 warrant quinquennali esercitabili a 2,50 US$.
L'accordo rafforza la liquidit脿, ma introduce un potenziale diluizione tramite l'emissione di nuove azioni, warrant e compensi ai consulenti.
IM Cannabis Corp. (IMCC) cerr贸 una colocaci贸n privada por 5,62 millones de C$ (aproximadamente 4,1 millones de US$) el 30 de julio de 2025. La compa帽铆a vendi贸 2.050.000 unidades a 2,74 C$ cada una. Cada unidad incluye una acci贸n com煤n o un warrant prefinanciado, adem谩s de un warrant a cinco a帽os ejercitable a 3,43 C$. Los warrants prefinanciados son ejercitables a 0,00001 C$. Todos los nuevos valores est谩n sujetos a un periodo de retenci贸n de cuatro meses.
Los fondos se destinar谩n a capital de trabajo, pago de deuda existente y prop贸sitos corporativos generales. IMCC debe presentar un registro Formulario F-3 para reventa en 30 d铆as y buscar su efectividad en 60/90 d铆as, seg煤n la revisi贸n de la SEC.
Pure Equity asesor贸 en la transacci贸n y recibe una tarifa 煤nica en efectivo de 260.000 US$ y 140.000 warrants a cinco a帽os ejercitables a 2,50 US$.
El acuerdo fortalece la liquidez, pero introduce una posible diluci贸n mediante la emisi贸n de nuevas acciones, warrants y compensaci贸n a asesores.
IM Cannabis Corp. (IMCC)電� 2025雲� 7鞗� 30鞚检棎 562毵� 旌愲倶雼� 雼煬(鞎� 410毵� 氙戈淡 雼煬) 攴滊鞚� 靷 鞙犾儊歃濎瀽毳� 毵堦皭頄堨姷雼堧嫟. 須岇偓電� 雼渼雼� 2.74 旌愲倶雼� 雼煬鞐� 2,050,000 雼渼毳� 韺愲Г頄堨姷雼堧嫟. 臧� 雼渼電� 氤错喌欤� 1欤� 霕愲姅 靹犾法甓� 鞗岆煱韸� 1臧滌檧 5雲� 毵岅赴 鞗岆煱韸� 1臧�(頄夓偓臧� 3.43 旌愲倶雼� 雼煬)搿� 甑劚霅╇媹雼�. 靹犾法甓� 鞗岆煱韸胳潣 頄夓偓臧�瓴╈潃 0.00001 旌愲倶雼� 雼煬鞛呺媹雼�. 氇摖 鞁犼窚 歃濌秾鞚� 4臧滌洈鞚� 氤错樃鞓堨垬 旮瓣皠鞚� 鞝侅毄霅╇媹雼�.
鞛愱笀鞚� 鞖挫爠鞛愲掣, 旮办〈 攵�毂� 靸來櫂 氚� 鞚茧皹 旮办梾 氇╈爜鞐� 靷毄霅� 鞓堨爼鞛呺媹雼�. IMCC電� 30鞚� 鞚措偞鞐� Form F-3 鞛寪毵� 霌彪鞚� 鞝滌稖頃橁碃, SEC 瓴�韱犾棎 霐半澕 60~90鞚� 雮挫棎 須牓 氚滌儩鞚� 鞁犾箔頃挫暭 頃╇媹雼�.
Pure Equity電� 鞚措矆 瓯半灅鞐� 鞛愲鞚� 鞝滉车頄堨溂氅�, 鞚柬殞靹� 順勱笀 靾橃垬耄� 26毵� 氙戈淡 雼煬鞕� 5雲� 毵岅赴 鞗岆煱韸� 140,000臧�(頄夓偓臧� 2.50 氙戈淡 雼煬)毳� 氚涭姷雼堧嫟.
鞚措矆 瓯半灅電� 鞙犽彊靹膘潉 臧曧檾頃橃毵�, 鞁犾＜ 氚滍枆, 鞗岆煱韸� 氚� 鞛愲 氤挫儊鞙茧 鞚疙暅 頋劃 臧�電レ劚鞚� 霃欕皹頃╇媹雼�.
IM Cannabis Corp. (IMCC) a cl么tur茅 un placement priv茅 de 5,62 millions de C$ (environ 4,1 millions de US$) le 30 juillet 2025. La soci茅t茅 a vendu 2 050 000 unit茅s 脿 2,74 C$ chacune. Chaque unit茅 comprend soit une action ordinaire, soit un warrant pr茅financ茅, ainsi qu'un warrant de cinq ans exer莽able 脿 3,43 C$. Les warrants pr茅financ茅s sont exer莽ables 脿 0,00001 C$. Tous les nouveaux titres sont soumis 脿 une p茅riode de blocage de quatre mois.
Les fonds sont destin茅s au fonds de roulement, au remboursement de la dette existante et 脿 des fins g茅n茅rales d'entreprise. IMCC doit d茅poser un enregistrement Formulaire F-3 pour revente dans les 30 jours et chercher 脿 obtenir son efficacit茅 sous 60/90 jours, selon l'examen de la SEC.
Pure Equity a conseill茅 sur la transaction et re莽oit des honoraires uniques en esp猫ces de 260 000 US$ ainsi que 140 000 warrants de cinq ans exer莽ables 脿 2,50 US$.
L'op茅ration renforce la liquidit茅 mais introduit un risque potentiel de dilution via l'茅mission de nouvelles actions, warrants et la r茅mun茅ration des conseillers.
IM Cannabis Corp. (IMCC) hat am 30. Juli 2025 eine Privatplatzierung in H枚he von 5,62 Mio. C$ (ca. 4,1 Mio. US$) abgeschlossen. Das Unternehmen verkaufte 2.050.000 Einheiten zu je 2,74 C$. Jede Einheit umfasst entweder eine Stammaktie oder ein vorfinanziertes Bezugsrecht sowie ein f眉nfj盲hriges Bezugsrecht mit einem Aus眉bungspreis von 3,43 C$. Die vorfinanzierten Bezugsrechte sind zu 0,00001 C$ aus眉bbar. Alle neuen Wertpapiere unterliegen einer viermonatigen Haltefrist.
Die Erl枚se sind f眉r das Betriebskapital, die R眉ckzahlung bestehender Verbindlichkeiten und allgemeine Unternehmenszwecke vorgesehen. IMCC muss innerhalb von 30 Tagen eine Form F-3-Registrierung f眉r den Wiederverkauf einreichen und je nach SEC-Pr眉fung innerhalb von 60/90 Tagen die Wirksamkeit anstreben.
Pure Equity beriet bei der Transaktion und erh盲lt eine einmalige Barverg眉tung von 260.000 US$ sowie 140.000 f眉nfj盲hrige Bezugsrechte mit einem Aus眉bungspreis von 2,50 US$.
Der Deal st盲rkt die Liquidit盲t, bringt jedoch potenzielle Verw盲sserungen durch die Ausgabe neuer Aktien, Bezugsrechte und Beraterverg眉tungen mit sich.
Positive
- C$5.6 million cash infusion enhances liquidity for working capital and debt reduction.
- Warrants priced above unit cost reduce immediate dilution risk and could provide additional capital if exercised.
Negative
- Issuance of 2.05 million shares and warrants dilutes existing shareholders.
- Advisor compensation of US$260k and 140k warrants adds cost and further dilution.
Insights
TL;DR 25 words: Small capital raise boosts cash but adds dilution; warrants priced above market, neutral net effect on valuation and leverage.
The C$5.6 million injection improves near-term liquidity, providing funds for working capital and debt service without high-interest borrowing. However, 2.05 million shares and an equal number of C$3.43 warrants, plus 140k advisor warrants, enlarge the fully diluted share count and cap table complexity. The warrant strike lies above the unit price, suggesting investors bet on upside but also limiting immediate conversion pressure. Filing deadlines for resale registration create administrative obligations but no cash outflow. At ~US$4.1 million, the raise is modest relative to typical industry burn rates; impact is therefore neutral overall.
IM Cannabis Corp. (IMCC) ha concluso un collocamento privato da 5,62 milioni di C$ (circa 4,1 milioni di US$) il 30 luglio 2025. La societ脿 ha venduto 2.050.000 unit脿 a 2,74 C$ ciascuna. Ogni unit脿 include una azione ordinaria o un warrant pre-finanziato, pi霉 un warrant quinquennale esercitabile a 3,43 C$. I warrant pre-finanziati sono esercitabili a 0,00001 C$. Tutti i nuovi titoli sono soggetti a un periodo di lock-up di quattro mesi.
I proventi sono destinati al capitale circolante, al rimborso dell'indebitamento esistente e ad usi aziendali generali. IMCC deve presentare una registrazione Form F-3 per la rivendita entro 30 giorni e ottenere l'efficacia entro 60/90 giorni, a seconda della revisione della SEC.
Pure Equity ha fornito consulenza per l'operazione e riceve una commissione una tantum in contanti di 260.000 US$ e 140.000 warrant quinquennali esercitabili a 2,50 US$.
L'accordo rafforza la liquidit脿, ma introduce un potenziale diluizione tramite l'emissione di nuove azioni, warrant e compensi ai consulenti.
IM Cannabis Corp. (IMCC) cerr贸 una colocaci贸n privada por 5,62 millones de C$ (aproximadamente 4,1 millones de US$) el 30 de julio de 2025. La compa帽铆a vendi贸 2.050.000 unidades a 2,74 C$ cada una. Cada unidad incluye una acci贸n com煤n o un warrant prefinanciado, adem谩s de un warrant a cinco a帽os ejercitable a 3,43 C$. Los warrants prefinanciados son ejercitables a 0,00001 C$. Todos los nuevos valores est谩n sujetos a un periodo de retenci贸n de cuatro meses.
Los fondos se destinar谩n a capital de trabajo, pago de deuda existente y prop贸sitos corporativos generales. IMCC debe presentar un registro Formulario F-3 para reventa en 30 d铆as y buscar su efectividad en 60/90 d铆as, seg煤n la revisi贸n de la SEC.
Pure Equity asesor贸 en la transacci贸n y recibe una tarifa 煤nica en efectivo de 260.000 US$ y 140.000 warrants a cinco a帽os ejercitables a 2,50 US$.
El acuerdo fortalece la liquidez, pero introduce una posible diluci贸n mediante la emisi贸n de nuevas acciones, warrants y compensaci贸n a asesores.
IM Cannabis Corp. (IMCC)電� 2025雲� 7鞗� 30鞚检棎 562毵� 旌愲倶雼� 雼煬(鞎� 410毵� 氙戈淡 雼煬) 攴滊鞚� 靷 鞙犾儊歃濎瀽毳� 毵堦皭頄堨姷雼堧嫟. 須岇偓電� 雼渼雼� 2.74 旌愲倶雼� 雼煬鞐� 2,050,000 雼渼毳� 韺愲Г頄堨姷雼堧嫟. 臧� 雼渼電� 氤错喌欤� 1欤� 霕愲姅 靹犾法甓� 鞗岆煱韸� 1臧滌檧 5雲� 毵岅赴 鞗岆煱韸� 1臧�(頄夓偓臧� 3.43 旌愲倶雼� 雼煬)搿� 甑劚霅╇媹雼�. 靹犾法甓� 鞗岆煱韸胳潣 頄夓偓臧�瓴╈潃 0.00001 旌愲倶雼� 雼煬鞛呺媹雼�. 氇摖 鞁犼窚 歃濌秾鞚� 4臧滌洈鞚� 氤错樃鞓堨垬 旮瓣皠鞚� 鞝侅毄霅╇媹雼�.
鞛愱笀鞚� 鞖挫爠鞛愲掣, 旮办〈 攵�毂� 靸來櫂 氚� 鞚茧皹 旮办梾 氇╈爜鞐� 靷毄霅� 鞓堨爼鞛呺媹雼�. IMCC電� 30鞚� 鞚措偞鞐� Form F-3 鞛寪毵� 霌彪鞚� 鞝滌稖頃橁碃, SEC 瓴�韱犾棎 霐半澕 60~90鞚� 雮挫棎 須牓 氚滌儩鞚� 鞁犾箔頃挫暭 頃╇媹雼�.
Pure Equity電� 鞚措矆 瓯半灅鞐� 鞛愲鞚� 鞝滉车頄堨溂氅�, 鞚柬殞靹� 順勱笀 靾橃垬耄� 26毵� 氙戈淡 雼煬鞕� 5雲� 毵岅赴 鞗岆煱韸� 140,000臧�(頄夓偓臧� 2.50 氙戈淡 雼煬)毳� 氚涭姷雼堧嫟.
鞚措矆 瓯半灅電� 鞙犽彊靹膘潉 臧曧檾頃橃毵�, 鞁犾＜ 氚滍枆, 鞗岆煱韸� 氚� 鞛愲 氤挫儊鞙茧 鞚疙暅 頋劃 臧�電レ劚鞚� 霃欕皹頃╇媹雼�.
IM Cannabis Corp. (IMCC) a cl么tur茅 un placement priv茅 de 5,62 millions de C$ (environ 4,1 millions de US$) le 30 juillet 2025. La soci茅t茅 a vendu 2 050 000 unit茅s 脿 2,74 C$ chacune. Chaque unit茅 comprend soit une action ordinaire, soit un warrant pr茅financ茅, ainsi qu'un warrant de cinq ans exer莽able 脿 3,43 C$. Les warrants pr茅financ茅s sont exer莽ables 脿 0,00001 C$. Tous les nouveaux titres sont soumis 脿 une p茅riode de blocage de quatre mois.
Les fonds sont destin茅s au fonds de roulement, au remboursement de la dette existante et 脿 des fins g茅n茅rales d'entreprise. IMCC doit d茅poser un enregistrement Formulaire F-3 pour revente dans les 30 jours et chercher 脿 obtenir son efficacit茅 sous 60/90 jours, selon l'examen de la SEC.
Pure Equity a conseill茅 sur la transaction et re莽oit des honoraires uniques en esp猫ces de 260 000 US$ ainsi que 140 000 warrants de cinq ans exer莽ables 脿 2,50 US$.
L'op茅ration renforce la liquidit茅 mais introduit un risque potentiel de dilution via l'茅mission de nouvelles actions, warrants et la r茅mun茅ration des conseillers.
IM Cannabis Corp. (IMCC) hat am 30. Juli 2025 eine Privatplatzierung in H枚he von 5,62 Mio. C$ (ca. 4,1 Mio. US$) abgeschlossen. Das Unternehmen verkaufte 2.050.000 Einheiten zu je 2,74 C$. Jede Einheit umfasst entweder eine Stammaktie oder ein vorfinanziertes Bezugsrecht sowie ein f眉nfj盲hriges Bezugsrecht mit einem Aus眉bungspreis von 3,43 C$. Die vorfinanzierten Bezugsrechte sind zu 0,00001 C$ aus眉bbar. Alle neuen Wertpapiere unterliegen einer viermonatigen Haltefrist.
Die Erl枚se sind f眉r das Betriebskapital, die R眉ckzahlung bestehender Verbindlichkeiten und allgemeine Unternehmenszwecke vorgesehen. IMCC muss innerhalb von 30 Tagen eine Form F-3-Registrierung f眉r den Wiederverkauf einreichen und je nach SEC-Pr眉fung innerhalb von 60/90 Tagen die Wirksamkeit anstreben.
Pure Equity beriet bei der Transaktion und erh盲lt eine einmalige Barverg眉tung von 260.000 US$ sowie 140.000 f眉nfj盲hrige Bezugsrechte mit einem Aus眉bungspreis von 2,50 US$.
Der Deal st盲rkt die Liquidit盲t, bringt jedoch potenzielle Verw盲sserungen durch die Ausgabe neuer Aktien, Bezugsrechte und Beraterverg眉tungen mit sich.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 10-Q
______________________________________________________________________________
(MARK ONE)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission File Number: 001-38390
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
(713 ) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 30, 2025, the registrant had 68,574,875 shares of Class A common stock, $0.01 par value per share, and 11,259,495 shares of Class B common stock, $0.01 par value per share, outstanding.
Table of Contents
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements | i | |||||||
PART I - FINANCIAL INFORMATION | ||||||||
Item 1. | Financial Statements | 1 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 | ||||||
Item 4. | Controls and Procedures | 26 | ||||||
PART II - OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 27 | ||||||
Item 1A. | Risk Factors | 27 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | ||||||
Item 5. | Other Information | 29 | ||||||
Item 6. | Exhibits | 30 | ||||||
Signatures | 31 | |||||||
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. When considering forward‑looking statements, you should keep in mind the risk factors and other cautionary statements described under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 Annual Report”), “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in this Quarterly Report and other cautionary statements contained herein and in our Exchange Act filings. Forward‑looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Should one or more of the risks or uncertainties described in our 2024 Annual Report or other Exchange Act filings occur, or should underlying assumptions prove incorrect, our actual results could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty 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 Quarterly Report.
i
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| (in thousands, except per share data) | June 30, 2025 | December 31, 2024 | |||||||||
Assets | |||||||||||
Current assets | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
Inventories | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Operating lease right-of-use assets, net | |||||||||||
| Intangible assets, net | |||||||||||
Goodwill | |||||||||||
Deferred tax asset, net | |||||||||||
Investment in unconsolidated affiliates | |||||||||||
Other noncurrent assets | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities and Equity | |||||||||||
Current liabilities | |||||||||||
Accounts payable | $ | $ | |||||||||
Accrued expenses and other current liabilities | |||||||||||
Current portion of liability related to tax receivable agreement | |||||||||||
Finance lease obligations, current portion | |||||||||||
Operating lease liabilities, current portion | |||||||||||
Total current liabilities | |||||||||||
Deferred tax liability, net | |||||||||||
Liability related to tax receivable agreement, net of current portion | |||||||||||
Finance lease obligations, net of current portion | |||||||||||
Operating lease liabilities, net of current portion | |||||||||||
| Other noncurrent liabilities | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity attributable to Cactus Inc. | |||||||||||
Non-controlling interest | |||||||||||
| Total stockholders’ equity | |||||||||||
Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Table of Contents
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Revenues | |||||||||||||||||||||||
Product revenue | $ | $ | $ | $ | |||||||||||||||||||
Rental revenue | |||||||||||||||||||||||
Field service and other revenue | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Costs and expenses | |||||||||||||||||||||||
Cost of product revenue | |||||||||||||||||||||||
Cost of rental revenue | |||||||||||||||||||||||
Cost of field service and other revenue | |||||||||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||||||||
| Change in fair value of earn-out liability | |||||||||||||||||||||||
Total costs and expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Interest income, net | |||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Less: net income attributable to non-controlling interest | |||||||||||||||||||||||
Net income attributable to Cactus Inc. | $ | $ | $ | $ | |||||||||||||||||||
Earnings per Class A share - basic | $ | $ | $ | $ | |||||||||||||||||||
Earnings per Class A share - diluted | $ | $ | $ | $ | |||||||||||||||||||
Weighted average Class A shares outstanding - basic | |||||||||||||||||||||||
Weighted average Class A shares outstanding - diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Table of Contents
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency translation adjustments | ( | ||||||||||||||||||||||
Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
Less: comprehensive income attributable to non-controlling interest | |||||||||||||||||||||||
Comprehensive income attributable to Cactus Inc. | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
| Class A | Class B | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Member distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Effect of CC Unit redemptions | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of equity transactions | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity award vestings | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | — | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Member distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Effect of CC Unit redemptions | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of equity transactions | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity award vestings | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
| Class A | Class B | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Member distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Effect of CC Unit redemptions | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of equity transactions | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity award vestings | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Member distributions | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Effect of CC Unit redemptions | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Tax impact of equity transactions | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity award vestings | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CACTUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Six Months Ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
Cash flows from operating activities | |||||||||||
Net income | $ | $ | |||||||||
Reconciliation of net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
Deferred financing cost amortization | |||||||||||
Stock-based compensation | |||||||||||
Provision for expected credit losses | |||||||||||
Inventory obsolescence | |||||||||||
| Gain on disposal of assets | ( | ( | |||||||||
Deferred income taxes | |||||||||||
| Change in fair value of earn-out liability | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Inventories | ( | ( | |||||||||
Prepaid expenses and other assets | ( | ||||||||||
Accounts payable | ( | ||||||||||
Accrued expenses and other liabilities | ( | ||||||||||
| Payments pursuant to tax receivable agreement | ( | ||||||||||
Net cash provided by operating activities | |||||||||||
Cash flows from investing activities | |||||||||||
Investment in unconsolidated affiliate | ( | ||||||||||
Capital expenditures and other | ( | ( | |||||||||
| Proceeds from sales of assets | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
Cash flows from financing activities | |||||||||||
Payments on finance leases | ( | ( | |||||||||
Dividends paid to Class A common stock shareholders | ( | ( | |||||||||
Distributions to members | ( | ( | |||||||||
Repurchases of shares | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
Supplemental disclosure of cash flow information | |||||||||||
| Net cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
Non-cash investing and financing activities: | |||||||||||
| Right-of-use assets obtained in exchange for new lease obligations | $ | $ | |||||||||
| Property and equipment in accounts payable | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CACTUS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(in thousands, except per share data, or as otherwise indicated)
1.Preparation of Interim Financial Statements and Other Items
Basis of Presentation
The financial statements presented in this report represent the consolidation of Cactus, Inc. (“Cactus Inc.”) and its subsidiaries (the “Company”), including Cactus Companies, LLC (“Cactus Companies”). Cactus Inc. is a holding company whose only material asset is an equity interest consisting of units representing limited liability company interests in Cactus Companies (“CC Units”). Cactus Inc. is the sole managing member of Cactus Companies and operates and controls all of the business and affairs of Cactus Companies and conducts its business through Cactus Companies and its subsidiaries. As a result, Cactus Inc. consolidates the financial results of Cactus Companies and its subsidiaries and reports a non-controlling interest related to the portion of CC Units not owned by Cactus Inc., which reduces net income attributable to holders of Cactus Inc.’s Class A common stock, par value $0.01 per share (“Class A common stock”). Except as otherwise indicated or required by the context, all references to “Cactus,” “we,” “us” and “our” refer to Cactus Inc. and its consolidated subsidiaries.
On February 28, 2023, Cactus Inc. through one of its subsidiaries, completed the acquisition of the FlexSteel business through a merger (the “Merger”) with HighRidge Resources, Inc. and its subsidiaries (“HighRidge”). On February 27, 2023, in order to facilitate the Merger with HighRidge, an internal reorganization was completed in which Cactus Companies acquired all of the outstanding units representing ownership interests in Cactus Wellhead, LLC (“Cactus LLC”), the operating subsidiary of Cactus Inc. (the “CC Reorganization”). The purpose of the Merger was to effect the acquisition of the operations of FlexSteel Holdings, Inc. and its subsidiaries. FlexSteel Holdings, Inc. 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 results of operations of FlexSteel have been reflected in our accompanying condensed consolidated financial statements from the closing date of the acquisition.
The Company currently operates in two business segments: Pressure Control 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, 2024.
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.
Investments in Unconsolidated Affiliates
In November 2023, the Company entered into an agreement to invest in a Vietnam forging manufacturing facility for an ownership percentage of 40 %. In January 2025, the Company provided an initial capital contribution of $6.0 million. 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.”
7
Use of Estimates
In preparing our consolidated financial statements in conformity with GAAP, we make numerous estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision from available data, or is not otherwise capable of being readily calculated based on accepted methodologies. In some cases, these estimates are particularly difficult to determine, and we must exercise significant judgment. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our consolidated financial statements.
Recent Accounting Pronouncements
Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740).” The amendments in this ASU require entities to disclose on an annual basis specific categories in the income tax rate reconciliation and provide additional disclosures for reconciling items that meet a specified quantitative threshold. Entities will also be required to disclose annually income taxes paid disaggregated by federal, state and foreign taxes and the amount of income taxes paid by individual jurisdictions that meet a five percent or greater threshold of total income taxes paid net of refunds received. The ASU also adds certain disclosures in order to be consistent with U.S. Securities and Exchange Commission rules and removes certain disclosures that no longer are considered cost beneficial or relevant. The amendments in this ASU should be applied on a prospective basis, with a retrospective option. The standard will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this new standard will have on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard would require public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
2.Accounts Receivable and Allowance for Credit Losses
We extend credit to customers in the normal course of business. Our customers are predominantly oil and gas exploration and production companies located in the U.S. Our receivables are short-term in nature and typically due in 30 to 60 days. We do not accrue interest on delinquent receivables. 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 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. In our determination of the allowance for credit losses, we pool receivables with similar risk characteristics based on customer size, credit ratings, payment history, bankruptcy status and other factors known to us, and then apply an expected credit loss percentage. The expected credit loss percentage is determined using historical loss data adjusted for current conditions and forecasts of future economic conditions. Accounts deemed uncollectible are applied against the allowance for credit losses. The following is a roll-forward of our allowance for credit losses.
| Balance at Beginning of Period | Expense | Write off | Other | Balance at End of Period | |||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ( | ||||||||||||||||||||||||||||
8
3.Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard cost, which approximates average cost. Costs include an application of related material, direct labor, duties, tariffs, freight and overhead costs. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Reserves are made for excess and obsolete items based on a range of factors, including age, usage and technological or market changes that may impact demand for those products. Inventories consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-progress | |||||||||||
| Finished goods | |||||||||||
| $ | $ | ||||||||||
4.Property and Equipment, net
Property and equipment are stated at cost. We manufacture or construct most of our Pressure Control rental equipment assets. During the manufacture of these assets, they are reflected as construction in progress until complete. Property and equipment consists of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
Land | $ | $ | |||||||||
Buildings and improvements | |||||||||||
Machinery and equipment | |||||||||||
| Reels and skids | |||||||||||
| Vehicles | |||||||||||
| Rental equipment | |||||||||||
Furniture and fixtures | |||||||||||
Computers and software | |||||||||||
Gross property and equipment | |||||||||||
Less: Accumulated depreciation | ( | ( | |||||||||
Net property and equipment | |||||||||||
Construction in progress | |||||||||||
Total property and equipment, net | $ | $ | |||||||||
9
5.Other Intangible Assets
The following table presents the detail of acquired intangible assets:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Gross Cost | Accumulated Amortization | Net Cost | Gross Cost | Accumulated Amortization | Net Cost | |||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Developed technology | ( | ( | ||||||||||||||||||||||||||||||||||||
| Tradename | ( | ( | ||||||||||||||||||||||||||||||||||||
| Backlog | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
All intangible assets are amortized over their estimated useful lives. 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:
| Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
6.Debt
We had no 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”). The ABL Credit Facility was amended in September 2020 and July 2022. On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as Borrower under the ABL Credit Facility, and the ABL Credit Facility was amended and restated in its entirety (the “Amended ABL Credit Facility”). The Amended ABL Credit Facility provided a term loan of $125.0 million and provides up to $225.0 million in revolving commitments, of which $20.0 million is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $275.0 million in revolving commitments. The term loan under the Amended ABL Credit Facility was set to mature on February 27, 2026 and any revolving loans under the Amended ABL Credit Facility mature on July 26, 2027. The maximum amount that Cactus Companies may borrow under the Amended ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.
Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin. Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings. The applicable margin 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
10
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.
The Amended ABL Credit Facility contains various covenants and restrictive provisions that limit Cactus Companies’ and each of its subsidiaries’ ability to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The obligations under the Amended ABL Credit Facility are guaranteed by certain subsidiaries of Cactus Companies and secured by a security interest in accounts receivable, inventory, equipment and certain other real and personal property assets of Cactus Companies and the guarantors. The Amended ABL Credit Facility requires Cactus Companies to maintain a minimum fixed charge coverage ratio of 1.00 based on the ratio of EBITDA (as defined therein) minus Unfinanced Capital Expenditures (as defined therein) to Fixed Charges (as defined therein) during certain periods, including when availability under the Amended ABL Credit Facility is under certain levels. If Cactus Companies fails to perform its obligations under the Amended ABL Credit Facility, (i) the revolving commitments under the Amended ABL Credit Facility could be terminated, (ii) any outstanding borrowings under the Amended ABL Credit Facility may be declared immediately due and payable, and (iii) the lenders may commence foreclosure or other actions against the collateral.
The Amended ABL Credit Facility was amended in December 2023 to incorporate certain changes related to revised and new definitions associated with the satisfaction of payment conditions for restricted payments, investments, permitted acquisitions, periodic reporting and asset dispositions. 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.
7.Revenue
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. Product sales generally do not include right of return or other significant post-delivery obligations. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 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. 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 typically do not incur any material costs of obtaining contracts.
We do not adjust the amount of consideration per the contract for the effects of a significant financing component when we expect, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which is in substantially all cases. Payment terms and conditions vary, although terms generally include a requirement of payment within 30 to 60 days of invoicing. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. We treat shipping and handling associated with outbound freight as a fulfillment cost instead of as a separate performance obligation. We recognize the cost for the associated shipping and handling when incurred as an expense in cost of sales.
We disaggregate revenue into three categories: product revenues, rental revenues and field service and other revenues. We have predominately domestic operations, with a small amount of sales in Australia, Canada, the Middle East and other international markets. The following table presents our revenues disaggregated by category:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||
Product revenue | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
Rental revenue | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
Field service and other revenue | % | % | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||||
11
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 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.
8.Tax Receivable Agreement (“TRA”)
In connection with our initial public offering (“IPO”) in February 2018, we entered into the TRA which generally provides for payment by Cactus Inc. to certain direct and indirect owners of Cactus LLC (after the CC Reorganization, Cactus Companies) of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Cactus Inc. actually realizes, or is deemed to realize in certain circumstances. Cactus Inc. retains the benefit of the remaining 15 % of these net cash savings.
The TRA liability is calculated by determining the tax basis subject to the TRA (“tax basis”) and applying a blended tax rate to the basis differences and calculating the resulting iterative impact. The blended tax rate consists of the U.S. federal income tax rate and an assumed combined state and local income tax rate driven by the apportionment factors applicable to each state. 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 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.
The term of the TRA commenced upon completion of our IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless we exercise our right to terminate the TRA. 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 date. 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.
9.Equity
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 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).
Redemptions of CC Units
As part of the CC Reorganization in connection with the acquisition of FlexSteel, Cactus Companies acquired all of the outstanding units representing limited liability company interests of Cactus LLC (“CW Units”) in exchange for an equal number of CC Units issued to each of the previous owners of CW Units other than Cactus Inc. In connection with the CC Reorganization, Cactus Inc. and the owners of CC Units entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies (the “Cactus Companies LLC Agreement”). 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
12
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.
Dividends
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. Dividends are not paid to our Class B common stockholders; however, a corresponding distribution up to the same amount per share as our Class A common stockholders is paid to the owners of CC Units other than Cactus Inc. for any dividends declared on our Class A common stock. See further discussion of the distributions below under “Member Distributions.”
Share Repurchase Program
On June 6, 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million. Under our share repurchase program, shares may be repurchased from time to time in open market transactions or block trades, in privately negotiated transactions or any other method permitted under U.S. securities laws, rules and regulations. 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 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 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 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.
Limitation of Members’ Liability
Under the terms of the Cactus Companies LLC Agreement, the members of Cactus Companies are not obligated for debt, liabilities, contracts or other obligations of Cactus Companies. Profits and losses are allocated to members as defined in the Cactus Companies LLC Agreement.
10.Commitments and Contingencies
Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. A range of total possible losses for all litigation matters cannot be reasonably estimated. Based on our consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than as discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters. With respect to the litigation described below, if there was an adverse outcome, there could be a material impact on our business, financial condition and results of operations expected for the year. Litigation is subject to inherent uncertainties and management's view may change in the future. Therefore, there can be no assurance as to the ultimate outcome of any dispute or claim.
On August 20, 2021, Cactus filed a complaint against Cameron International Corporation (“Cameron”) in the U.S. District Court for the Southern District of Texas, Civil Action No.: 4:21-cv-02720-ASH, seeking a declaratory judgment that Cactus frac operations do not infringe certain Cameron patents and that such patents are invalid. In response to that action, Cameron has
13
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.
11.Fair Value Measurements
Authoritative guidance on fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs), observable inputs other than quoted prices in active markets (Level 2 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses approximates fair value based on the short-term nature of these accounts.
14
12.Segment Reporting
We operate in two business segments that offer different products and services and correspond to the manner in which the Company's Chief Executive Officer (the chief operating decision maker or "CODM") reviews and evaluates operating performance to make decisions about resources to be allocated to each segment.
Our reporting segments are:
•Pressure Control – engaged in the design, manufacture, sale, installation, service and associated rental of wellhead and pressure control equipment utilized during the drilling, completion and production phases of oil and gas wells.
•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 and six months ended June 30, 2025 and 2024 is summarized below.
| Three Months Ended June 30, | |||||||||||||||||
| 2025 | |||||||||||||||||
Pressure Control | Spoolable Technologies | Total | |||||||||||||||
Revenues from external customers | $ | $ | $ | ||||||||||||||
Intersegment revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
Reconciliation of revenue | |||||||||||||||||
Elimination of intersegment revenue | ( | ||||||||||||||||
Total consolidated revenues | |||||||||||||||||
Less:(1) | |||||||||||||||||
Cost of revenue from external customers | $ | $ | |||||||||||||||
Intersegment cost of revenue | |||||||||||||||||
Total cost of revenues | |||||||||||||||||
Reconciliation of cost of revenue | |||||||||||||||||
Elimination of intersegment cost of revenue | ( | ||||||||||||||||
Total consolidated cost of revenue | |||||||||||||||||
Selling, general, administrative expenses and other (2) | |||||||||||||||||
Segment profit | $ | $ | $ | ||||||||||||||
Reconciliation of segment profit | |||||||||||||||||
Elimination of intersegment profit | ( | ||||||||||||||||
Total consolidated segment profit | $ | ||||||||||||||||
Corporate expenses (3) | ( | ||||||||||||||||
Total operating income | $ | ||||||||||||||||
Interest income, net | |||||||||||||||||
Other income, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
(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.
15
| Three Months Ended June 30, | |||||||||||||||||
| 2024 | |||||||||||||||||
Pressure Control | Spoolable Technologies | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||
| Elimination of intersegment revenue | ( | ||||||||||||||||
| Total consolidated revenues | |||||||||||||||||
Less:(1) | |||||||||||||||||
| Cost of revenue from external customers | $ | $ | $ | ||||||||||||||
| Intersegment cost of revenue | |||||||||||||||||
| Total cost of revenues | |||||||||||||||||
| Reconciliation of cost of revenue | |||||||||||||||||
| Elimination of intersegment cost of revenue | ( | ||||||||||||||||
| Total consolidated cost of revenue | |||||||||||||||||
Selling, general, administrative expenses and other (2) | |||||||||||||||||
| Segment profit | $ | $ | $ | ||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||
| Elimination of intersegment profit | ( | ||||||||||||||||
| Total consolidated segment profit | $ | ||||||||||||||||
Corporate expenses (3) | ( | ||||||||||||||||
| Total operating income | $ | ||||||||||||||||
| Interest income, net | |||||||||||||||||
| Other income, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
(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.
16
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | |||||||||||||||||
Pressure Control | Spoolable Technologies | Total | |||||||||||||||
| Revenues from external customers | $ | $ | $ | ||||||||||||||
| Intersegment revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Reconciliation of revenue | |||||||||||||||||
| Elimination of intersegment revenue | ( | ||||||||||||||||
| Total consolidated revenues | |||||||||||||||||
Less:(1) | |||||||||||||||||
| Cost of revenue from external customers | $ | $ | $ | ||||||||||||||
| Intersegment cost of revenue | |||||||||||||||||
| Total cost of revenues | |||||||||||||||||
| Reconciliation of cost of revenue | |||||||||||||||||
| Elimination of intersegment cost of revenue | ( | ||||||||||||||||
| Total consolidated cost of revenue | |||||||||||||||||
Selling, general, administrative expenses and other (2) | |||||||||||||||||
| Segment profit | $ | $ | $ | ||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||
| Elimination of intersegment profit | ( | ||||||||||||||||
| Total consolidated segment profit | $ | ||||||||||||||||
Corporate expenses (3) | ( | ||||||||||||||||
| Total operating income | $ | ||||||||||||||||
| Interest income, net | |||||||||||||||||
| Other income, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
(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.
17
| Six Months Ended June 30, | |||||||||||||||||
| 2024 | |||||||||||||||||
Pressure Control | Spoolable Technologies | Total | |||||||||||||||
Revenues from external customers | $ | $ | $ | ||||||||||||||
Intersegment revenue | |||||||||||||||||
| Total revenues | |||||||||||||||||
Reconciliation of revenue | |||||||||||||||||
Elimination of intersegment revenue | ( | ||||||||||||||||
Total consolidated revenues | |||||||||||||||||
Less:(1) | |||||||||||||||||
Cost of revenue from external customers | $ | $ | $ | ||||||||||||||
Intersegment cost of revenue | |||||||||||||||||
| Total cost of revenues | |||||||||||||||||
Reconciliation of cost of revenue | |||||||||||||||||
Elimination of intersegment cost of revenue | ( | ||||||||||||||||
Total consolidated cost of revenue | |||||||||||||||||
Selling, general, administrative expenses and other (2) | |||||||||||||||||
| Segment profit | $ | $ | $ | ||||||||||||||
Reconciliation of segment profit | |||||||||||||||||
Elimination of intersegment profit | ( | ||||||||||||||||
Total consolidated segment profit | $ | ||||||||||||||||
Corporate expenses (3) | ( | ||||||||||||||||
Total operating income | $ | ||||||||||||||||
| Interest income, net | |||||||||||||||||
| Other income, net | |||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||
(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. The expenses for Spoolable Technologies also include the change in fair value of the earn-out liability.
Assets are not reported to the CODM on a segment basis as it is not a meaningful measure used to run the business.
18
13.Earnings per Share
Basic earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during the period by the weighted average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share of Class A common stock is calculated by dividing the net income attributable to Cactus Inc. during that period by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.
We use the if-converted method to determine the potential dilutive effect of outstanding CC Units and corresponding shares of outstanding Class B common stock. We use the treasury stock method to determine the potential dilutive effect of unvested stock-based compensation awards assuming that the proceeds will be used to purchase shares of Class A common stock. For our unvested performance stock units, we first apply the criteria for contingently issuable shares before determining the potential dilutive effect using the treasury stock method.
The following table summarizes the basic and diluted earnings per share calculations:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Numerator: | |||||||||||||||||||||||
Net income attributable to Cactus Inc.—basic | $ | $ | $ | $ | |||||||||||||||||||
Net income attributable to non-controlling interest (1) | |||||||||||||||||||||||
Net income attributable to Cactus Inc.—diluted (1) | $ | $ | $ | $ | |||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average Class A shares outstanding—basic | |||||||||||||||||||||||
Effect of dilutive shares (2) | |||||||||||||||||||||||
Weighted average Class A shares outstanding—diluted (2) | |||||||||||||||||||||||
Earnings per Class A share—basic | $ | $ | $ | $ | |||||||||||||||||||
Earnings per Class A share—diluted (1)(2) | $ | $ | $ | $ | |||||||||||||||||||
(1)The numerator is adjusted in the calculation of diluted earnings per share under the if-converted method to include net income attributable to the non-controlling interest calculated as its pre-tax income adjusted for a corporate effective tax rate of 26 % for the six months ended June 30, 2024.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Except as otherwise indicated or required by the context, all references in this Quarterly Report to the “Company,” “Cactus,” “we,” “us” and “our” refer to Cactus, Inc. (“Cactus Inc.”) and its consolidated subsidiaries, unless we state otherwise or the context otherwise requires. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated as discussed in these forward-looking statements as a result of a variety of risks and uncertainties, which are difficult to predict, including those described above in “Cautionary Note Regarding Forward-Looking Statements,” and in the risk factors included in “Part I, Item 1A. Risk Factors” in our 2024 Annual Report and "Part II, Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and this Quarterly Report. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements except as otherwise required by law.
Executive Summary
Cactus is an equipment solutions provider primarily for onshore oil and gas markets. Founded in 2011 by a management group that previously operated two of the largest wellhead providers at the time, Cactus has rapidly grown to be a leading provider of wellhead solutions to the U.S. onshore market. On February 28, 2023, Cactus acquired FlexSteel, which similarly grew from its founding in 2003 to its current status as a leading provider of spoolable pipe technologies, primarily to the U.S. onshore market. We believe this acquisition enhances our position as a premier manufacturer and provider of highly engineered equipment to the exploration and production ("E&P") industry and should provide meaningful growth. We further believe FlexSteel’s products are highly complementary to Cactus’ equipment as it expands our exposure to our customers’ operations from production trees to transportation of oil, gas and other liquids, as well as to additional customers operating in the midstream area.
Demand for our products and services depends primarily upon oil and gas industry activity levels, including the number of active drilling rigs, the number of wells being drilled, the number of wells being completed, and the volume of newly producing wells, among other factors.
Revenues
Our revenues are derived from three sources: products, rentals, and field service and other. Product revenues are derived from the sale of wellhead systems, production trees and spoolable pipe and fittings. Rental revenues are derived from the rental of equipment used during the completion process, the repair of such equipment, and the rental of equipment or tools used to install wellhead equipment or spoolable pipe. Field service and other revenues are earned when we provide installation and other field services for both product sales and equipment rental.
During the six months ended June 30, 2025, we derived 75% of total revenues from the sale of our products, 9% of total revenues from rental and 16% of total revenues from field service and other. During the six months ended June 30, 2024, we derived 76% of total revenues from the sale of our products, 9% of total revenues from rental and 15% of total revenues from field service and other. We have predominantly domestic operations, with more limited operations in Australia, Canada, and the Middle East, as well as sales in other international markets.
We operate in two business segments consisting of the Pressure Control segment and the Spoolable Technologies segment.
Pressure Control
The Pressure Control segment designs, manufactures, sells and rents a range of wellhead and pressure control equipment under the Cactus Wellhead brand. Products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of our customers’ wells. In addition, we provide field services for all of our products and rental items to assist with the installation, maintenance and handling of the equipment.
We operate through service centers in the United States, which are strategically located in the key oil and gas producing regions, and in Australia. These service centers support our field services and provide equipment assembly and repair services. We also provide rental and service operations in the Kingdom of Saudi Arabia. Pressure Control manufacturing and production facilities are located in Bossier City, Louisiana, Suzhou, China, and Vietnam.
20
Demand for our product sales in the Pressure Control segment is driven primarily by the number of new wells drilled, as each new well requires a wellhead and, after the completion phase, a production tree. Demand for our rental items is driven primarily by the number of well completions as we rent frac trees to oil and gas operators to assist in hydraulic fracturing. Rental demand is also driven to a lesser extent by drilling activity as we rent tools used in the installation of wellheads. Field service and other revenues are closely correlated with revenues from product sales and rentals, as items sold or rented almost always have an associated service component.
Spoolable Technologies
The Spoolable Technologies segment designs, manufactures, and sells spoolable pipe and associated end fittings under the FlexSteel brand. Our customers use these products primarily as production, gathering, and takeaway pipelines to transport oil, gas or other liquids. In addition, we also provide field services and rental items to assist our customers with the installation of these products. We support our field service operations through service centers and pipe yards located in oil and gas regions throughout the United States and Western Canada. Our manufacturing facility is located in Baytown, Texas.
Demand for our product sales in the Spoolable Technologies segment is driven primarily by the number of wells being placed into production after the completions phase, as customers use our spoolable pipe and associated fittings to bring wells more rapidly onto production. Rental and field service and other revenues are closely correlated with revenues from product sales, as items sold usually have an associated rental and service component.
Recent Developments and Trends
Oil and Natural Gas Prices
The following table summarizes average oil and natural gas prices in North America over the indicated periods, as well as industry activity levels as reflected by the average number of active onshore drilling rigs during the same periods.
| Three Months Ended | Six Months Ended | |||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||||||
WTI Oil Price ($/bbl) (1) | $ | 64.57 | $ | 71.78 | $ | 68.12 | $ | 79.69 | ||||||||||||||||||
Natural Gas Price ($/MMBtu) (2) | $ | 3.19 | $ | 4.14 | $ | 3.66 | $ | 2.02 | ||||||||||||||||||
U.S. Land Drilling Rigs (3) | 556 | 572 | 564 | 593 | ||||||||||||||||||||||
(1) EIA Cushing, OK West Texas Intermediate ("WTI") spot price.
(2) EIA Henry Hub Natural Gas spot price per million British Thermal Unit (“MMBtu”).
(3) Based on data made publicly available by Baker Hughes Company.
In the second quarter of 2025, average U.S. land drilling activity levels declined approximately 3% compared to the first quarter of 2025 as weaker commodity prices and an uncertain global economic outlook impacted activity levels. Average natural gas prices were down approximately 23% from the first quarter of 2025. First quarter 2025 prices were elevated as a cold winter led to higher draws than anticipated in early 2025, but stocks have since recovered to above the five-year average which reduced pricing in the second quarter. The outlook for natural gas demand remains strong. Average oil prices declined 10% in the second quarter of 2025, largely due to OPEC+ announcing their intention to substantially unwind production cuts of 2.2 million barrels per day that have been in place since 2023, which has increased market fears of a potential supply surplus.
U.S. Trade Policies
Over the course of 2025, the Trump administration has implemented and announced a number of new tariffs, including new Section 232 tariffs of 50% on imports of steel and certain products made from steel from most countries outside of the U.S., Synthetic Opioid tariffs of 20% on all imports from China, and broad “Reciprocal” tariffs with varying rates applied to U.S. trading partners across the globe. As of mid-July, most Reciprocal tariffs have been temporarily paused until August 1, 2025, except for those applied to certain countries, including China. After these tariff announcements, global equity, bond and currency markets have experienced heightened levels of volatility due to the potential disruption to global trade, the increasingly uncertain global economic and inflation outlook, and the negative implications of reduced consumer demand for potentially more expensive imported products and energy.
21
We are incurring, and expect to continue to incur, elevated tariff expenses on our goods imported from Vietnam and China, and experience generally higher steel input costs at our Bossier City manufacturing facility as a result of the broad Section 232 tariffs, which should both impact profitability to the extent we cannot offset such increases with cost reduction efforts and increased pricing. The weaker oil demand and increased supply outlook and associated decline in commodity pricing has led and is likely to continue to lead to lower U.S. land drilling and completion activity levels as 2025 progresses, and correspondingly reduced demand for our products and services.
Pillar Two Framework
Certain members of the Organization for Economic Cooperation and Development (“OECD”) enacted rules (“Pillar Two”) for a new, global minimum tax of at least 15% on income arising in low-tax jurisdictions. On June 28, 2025, the Group of Seven announced an update to the Pillar Two regime with a proposed ‘side by side’ solution. The ‘side by side’ proposal would fully exclude the Company and other U.S. parented groups from the impacts of Pillar Two in respect of both foreign and domestic profits, other than a foreign minimum tax. The Company continues to evaluate the impact of both currently enacted and proposed provisions and estimates the impacts to income tax expense to be immaterial.
2025 Tax Legislation
On July 4, 2025, tax legislation colloquially known as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA includes tax provisions such as the reinstatement of bonus depreciation and expensing of domestic research and development expenditures. As a result of this legislation, we anticipate the OBBBA will lead to accelerated tax deductions that will reduce current tax expense with an offset to deferred tax expense. The Company continues to evaluate the impacts of this legislation but anticipates the impact to total income tax expense will be immaterial.
Baker Hughes Transaction
In June 2025, Cactus Companies entered into a Framework Agreement (the “Framework Agreement”) with Baker Hughes Holdings LLC (“Baker Hughes Holdings”) and Baker Hughes Pressure Control LP (“Baker Hughes Pressure Control”), each of which is an indirect subsidiary of Baker Hughes Company, pursuant to which the Company will acquire a controlling interest in Baker Hughes Company’s surface pressure control business.
Prior to the closing of the transactions contemplated by the Framework Agreement (“(the “Closing”), Baker Hughes Holdings will effect certain restructuring transactions on the terms and subject to the conditions set forth in the Framework Agreement, as a result of which Baker Hughes Pressure Control or certain of its subsidiaries will own the Business Assets and the Business Liabilities (each as defined in the Framework Agreement) (collectively, the “Acquired Business”).
At Closing and pursuant to the Framework Agreement, Baker Hughes Holdings or one or more affiliates thereof will sell 65% of the limited liability company membership interests in Baker Hughes Pressure Control to Cactus Companies or an affiliate thereof for a cash purchase price of $344.5 million, subject to certain working capital, cash, debt, capital expenditure and other customary adjustments after Closing (such transaction, the “Baker Hughes Transaction” and the strategic relationship created thereby, the “Joint Venture”). Subject to satisfaction of the closing conditions, the Baker Hughes Transaction is expected to close in either late 2025 or early 2026.
Critical Accounting Policies and Estimates
A discussion of our critical accounting policies and estimates is contained in our 2024 Annual Report on Form 10-K. There have not been any changes in our critical accounting policies since December 31, 2024.
22
Consolidated Results of Operations
The following discussions relating to significant line items from our condensed consolidated statements of income are based on available information and represent our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where reasonably practicable, have quantified the impact of such items.
We have two operating segments consisting of the Pressure Control segment and the Spoolable Technologies segment. Our results of operations are evaluated by the Chief Executive Officer on a consolidated basis as well as at the segment level. The performance of our operating segments is primarily evaluated based on segment operating income (in addition to other measures), which is defined as income before taxes and before interest income (expense), net, other income (expense), net and corporate and other expenses not allocated to the operating segments.
Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025
The following table presents a summary of the segment consolidated operating results for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | $ Change | % Change | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Pressure Control | $ | 179,772 | $ | 190,277 | $ | (10,505) | (5.5) | % | |||||||||||||||
| Spoolable Technologies | 96,225 | 92,578 | 3,647 | 3.9 | |||||||||||||||||||
| Corporate and other | (2,422) | (2,536) | 114 | 4.5 | |||||||||||||||||||
| Total revenues | 273,575 | 280,319 | (6,744) | (2.4) | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Pressure Control | 42,333 | 54,333 | (12,000) | (22.1) | |||||||||||||||||||
| Spoolable Technologies | 28,053 | 23,876 | 4,177 | 17.5 | |||||||||||||||||||
| Total segment operating income | 70,386 | 78,209 | (7,823) | (10.0) | |||||||||||||||||||
| Corporate and other expenses | (9,581) | (9,597) | 16 | 0.2 | |||||||||||||||||||
| Total operating income | 60,805 | 68,612 | (7,807) | (11.4) | |||||||||||||||||||
| Interest income, net | 2,518 | 2,325 | 193 | 8.3 | |||||||||||||||||||
| Income before income taxes | 63,323 | 70,937 | (7,614) | (10.7) | |||||||||||||||||||
| Income tax expense | 14,276 | 16,832 | (2,556) | (15.2) | |||||||||||||||||||
| Net income | 49,047 | 54,105 | (5,058) | (9.3) | |||||||||||||||||||
| Less: net income attributable to non-controlling interest | 8,718 | 9,882 | (1,164) | (11.8) | |||||||||||||||||||
| Net income attributable to Cactus Inc. | $ | 40,329 | $ | 44,223 | $ | (3,894) | (8.8) | % | |||||||||||||||
Pressure Control. Pressure Control revenue for the second quarter of 2025 was $179.8 million, a decrease of $10.5 million, or 5.5%, from the first quarter of 2025 primarily due to lower rental revenue and lower sales of wellhead and production from reduced customer activity levels in the second quarter. Pressure Control operating income of $42.3 million for the second quarter of 2025 decreased $12.0 million, or 22.1% from the first quarter of 2025 primarily due to lower operating leverage resulting from the reduced volume, increased tariff impacts to product margins and increased legal expenses and reserves recognized in connection with litigation claims.
Spoolable Technologies. Spoolable Technologies revenue for the second quarter of 2025 was $96.2 million, an increase of $3.6 million, or 3.9% from the first quarter of 2025 primarily due to higher customer activity levels in the seasonally strong second quarter. Total operating income for Spoolable Technologies for the second quarter of 2025 was $28.1 million, compared to operating income of $23.9 million for the first quarter of 2025, an increase of $4.2 million, or 17.5%, from the first quarter of 2025. The increase in operating income was primarily due to higher volume and higher operating leverage.
Corporate and other. Corporate and other revenue represents the elimination of inter-segment sales from our Pressure Control segment to our Spoolable Technologies segment. Corporate and other expenses include costs associated with executive
23
management and other administrative functions not directly attributable to our reporting segment. Corporate and other expenses for the second quarter of 2025 were flat sequentially. The expenses in both quarters include similar levels of expenses for professional fees associated with the Baker Hughes Transaction.
Interest income, net. Interest income, net was $2.5 million for the second quarter of 2025 and $2.3 million for the first quarter of 2025. The interest income, net is primarily comprised of interest income earned on the invested cash balance.
Income tax expense. Income tax expense for the second quarter of 2025 was $14.3 million compared to $16.8 million for the first quarter of 2025. The decrease in income tax expense from the second quarter was due to a decrease in operating income quarter-over-quarter. Cactus Inc. is only subject to federal and state income tax on its share of income from Cactus Companies. Income allocated to the non-controlling interest is only taxable to the non-controlling interest.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following table presents a summary of the segment consolidated operating results for the periods indicated:
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Pressure Control | $ | 370,049 | $ | 362,220 | $ | 7,829 | 2.2 | % | |||||||||||||||
| Spoolable Technologies | 188,803 | 202,811 | (14,008) | (6.9) | |||||||||||||||||||
| Corporate and other | (4,958) | (519) | (4,439) | nm | |||||||||||||||||||
| Total revenues | 553,894 | 564,512 | (10,618) | (1.9) | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Pressure Control | 96,666 | 107,344 | (10,678) | (9.9) | |||||||||||||||||||
| Spoolable Technologies | 51,929 | 46,434 | 5,495 | 11.8 | |||||||||||||||||||
| Total segment operating income | 148,595 | 153,778 | (5,183) | (3.4) | |||||||||||||||||||
| Corporate and other expenses | (19,178) | (11,409) | (7,769) | (68.1) | |||||||||||||||||||
| Total operating income | 129,417 | 142,369 | (12,952) | (9.1) | |||||||||||||||||||
Interest income, net | 4,843 | 2,094 | 2,749 | nm | |||||||||||||||||||
| Income before income taxes | 134,260 | 144,463 | (10,203) | (7.1) | |||||||||||||||||||
| Income tax expense | 31,108 | 31,589 | (481) | (1.5) | |||||||||||||||||||
| Net income | 103,152 | 112,874 | (9,722) | (8.6) | |||||||||||||||||||
| Less: net income attributable to non-controlling interest | 18,600 | 24,081 | (5,481) | (22.8) | |||||||||||||||||||
| Net income attributable to Cactus Inc. | $ | 84,552 | $ | 88,793 | $ | (4,241) | (4.8) | % | |||||||||||||||
| nm = not meaningful | |||||||||||||||||||||||
Pressure Control. Pressure Control revenue was $370.0 million for the first six months of 2025, an increase of $7.8 million, or 2.2%, from the first six months of 2024, primarily due to increased intersegment sales with Spoolable Technologies. Further, enhanced customer drilling efficiencies contributed to higher product volume sold, notwithstanding a decline in rig counts. Operating income of $96.7 million in the first six months of 2025 decreased $10.7 million, or 9.9%, from the first six months of 2024. The decrease was primarily attributable to escalated tariff cost impacts on product margins in the second quarter of 2025, as well as increased legal expenses and reserves recognized in connection with litigation claims.
Spoolable Technologies. Spoolable Technologies revenue for the first six months of 2025 was $188.8 million, a decrease of $14.0 million, or 6.9%, from the first six months of 2024, primarily due to reduced customer activity levels. Total operating income was $51.9 million in the first six months of 2025, an increase of $5.5 million, or 11.8%, compared to operating income of $46.4 million in the first six months of 2024. Operating income for the first six months of 2025 reflected improved operating
24
efficiencies, which were partly offset by the impact of the lower volume. Operating income for the first six months of 2024 included approximately $16.2 million of expense related to the change in fair value of the estimated earn-out liability.
Corporate and other. Corporate and other revenue represents the elimination of inter-segment sales from our Pressure Control segment to our Spoolable Technologies segment. Corporate and other expenses include costs associated with executive management and other administrative functions not directly attributable to our reporting segment. Corporate and other expenses for the first six months of 2025 was $19.2 million, an increase of $7.8 million, or 68.1% from the first six months of 2024. The increase was largely attributable to professional fees associated with the Baker Hughes Transaction.
Interest income, net. Interest income, net for the first six months of 2025 was $4.8 million, compared to $2.1 million for the first six months of 2024. The increase was due to an increase in interest income earned on cash invested during period.
Income tax expense. Income tax expense for the first six months of 2025 was $31.1 million compared to $31.6 million for the first six months of 2024. The decrease in income tax expense from the first six months of 2024 was primarily due to a decrease in operating income during the first six months of 2025, partially offset by an additional $1.2 million of expense related to the revaluation of our deferred tax asset as a result of a change in our forecasted state income tax rate.
Liquidity and Capital Resources
At June 30, 2025, we had $405.2 million of cash and cash equivalents. Our primary sources of liquidity and capital resources are cash on hand, cash flows generated by operating activities, and borrowings under our Amended ABL Credit Facility (as defined in Note 6 in the notes to the unaudited condensed consolidated financial statements). Depending upon market conditions and other factors, we may also have the ability to issue additional equity and debt if needed. As of June 30, 2025, we had $222.6 million of available borrowing capacity under our Amended ABL Credit Facility with no outstanding borrowings, and $2.4 million in letters of credit outstanding. We were in compliance with the covenants of the Amended ABL Credit Facility as of June 30, 2025.
In June 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million. Under our share repurchase program, shares may be repurchased from time to time in open market transactions or block trades, in privately negotiated transactions, or any other method permitted under U.S. securities laws, rules and regulations. 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. As of June 30, 2025, $146.3 million remained authorized for future repurchases of Class A common stock under the program.
We believe that our existing cash on hand, cash generated from operations and available borrowings under our Amended ABL Credit Facility will be sufficient for at least the next 12 months to meet our short-term anticipated cash requirements, including working capital requirements, the cash purchase price related to the Baker Hughes Transaction, debt service obligations, anticipated capital expenditures, repurchases of shares of our Class A common stock, expected Tax Receivable Agreement ("TRA") liability payments, anticipated tax liabilities, and dividends to holders of our Class A common stock as well as pro rata cash distributions to holders of CC Units other than Cactus Inc. We expect to utilize cash on hand and funds from the undrawn Amended ABL Credit Facility to fund the cash purchase price related to the Baker Hughes Transaction. However, we may elect to pursue one or more debt financing transactions prior to the Closing to enhance liquidity.
We currently estimate our net capital expenditures for the year ending December 31, 2025 will range from $40 to $45 million. In the Pressure Control segment, capital expenditures are primarily related to rental fleet investments, international expansion and diversification of our low cost supply chain. In the Spoolable Technologies segment, capital expenditures are primarily related to manufacturing plant enhancements and additional deployment equipment used for product installation.
Our ability to satisfy our long-term liquidity requirements, including cash requirements to fund income tax liabilities and the TRA liability at Cactus Inc., along with associated distributions to holders of CC Units relating to their ownership of Cactus Companies, depends on our future operating performance, which is affected by, and subject to, prevailing economic conditions, market conditions in the E&P industry, availability and cost of raw materials, and financial, business and other factors, many of which are beyond our control. We will not be able to predict or control many of these factors, such as economic conditions in the markets where we operate, and competitive pressures. If necessary, we would likely choose to further reduce our spending on capital expenditures and operating expenses to ensure we operate within the cash flow generated from our operations.
25
Cash Flows
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following table summarizes our cash flows for the periods indicated:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 124,380 | $ | 164,218 | |||||||
| Net cash used in investing activities | (26,507) | (14,054) | |||||||||
Net cash used in financing activities | (36,546) | (37,195) | |||||||||
Net cash provided by operating activities was $124.4 million and $164.2 million for the six months ended June 30, 2025 and 2024, respectively. Operating cash flows for the six months ended June 30, 2025 decreased primarily due to lower earnings and an increase in working capital.
Net cash used in investing activities was $26.5 million and $14.1 million for the six months ended June 30, 2025 and 2024, respectively. The increase for the six months ended June 30, 2025 was primarily due to the initial investment of $6.0 million related to our joint venture in Vietnam intended to diversify our manufacturing capabilities as well as an increase in capital expenditures.
Net cash used in financing activities was $36.5 million for the six months ended June 30, 2025 compared to $37.2 million for the six months ended June 30, 2024. The decrease in net cash used in financing activities for the six months ended June 30, 2025 was primarily related to a decrease in share repurchases of $2.8 million. partially offset by an increase in the payment of Class A share dividends of $2.0 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risk, see Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our 2024 Annual Report. Our exposure to market risk has not changed materially since December 31, 2024.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission ("SEC"). Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2025 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes.
A range of total possible losses for all litigation matters cannot be reasonably estimated. Based on our consideration of all relevant facts and circumstances, we do not expect the ultimate outcome of currently pending lawsuits or claims against us, other than as discussed below, will have a material adverse effect on our financial position, results of operations or cash flows, however, there can be no assurance as to the ultimate outcome of these matters. With respect to the litigation described below, if there was an adverse outcome there could be a material impact on our business, financial condition and results of operations expected for the year. Litigation is subject to inherent uncertainties and management's view may change in the future. Therefore, there can be no assurance as to the ultimate outcome of any dispute or claim.
On August 20, 2021, Cactus filed a complaint against Cameron International Corporation (“Cameron”) in the U.S. District Court for the Southern District of Texas, Civil Action No.: 4:21-cv-02720-ASH, seeking a declaratory judgment that Cactus frac operations do not infringe certain Cameron patents and that such patents are invalid. In response to that action, Cameron has asserted infringement of certain of those patents by Cactus’ SafeLink® frac flow system and is seeking past royalties and other damages related to the alleged infringement. The parties have been unable to reach an amicable settlement. The jury trial, originally scheduled on June 9, 2025, was delayed and no new trial date has been set. At this time, we are not able to predict the outcome of these claims.
Item 1A. Risk Factors.
In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our 2024 Annual Report, “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in our other filings with the SEC, which could materially affect our business, results of operations, financial condition or cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition or cash flows. There have been no material changes in our risk factors from those described in our 2024 Annual Report, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and our other SEC filings, except as follows:
We may not realize the anticipated benefits from the Baker Hughes Transaction and the Baker Hughes Transaction could adversely impact our business and our operating results.
We may not be able to achieve the full potential strategic and financial benefits that we expect to achieve from the Baker Hughes Transaction, or such benefits may be delayed or not occur at all, including if we are unable to complete the Baker Hughes Transaction. We may not achieve the anticipated benefits from the Baker Hughes Transaction for a variety of reasons, including, among others, unanticipated costs, charges and expenses. For example, the capital needs of the Acquired Business may exceed our current expectations. In addition, we may not achieve the anticipated unrealized benefits of operational initiatives expected to be taken upon consummation of the Baker Hughes Transaction. If we fail to achieve some or all of the benefits expected to result from the Baker Hughes Transaction, or if such benefits are delayed, our business could be harmed.
The Baker Hughes Transaction may not occur at all, or may not occur within the expected time frame, which may negatively affect the benefits we expect to obtain from the transaction and increase transaction costs.
No assurance can be provided that the Baker Hughes Transaction will be completed in the manner and on the time frame currently anticipated, or at all. Completion of the Baker Hughes Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Framework Agreement, and the satisfaction or waiver of certain of such conditions is beyond our control. If a condition is neither satisfied nor waived, the completion of the Baker Hughes Transaction may be prevented, delayed or otherwise materially adversely affected. If the Baker Hughes Transaction is not completed on or before December 31, 2025, it is possible that the Baker Hughes Framework Agreement may be terminated in accordance with its terms. Any delay in completing the Baker Hughes Transaction may adversely affect the cost savings and other benefits that we expect to achieve from the Baker Hughes Transaction. If the Baker Hughes Transaction is completed but not within the expected time frame, such delay could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Baker Hughes Transaction.
27
We may experience difficulties in integrating the operations of the Joint Venture into our business and in realizing the expected benefits of the Baker Hughes Transaction.
The success of the Baker Hughes Transaction, if completed, will depend in part on our ability to realize the anticipated business opportunities from the operations of the Joint Venture. The integration process could take longer than anticipated and could result in the loss of key employees from the Company and/or the Joint Venture, the disruption of the Company's and/or the Joint Venture's ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures or policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the Baker Hughes Transaction, and could harm our financial performance. The Company does not currently have any significant infrastructure in most of the countries where the Joint Venture will do business. While Baker Hughes will provide limited transition services, if we are unable to successfully or timely integrate and support the operations of the Joint Venture, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the Baker Hughes Transaction, and our business, results of operations and financial condition could be materially and adversely affected.
The Joint Venture may have liabilities that are not known to us and the indemnities negotiated in the Framework Agreement may not offer adequate protection.
As part of the Baker Hughes Transaction, the Joint Venture will assume certain liabilities of the Acquired Business. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into the Acquired Business. We may also have not correctly assessed the significance of certain liabilities of the Acquired Business identified in the course of our due diligence. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. As we integrate the Acquired Business into our operations, we may learn additional information about the Acquired Business, such as unknown or contingent liabilities and issues relating to compliance with applicable laws, that could potentially have an adverse effect on our business, financial condition and results of operations.
After the Closing we will not be able to enforce claims with respect to certain of the representations and warranties that Baker Hughes Holdings made in the Framework Agreement.
Under the Framework Agreement, Baker Hughes Holdings gave customary representations and warranties related to the Acquired Business. After the Closing, we will not be able to enforce any claims against Baker Hughes Holdings, Baker Hughes Pressure Control or their respective affiliates relating to breaches of certain representations and warranties in the Framework Agreement, except in the case of fraud as provided in the Framework Agreement. Accordingly, the liability of these entities with respect to breaches of Baker Hughes Holdings’ representations and warranties under the Framework Agreement is limited. To provide for coverage against certain breaches by Baker Hughes Holdings of its representations and warranties in the Framework Agreement and certain pre-closing taxes of the Joint Venture, we have obtained a representation and warranty insurance policy. The policy is subject to a retention amount, exclusions, policy limits and certain other customary terms and conditions.
The Baker Hughes Transaction represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regions.
Our operations have historically focused on the United States. The Baker Hughes Transaction represents an expansion into the Middle East and other jurisdictions. Certain aspects related to operating in these new jurisdictions may not be as familiar to us as our current operating jurisdictions. As a result, we may encounter obstacles that may cause us not to achieve the expected results of the Baker Hughes Transaction. These obstacles may include a less familiar and more volatile geopolitical landscape, new customers with whom we have no established relationship and just a small number of which account for the preponderance of the Acquired Business’ revenue, pressure from local governments to hire local employees, use local suppliers or to direct business to nationalized companies, unfamiliar operating conditions, and a distinct regulatory environment. Our future success will depend, in part, upon our ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and jurisdictions and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the increase in the size of our business. Any adverse conditions, regulations or developments related to our expansion into or within these new jurisdictions may have a negative impact on our business, financial condition and results of operations.
28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following sets forth information with respect to our repurchases of Class A common stock during the three months ended June 30, 2025 (in whole shares).
| Period | Total number of shares purchased (1) | Weighted-average price paid per share (2) | Total number of shares purchased as part of publicly announced plans or programs (3) | Maximum dollar value of shares that may yet be purchased under the plans or program (3) | ||||||||||||||||||||||||||||||||||
April 1-30, 2025 | 1,197 | $ | 37.81 | — | $ | — | ||||||||||||||||||||||||||||||||
May 1-31, 2025 | 3,273 | $ | 41.32 | — | $ | — | ||||||||||||||||||||||||||||||||
June 1-30, 2025 | 717 | $ | 44.10 | — | $ | — | ||||||||||||||||||||||||||||||||
| Total | 5,187 | $ | 40.90 | — | $ | 146,302,153 | ||||||||||||||||||||||||||||||||
(1)Consists of shares of Class A common stock repurchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.
(2)Average price paid for Class A common stock purchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.
(3)In June 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million.
Item 5. Other Information.
During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
29
Item 6. Exhibits.
The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.
| Exhibit No. | Description | |||||||
2.1# | Framework Agreement by and among Baker Hughes Holdings LLC, Cactus Companies, LLC and Baker Hughes Pressure Control LP, dated as of June 2, 2025 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2025) | |||||||
| 3.1 | Restated Certificate of Incorporation of Cactus, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024) | |||||||
| 3.2 | Amended and Restated Bylaws of Cactus, Inc. (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024) | |||||||
10.1* | Second Amendment, dated as of June 2, 2025, to the Amended and Restated Credit Agreement among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender | |||||||
10.2 | Cactus, Inc. Long-Term Incentive Plan (amended and restated effective May 13, 2025) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 1, 2025) | |||||||
| 31.1* | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
| 31.2* | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.1** | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2** | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Definition Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
# All or certain of the schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment of omitted items.
* Filed herewith.
** Furnished herewith.
30
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, thereunto duly authorized.
| Cactus, Inc. | |||||||||||
| July 31, 2025 | By: | /s/ Scott Bender | |||||||||
| Date | Scott Bender Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) | ||||||||||
| July 31, 2025 | By: | /s/ Jay A. Nutt | |||||||||
| Date | Jay A. Nutt Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||||||
31
Source:
FAQ
How much capital did IMCC raise in the July 2025 private placement?
The company raised C$5,622,522 (鈮圲S$4.1 million) in gross proceeds.
What securities were issued in IM Cannabis's private placement?
Investors bought 2,050,000 Units, each containing one common share or pre-funded warrant and one five-year warrant at C$3.43.
When do the newly issued warrants expire?
Both the investor warrants and the 140,000 advisor warrants are exercisable immediately and expire 60 months from issuance.
What will IMCC use the private placement proceeds for?
Proceeds are allocated to general working capital, repayment of existing indebtedness and corporate purposes.
When will IM Cannabis file the resale registration statement?
IMCC must file a Form F-3 registration within 30 days of the 30 Jul 2025 closing date.
What compensation did Pure Equity receive for advising on the deal?
Pure Equity receives a US$260,000 cash fee and 140,000 warrants exercisable at US$2.50 for five years.
Cactus
NYSE:WHD
WHD Rankings
WHD Latest News
Jul 30, 2025
Cactus Announces Second Quarter 2025 Results
Apr 30, 2025
Cactus Announces First Quarter 2025 Results
WHD Stock Data
3.21B
67.84M
0.68%
111.96%
4.72%
Oil & Gas Equipment & Services
Oil & Gas Field Machinery & Equipment
United States
HOUSTON