8-K
Cactus, Inc. (WHD)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 29, 2025
______________________________________________________________________________
Cactus, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| Delaware | 001-38390 | 35-2586106 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
920 Memorial City Way, Suite 300
Houston, Texas 77024
(Address of principal executive offices)
(Zip Code)
(713) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.01 | WHD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02.
On October 29, 2025, Cactus, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 2.02 by reference.
The information being furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press Release of Cactus, Inc. dated October 29, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cactus, Inc. | ||
|---|---|---|
| October 29, 2025 | By: | /s/ Jay A. Nutt |
| Date | Name: | Jay A. Nutt |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |
3
Document
Exhibit 99.1
Cactus Announces Third Quarter 2025 Results
HOUSTON – October 29, 2025 – Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the third quarter of 2025.
Third Quarter Highlights
•Revenue of $264.0 million and operating income of $61.2 million;
•Net income of $50.2 million and diluted earnings per Class A share of $0.60;
•Adjusted net income(1) of $53.7 million and diluted earnings per share, as adjusted(1) of $0.67;
•Net income margin of 19.0% and adjusted net income margin(1) of 20.4%;
•Adjusted EBITDA(2) and Adjusted EBITDA margin(2) of $86.9 million and 32.9%, respectively;
•Cash flow from operations of $61.8 million;
•Cash and cash equivalents of $445.6 million, with no bank debt outstanding as of September 30, 2025; and
•In October 2025, the Board of Directors declared a quarterly cash dividend of $0.14 per Class A share.
Financial Summary
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | |||||||
| 2025 | 2025 | 2024 | |||||||
| (in thousands) | |||||||||
| Revenues | $ | 263,954 | $ | 273,575 | $ | 293,181 | |||
| Operating income(3) | $ | 61,234 | $ | 60,805 | $ | 76,792 | |||
| Operating income margin | 23.2 | % | 22.2 | % | 26.2 | % | |||
| Net income | $ | 50,188 | $ | 49,047 | $ | 62,437 | |||
| Net income margin | 19.0 | % | 17.9 | % | 21.3 | % | |||
| Adjusted net income(1) | $ | 53,719 | $ | 53,249 | $ | 63,479 | |||
| Adjusted net income margin(1) | 20.4 | % | 19.5 | % | 21.7 | % | |||
| Adjusted EBITDA(2) | $ | 86,943 | $ | 86,677 | $ | 100,370 | |||
| Adjusted EBITDA margin(2) | 32.9 | % | 31.7 | % | 34.2 | % |
(1) Adjusted net income, Adjusted net income margin and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in its operating subsidiary at the beginning of the period. Additional information regarding non-GAAP financial measures, including the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.
(2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.
(3) Operating income reflects certain expenses related to the FlexSteel acquisition, including expenses related to the remeasurement of the earn-out liability associated with the FlexSteel acquisition and intangible amortization expenses related to purchase price accounting. See the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables for further details.
Scott Bender, CEO and Chairman of the Board of Cactus, commented, “I am proud of our performance in the third quarter, which was highlighted by stronger Pressure Control margins and higher Spoolable Technologies revenues and margins than anticipated. Pressure Control revenues declined in-line with expectations while margins improved due to our prompt action to right-size the organization for current activity levels. We also benefitted from lower legal expenses. Spoolable Technologies revenues benefitted from increased international sales.”
“We anticipate that the U.S. land rig count will be flat to slightly down in the fourth quarter of 2025. Notwithstanding lower seasonal activity late in the year, we expect Pressure Control revenues to be relatively flat in the fourth quarter. We expect our Spoolable Technologies segment to experience a typical seasonal decline late in the year.”
Mr. Bender concluded, “The third quarter demonstrated our focus on cost control and our deep relationships with our customer base. The market outlook and domestic activity levels remain tepid, and I am proud of our team's efforts through the year to retain industry-leading profitability in the face of the volatile tariff environment. Integration planning work regarding the acquisition of a 65% interest in Baker Hughes' Surface Pressure Control business is progressing well, and we now anticipate closing in early 2026.”
Segment Performance
We report two business segments, Pressure Control and Spoolable Technologies. Corporate and other expenses not directly attributable to either segment are presented separately as Corporate and Other expenses.
Pressure Control
Third quarter 2025 Pressure Control revenue decreased $11.1 million, or 6.2%, sequentially, primarily due to lower sales of wellhead and production related equipment resulting from reduced activity levels in the quarter and lower rental revenues. Operating income increased $2.2 million, or 5.2%, sequentially, with margins increasing 290 basis points due to the implementation of cost reduction initiatives combined with reduced legal expenses. Adjusted Segment EBITDA increased $2.1 million, or 3.9%, sequentially, with Adjusted Segment EBITDA margins increasing 320 basis points.
Spoolable Technologies
Third quarter 2025 Spoolable Technologies revenues decreased $1.0 million, or 1.0%, sequentially, due to lower domestic activity levels, offset by strong international sales. Operating income decreased $2.2 million, or 8.0%, sequentially, on lower volume and higher input costs, while margins decreased 210 basis points. Adjusted Segment EBITDA was lower by $2.0 million, or 5.2%, sequentially, with Adjusted Segment EBITDA margins declining 160 basis points.
Corporate and Other Expenses
Third quarter 2025 Corporate and Other expenses declined $0.5 million sequentially, primarily due to lower transaction and integration expenses. Third quarter Corporate and Other expenses contained $3.2 million of transaction-related expenses related to the announced plan to acquire a majority interest in Baker Hughes' Surface Pressure Control business, $0.3 million lower than the second quarter.
Liquidity, Capital Expenditures and Other
As of September 30, 2025, the Company had $445.6 million of cash and cash equivalents, no bank debt outstanding, and $223.2 million of availability on our revolving credit facility. Operating cash flow was $61.8 million for the third quarter of 2025. During the third quarter, the Company made dividend payments and associated distributions of $11.2 million.
Net capital expenditures were $8.2 million during the third quarter of 2025, primarily due to upgrades within our Spoolable Technologies segment. For the full year 2025, the Company still expects net capital expenditures to be in the range of $40 to $45 million, inclusive of capital directed towards supply chain diversification efforts and further efficiency improvements in the Baytown manufacturing facility.
As of September 30, 2025, Cactus had 68,840,127 shares of Class A common stock outstanding (representing 86.2% of the total voting power) and 11,007,337 shares of Class B common stock outstanding (representing 13.8% of the total voting power).
Quarterly Dividend
The Board of Directors has approved a quarterly cash dividend of $0.14 per share of Class A common stock with payment to occur on December 18, 2025 to holders of record of Class A common stock at the close of business on December 1, 2025. A corresponding distribution of up to $0.14 per CC Unit has also been approved for holders of CC Units of Cactus Companies, LLC.
Conference Call Details
The Company will host a conference call to discuss financial and operational results tomorrow, Thursday October 30, 2025 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).
The call will be webcast on Cactus’ website at www.CactusWHD.com. Please access the webcast for the call at least 10 minutes ahead of the start time to ensure a proper connection. Analysts and institutional investors may click here to pre-register for the conference call.
An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.
About Cactus, Inc.
Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers throughout North America and Australia, while also providing equipment and services in select international markets.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “outlook,” “will,” “hope,” “opportunity,” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Cactus disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
Cactus, Inc.
Alan Boyd, 713-904-4669
Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Source: Cactus, Inc.
Cactus, Inc.
Condensed Consolidated Statements of Income
(unaudited)
| Three Months Ended<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands, except per share data) | ||||||||
| Revenues | ||||||||
| Pressure Control | $ | 168,714 | $ | 185,099 | $ | 538,763 | $ | 547,319 |
| Spoolable Technologies | 95,240 | 108,155 | 284,043 | 310,966 | ||||
| Corporate and other(1) | — | (73) | (4,958) | (592) | ||||
| Total revenues | 263,954 | 293,181 | 817,848 | 857,693 | ||||
| Operating income | ||||||||
| Pressure Control | 44,523 | 52,537 | 141,189 | 159,881 | ||||
| Spoolable Technologies | 25,806 | 32,907 | 77,735 | 79,341 | ||||
| Total segment operating income | 70,329 | 85,444 | 218,924 | 239,222 | ||||
| Corporate and other expenses | (9,095) | (8,652) | (28,273) | (20,061) | ||||
| Total operating income | 61,234 | 76,792 | 190,651 | 219,161 | ||||
| Interest income, net | 2,977 | 2,062 | 7,820 | 4,156 | ||||
| Other income, net | 221 | — | 221 | — | ||||
| Income before income taxes | 64,432 | 78,854 | 198,692 | 223,317 | ||||
| Income tax expense | 14,244 | 16,417 | 45,352 | 48,006 | ||||
| Net income | $ | 50,188 | $ | 62,437 | $ | 153,340 | $ | 175,311 |
| Less: net income attributable to non-controlling interest | 8,564 | 12,510 | 27,164 | 36,591 | ||||
| Net income attributable to Cactus, Inc. | $ | 41,624 | $ | 49,927 | $ | 126,176 | $ | 138,720 |
| Earnings per Class A share - basic | $ | 0.61 | $ | 0.75 | $ | 1.84 | $ | 2.10 |
| Earnings per Class A share - diluted(2) | $ | 0.60 | $ | 0.74 | $ | 1.83 | $ | 2.09 |
| Weighted average shares outstanding - basic | 68,681 | 66,563 | 68,465 | 66,030 | ||||
| Weighted average shares outstanding - diluted(2) | 69,196 | 80,190 | 68,877 | 79,777 |
(1)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(2)Dilution for the three and nine months ended September 30, 2025, excludes 11.2 million and 11.3 million shares of Class B common stock, respectively, as the effect would be antidilutive. Dilution for the three and nine months ended September 30, 2024 includes an additional $12.9 million and $37.8 million, respectively of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 26%, and 13.0 million and 13.5 million weighted average shares of Class B common stock, respectively, plus the effect of dilutive securities.
Cactus, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands) | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 445,614 | $ | 342,843 |
| Accounts receivable, net | 201,382 | 191,627 | ||
| Inventories | 271,278 | 226,796 | ||
| Prepaid expenses and other current assets | 10,438 | 13,422 | ||
| Total current assets | 928,712 | 774,688 | ||
| Property and equipment, net | 346,616 | 346,008 | ||
| Operating lease right-of-use assets, net | 20,870 | 24,094 | ||
| Intangible assets, net | 152,001 | 163,991 | ||
| Goodwill | 203,028 | 203,028 | ||
| Deferred tax asset, net | 199,223 | 219,003 | ||
| Investment in unconsolidated affiliates | 5,692 | — | ||
| Other noncurrent assets | 8,634 | 8,516 | ||
| Total assets | $ | 1,864,776 | $ | 1,739,328 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Accounts payable | $ | 67,248 | $ | 72,001 |
| Accrued expenses and other current liabilities | 75,878 | 75,416 | ||
| Current portion of liability related to tax receivable agreement | 20,297 | 20,297 | ||
| Finance lease obligations, current portion | 7,394 | 7,024 | ||
| Operating lease liabilities, current portion | 5,052 | 4,086 | ||
| Total current liabilities | 175,869 | 178,824 | ||
| Deferred tax liability, net | 2,449 | 2,868 | ||
| Liability related to tax receivable agreement, net of current portion | 261,367 | 258,376 | ||
| Finance lease obligations, net of current portion | 10,329 | 10,528 | ||
| Operating lease liabilities, net of current portion | 16,875 | 20,078 | ||
| Other noncurrent liabilities | 4,475 | 4,475 | ||
| Total liabilities | 471,364 | 475,149 | ||
| Equity | 1,393,412 | 1,264,179 | ||
| Total liabilities and equity | $ | 1,864,776 | $ | 1,739,328 |
Cactus, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in thousands) | ||||
| Cash flows from operating activities | ||||
| Net income | $ | 153,340 | $ | 175,311 |
| Reconciliation of net income to net cash provided by operating activities | ||||
| Depreciation and amortization | 47,752 | 45,124 | ||
| Deferred financing cost amortization | 839 | 840 | ||
| Stock-based compensation | 18,475 | 15,943 | ||
| Provision for expected credit losses | 874 | 378 | ||
| Inventory obsolescence | 2,439 | 2,738 | ||
| Gain on disposal of assets | (2,101) | (824) | ||
| Deferred income taxes | 22,678 | 12,606 | ||
| Change in fair value of earn-out liability | — | 16,318 | ||
| Gain from revaluation of liability related to tax receivable agreement and other | (221) | — | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (9,463) | 8,324 | ||
| Inventories | (46,561) | (16,781) | ||
| Prepaid expenses and other assets | 2,350 | 1,065 | ||
| Accounts payable | (5,446) | 2,871 | ||
| Accrued expenses and other liabilities | 1,193 | 32,050 | ||
| Payments pursuant to tax receivable agreement | — | (15,277) | ||
| Payment of earn-out liability | — | (31,168) | ||
| Net cash provided by operating activities | 186,148 | 249,518 | ||
| Cash flows from investing activities | ||||
| Investment in unconsolidated affiliate | (6,000) | — | ||
| Capital expenditures and other | (32,351) | (27,042) | ||
| Proceeds from sales of assets | 3,626 | 2,991 | ||
| Net cash used in investing activities | (34,725) | (24,051) | ||
| Cash flows from financing activities | ||||
| Payment of contingent consideration | — | (5,960) | ||
| Payments on finance leases | (5,823) | (5,881) | ||
| Dividends paid to Class A common stock shareholders | (27,793) | (24,821) | ||
| Distributions to members | (10,303) | (10,444) | ||
| Repurchases of shares | (5,914) | (9,321) | ||
| Net cash used in financing activities | (49,833) | (56,427) | ||
| Effect of exchange rate changes on cash and cash equivalents | 1,181 | 544 | ||
| Net increase in cash and cash equivalents | 102,771 | 169,584 | ||
| Cash and cash equivalents | ||||
| Beginning of period | 342,843 | 133,792 | ||
| End of period | $ | 445,614 | $ | 303,376 |
Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin
(unaudited)
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin are not measures of net income as determined by GAAP but they are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines adjusted net income as net income assuming Cactus, Inc. held all units in its operating subsidiary at the beginning of the period, with the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Adjusted net income also includes certain other adjustments described below. Cactus defines diluted earnings per share, as adjusted as Adjusted net income divided by weighted average shares outstanding, as adjusted. Cactus defines Adjusted net income margin as Adjusted net income divided by total revenue. The Company believes this supplemental information is useful for evaluating performance period over period.
| Three Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | |||||||
| 2025 | 2025 | 2024 | |||||||
| (in thousands, except per share data) | |||||||||
| Net income | $ | 50,188 | $ | 49,047 | $ | 62,437 | |||
| Adjustments: | |||||||||
| Severance expenses(1) | 247 | 177 | — | ||||||
| Gain from revaluation of liability related to tax receivable agreement and other(2) | (221) | — | — | ||||||
| Transaction related expenses(3) | 3,170 | 3,502 | 2,793 | ||||||
| Intangible amortization expense(4) | 3,997 | 3,997 | 3,997 | ||||||
| Remeasurement loss on earn-out liability(5) | — | — | 138 | ||||||
| Income tax expense differential(6) | (3,662) | (3,474) | (5,886) | ||||||
| Adjusted net income | $ | 53,719 | $ | 53,249 | $ | 63,479 | |||
| Diluted earnings per share, as adjusted | $ | 0.67 | $ | 0.66 | $ | 0.79 | |||
| Weighted average shares outstanding, as adjusted(7) | 80,355 | 80,203 | 80,190 | ||||||
| Revenue | $ | 263,954 | $ | 273,575 | $ | 293,181 | |||
| Net income margin | 19.0 | % | 17.9 | % | 21.3 | % | |||
| Adjusted net income margin | 20.4 | % | 19.5 | % | 21.7 | % |
(1)Represents non-routine charges related to severance benefits.
(2)Represents non-cash adjustments for the revaluation of the Tax Receivable Agreement ("TRA") liability and the tax indemnity receivable asset related to the FlexSteel acquisition.
(3)Reflects transaction fees and expenses recorded in connection with the announced acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
(4)Reflects amortization expense associated with the step-up in intangible value due to purchase price accounting.
(5)Represents adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(6)Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of its operating subsidiary at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 25% on income before income taxes for the three months ended September 30, 2025 and June 30, 2025, and 26.0% for the three months ended September 30, 2024.
(7)Reflects 68.7, 68.5, and 66.6 million weighted average shares of basic Class A common stock outstanding and 11.2, 11.3 and 13.0 million additional shares for the three months ended September 30, 2025, June 30, 2025, and September 30, 2024, respectively, as if the weighted average shares of Class B common stock were exchanged and cancelled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.
Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
(unaudited)
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.
Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | September 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| (in thousands) | |||||||||||||||
| Net income | $ | 50,188 | $ | 49,047 | $ | 62,437 | $ | 153,340 | $ | 175,311 | |||||
| Interest income, net | (2,977) | (2,518) | (2,062) | (7,820) | (4,156) | ||||||||||
| Income tax expense | 14,244 | 14,276 | 16,417 | 45,352 | 48,006 | ||||||||||
| Depreciation and amortization | 16,188 | 15,886 | 15,077 | 47,752 | 45,124 | ||||||||||
| EBITDA | 77,643 | 76,691 | 91,869 | 238,624 | 264,285 | ||||||||||
| Gain from revaluation of liability related to tax receivable agreement and other(1) | (221) | — | — | (221) | — | ||||||||||
| Severance expenses(2) | 247 | 177 | — | 424 | — | ||||||||||
| Transaction related expenses(3) | 3,170 | 3,502 | 2,793 | 10,159 | 2,793 | ||||||||||
| Remeasurement loss on earn-out liability(4) | — | — | 138 | — | 16,318 | ||||||||||
| Stock-based compensation | 6,104 | 6,307 | 5,570 | 18,475 | 15,943 | ||||||||||
| Adjusted EBITDA | $ | 86,943 | $ | 86,677 | $ | 100,370 | $ | 267,461 | $ | 299,339 | |||||
| Revenue | $ | 263,954 | $ | 273,575 | $ | 293,181 | $ | 817,848 | $ | 857,693 | |||||
| Net income margin | 19.0 | % | 17.9 | % | 21.3 | % | 18.7 | % | 20.4 | % | |||||
| Adjusted EBITDA margin | 32.9 | % | 31.7 | % | 34.2 | % | 32.7 | % | 34.9 | % |
(1) Represents non-cash adjustments for the revaluation of the TRA liability and the tax indemnity receivable asset related to the FlexSteel acquisition.
(2)Represents non-routine charges related to severance benefits.
(3)Reflects transaction fees and expenses recorded in connection with the announced acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
(4)Represents adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted Segment EBITDA and Adjusted Segment EBITDA margin
(unaudited)
Adjusted Segment EBITDA and Adjusted Segment EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines Adjusted Segment EBITDA as segment operating income excluding depreciation and amortization and the other items outlined below, in each case, that are attributable to the segment.
Cactus management believes Adjusted Segment EBITDA is useful because it allows management to more effectively evaluate the Company’s segment operating performance and compare the results of its segment operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted Segment EBITDA margin as Adjusted Segment EBITDA divided by total segment revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.
| Three Months Ended | Nine Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | June 30, | September 30, | September 30, | ||||||||||||
| 2025 | 2025 | 2024 | 2025 | 2024 | |||||||||||
| (in thousands) | |||||||||||||||
| Pressure Control | |||||||||||||||
| Revenue | $ | 168,714 | $ | 179,772 | $ | 185,099 | $ | 538,763 | $ | 547,319 | |||||
| Operating income | 44,523 | 42,333 | 52,537 | 141,189 | 159,881 | ||||||||||
| Depreciation and amortization expense | 7,211 | 7,138 | 6,592 | 21,384 | 20,065 | ||||||||||
| Severance expenses(1) | 177 | 177 | — | 354 | — | ||||||||||
| Stock-based compensation | 3,264 | 3,432 | 2,837 | 10,078 | 7,963 | ||||||||||
| Adjusted Segment EBITDA | $ | 55,175 | $ | 53,080 | $ | 61,966 | $ | 173,005 | $ | 187,909 | |||||
| Operating income margin | 26.4 | % | 23.5 | % | 28.4 | % | 26.2 | % | 29.2 | % | |||||
| Adjusted Segment EBITDA margin | 32.7 | % | 29.5 | % | 33.5 | % | 32.1 | % | 34.3 | % | |||||
| Spoolable Technologies | |||||||||||||||
| Revenue | $ | 95,240 | $ | 96,225 | $ | 108,155 | $ | 284,043 | $ | 310,966 | |||||
| Operating income | 25,806 | 28,053 | 32,907 | 77,735 | 79,341 | ||||||||||
| Depreciation and amortization expense | 8,977 | 8,748 | 8,485 | 26,368 | 25,059 | ||||||||||
| Severance expenses(1) | 68 | — | — | 68 | — | ||||||||||
| Stock-based compensation | 1,128 | 1,146 | 1,015 | 3,283 | 3,089 | ||||||||||
| Remeasurement loss on earn-out liability(2) | — | — | 138 | — | 16,318 | ||||||||||
| Adjusted Segment EBITDA | $ | 35,979 | $ | 37,947 | $ | 42,545 | $ | 107,454 | $ | 123,807 | |||||
| Operating income margin | 27.1 | % | 29.2 | % | 30.4 | % | 27.4 | % | 25.5 | % | |||||
| Adjusted Segment EBITDA margin | 37.8 | % | 39.4 | % | 39.3 | % | 37.8 | % | 39.8 | % | |||||
| Corporate and Other | |||||||||||||||
| Revenue(3) | $ | — | $ | (2,422) | $ | (73) | $ | (4,958) | $ | (592) | |||||
| Corporate and other expenses | (9,095) | (9,581) | (8,652) | (28,273) | (20,061) | ||||||||||
| Severance expenses(1) | 2 | — | — | 2 | — | ||||||||||
| Stock-based compensation | 1,712 | 1,729 | 1,718 | 5,114 | 4,891 | ||||||||||
| Transaction related expenses(4) | 3,170 | 3,502 | 2,793 | 10,159 | 2,793 | ||||||||||
| Adjusted Corporate EBITDA | $ | (4,211) | $ | (4,350) | $ | (4,141) | $ | (12,998) | $ | (12,377) | |||||
| Total revenue | $ | 263,954 | $ | 273,575 | $ | 293,181 | $ | 817,848 | $ | 857,693 | |||||
| Total operating income | $ | 61,234 | $ | 60,805 | $ | 76,792 | $ | 190,651 | $ | 219,161 | |||||
| Total operating income margin | 23.2 | % | 22.2 | % | 26.2 | % | 23.3 | % | 25.6 | % | |||||
| Total Adjusted EBITDA | $ | 86,943 | $ | 86,677 | $ | 100,370 | $ | 267,461 | $ | 299,339 | |||||
| Total Adjusted EBITDA margin | 32.9 | % | 31.7 | % | 34.2 | % | 32.7 | % | 34.9 | % |
(1)Represents non-routine charges related to severance benefits.
(2)Represents adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(3)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(4)Reflects transaction fees and expenses recorded in connection with the announced acquisition of a majority interest in Baker Hughes' Surface Pressure Control business and other growth initiatives.
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