WHD on NYSE

Cactus Inc.

Logo: cactuswhd.com3

Cactus Inc. is a manufacturer of petroleum well equiment; public company.1 It is headquartered in Houston, Texas.1 Its shares trade on NYSE under the symbol WHD.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$1.1BRevenue, fiscal 20254
$166.0MNet income, fiscal 20254

Compare with Innovex International, Inc., Forum Energy Technologies or Oil States International, or pick any stock.

  • TickerWHD on NYSE1
  • IndustryOil & Gas Field Machinery & Equipment1
  • HeadquartersHouston, Texas1
  • Websitecactuswhd.com
  • Business address920 Memorial City Way, Suite 300, Houston, Tx 770245
  • Filer categoryLarge accelerated filer5
Cactus Inc. image from its website
Image: cactuswhd.com3

Cactus, Inc. (“Cactus Inc.”) was incorporated on February 17, 2017 as a Delaware corporation for the purpose of completing an initial public offering of equity, which was completed on February 12, 2018 (our “IPO”). We began operating in August 2011 following the formation of Cactus Wellhead, LLC (“Cactus LLC”) in part by Scott Bender and Joel Bender, who have owned or operated wellhead manufacturing businesses since the late 1970s.7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

23.2%Operating margin4
15.4%Net margin4
-4.5%Revenue growth, 20254
13.5%Return on equity4
0.00×Debt to equity4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 76% of the revenue Cactus Inc. broke down this way in fiscal 2025.

  1. Product$825.5M476%down 3% from 2024
  2. Product and Service, Other$168.3M416%down 4% from 2024
  3. Rental Revenue$85.2M48%down 16% from 2024
Products and services by year
Products and services202320242025
Product$810.4M$852.3M$825.5M
Product and Service, Other$172.9M$175.8M$168.3M
Rental Revenue$113.6M$101.8M$85.2M

Business segments

Pressure Control brought in 66% of the revenue Cactus Inc. broke down this way in fiscal 2025.

  1. Pressure Control$710.8M466%down 2% from 2024
  2. Spoolable Technologies$368.2M434%down 10% from 2024
Business segments by year
Business segments202320242025
Pressure Control$756.7M$722.8M$710.8M
Spoolable Technologies$340.2M$407.0M$368.2M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue63¢$679.6M
  • Selling, general and admin14¢$148.9M
  • Other costs2¢$25.5M
  • Income tax5¢$59.0M
  • Profit15¢$166.0M

Out of $1.1B in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid14¢$37.4M
  • Share buybacks2¢$5.9M
  • Kept or used elsewhere83¢$215.0M

Out of $258.4M of cash from operations.4

Financial statements

Revenue891011124$1.1B in 2025+98% since 2018
0$500.0M$1.0B$1.5B2018: $544.1M$544.1M20182019: $628.4M$628.4M2019+15%2020: $348.6M$348.6M2020−45%2021: $438.6M$438.6M2021+26%2022: $688.4M$688.4M2022+57%2023: $1.1B$1.1B2023+59%2024: $1.1B$1.1B2024+3%2025: $1.1B$1.1B2025−4%
Operating income891011124$250.5M in 2025+41% since 2018
0$100.0M$200.0M$300.0M2018: $177.7M$177.7M20182019: $183.2M$183.2M2019+3%2020: $70.0M$70.0M2020−62%2021: $75.4M$75.4M2021+8%2022: $174.7M$174.7M2022+132%2023: $264.4M$264.4M2023+51%2024: $289.6M$289.6M2024+10%2025: $250.5M$250.5M2025−14%
Net income891011124$166.0M in 2025+221% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $51.7M$51.7M20182019: $85.6M$85.6M2019+66%2020: $34.4M$34.4M2020−60%2021: $49.6M$49.6M2021+44%2022: $110.2M$110.2M2022+122%2023: $169.2M$169.2M2023+54%2024: $185.4M$185.4M2024+10%2025: $166.0M$166.0M2025−10%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Total revenues$1.1B$1.1B$1.1B
Selling, general and administrative expenses$148.9M$130.5M$127.1M
Change in fair value of earn-out liability$0$16.3M$14.8M
Total costs and expenses$828.5M$840.2M$832.6M
Operating income$250.5M$289.6M$264.4M
Interest income (expense), net$11.0M$6.5M-$6.5M
Other (expense) income, net-$794.0K$3.2M$4.5M
Income before income taxes$260.7M$299.3M$262.4M
Income tax expense$59.0M$66.5M$47.5M
Net income$201.6M$232.8M$214.8M
Less: net income attributable to non-controlling interest$35.6M$47.4M$45.7M
Net income attributable to Cactus Inc.$166.0M$185.4M$169.2M

Compare Cactus Inc. with another company

Corporate structure

Cactus Inc. sits at the top of its group. 13 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cactus Inc.

  • Cactus Inc. Houston, Texas
    • Cactus Acquisitions LLC Subsidiary · Delaware, United States
    • Cactus Companies, LLC Subsidiary · Delaware, United States
    • Cactus Wellhead (Suzhou) Pressure Control Co., Ltd. Subsidiary · China
    • Cactus Wellhead Australia Pty, Ltd Subsidiary · Australia
    • Cactus Wellhead International I, LLC Subsidiary · Delaware, United States
    • Cactus Wellhead Vietnam Limited Company Subsidiary · Vietnam
    • Cactus Wellhead, LLC Subsidiary · Delaware, United States
    • FlexSteel Holdings, LLC Subsidiary · Delaware, United States
    • FlexSteel Pipeline Technologies, Ltd. Subsidiary · Canada
    • FlexSteel USA, LLC Subsidiary · Nevada, United States
    • Rubiales Consulting, LLC Subsidiary · Delaware, United States
    • Talon Bridge Holdings, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cactus Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$19.5M4 Dec 31, 2025$24.1M4 Dec 31, 2024−19.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$123.6M4 Dec 31, 2025$342.8M4 Dec 31, 2024−64.0%
Stakes in other companies (equity method)$5.9M4 Dec 31, 2025$04 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$203.0M4 Dec 31, 2025$203.0M4 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$148.0M4 Dec 31, 2025$164.0M4 Dec 31, 2024−9.7%
Finite-lived intangibles, gross$200.3M4 Dec 31, 2025$200.3M12 Dec 31, 20240%
Accumulated amortization$52.3M4 Dec 31, 2025$36.3M12 Dec 31, 2024+44.0%
Finite-lived intangibles, net$148.0M4 Dec 31, 2025$164.0M12 Dec 31, 2024−9.7%

Inventory

ItemLatestA year beforeChange
Raw materials$28.9M4 Dec 31, 2025$31.0M4 Dec 31, 2024−7.0%
Work in process$18.9M4 Dec 31, 2025$11.0M4 Dec 31, 2024+71.7%
Finished goods$228.9M4 Dec 31, 2025$184.8M4 Dec 31, 2024+23.9%

Properties, in its own words

The following table sets forth information with respect to our current principal facilities as of December 31, 2025. We believe that our facilities are suitable and adequate for our current operations.

Location · Type · Operating Segment · Own/Lease

The rest of Item 2

United States

Baytown, TX · Manufacturing Facility, Service Center and Land · Spoolable Technologies · Own

Bossier City, LA(1) · Manufacturing Facility and Service Center · Pressure Control · Lease

Bossier City, LA(1) · Manufacturing and Assembly Facilities, Warehouse and Land · Pressure Control · Own

Donora, PA · Service Center · Pressure Control · Lease

DuBois, PA(2) · Service Center · Pressure Control · Lease

Hobbs, NM · Service Center / Land · Pressure Control · Own

Hobbs, NM · Service Center · Spoolable Technologies · Lease

Houston, TX · Administrative Headquarters · N/A(3) · Lease

New Waverly, TX · Service Center / Land · Pressure Control · Own

Odessa, TX · Service Center / Land · Pressure Control · Own

Oklahoma City, OK · Service Center · Pressure Control · Lease

Pleasanton, TX · Service Center · Spoolable Technologies · Own

Pleasanton, TX(2) · Service Center · Pressure Control · Lease

Williston, ND(2) · Service Center · Pressure Control · Lease

International

Queensland, Australia · Service Centers and Offices / Land · Pressure Control · Lease

Suzhou, China · Production Facility and Offices · Pressure Control · Lease

Hai Duong, Vietnam · Production Facility and Offices · Pressure Control · Lease

(1) Consists of various facilities adjacent to each other constituting our manufacturing facility, test and assembly facility, warehouse and service center.

(2) We also own land adjacent to these facilities.

(3) Corporate headquarters.

Item 2 of the 10-K filed Feb 26, 2026.7

Leadership

Who has led Cactus Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cactus Acquisitions LLC Delaware6
  • Cactus Companies, LLC Delaware6
  • Cactus Wellhead (Suzhou) Pressure Control Co., Ltd. China6
  • Cactus Wellhead Australia Pty, Ltd Australia6
  • Cactus Wellhead International I, LLC Delaware6
  • Cactus Wellhead Vietnam Limited Company Vietnam6
  • Cactus Wellhead, LLC Delaware6
  • FlexSteel Holdings, LLC Delaware6
  • FlexSteel Pipeline Technologies, Ltd. Canada6
  • FlexSteel USA, LLC Nevada6
  • Rubiales Consulting, LLC Delaware6
  • Talon Bridge Holdings, LLC Delaware6

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 8, 20268-K Regulation FD disclosure43
  2. Aug 10, 2026New chief executive Steven Bender becomes CEO18
  3. Jul 29, 20268-K Results of operations44
  4. Jun 2, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure45
  5. May 12, 20268-K Executive or director change; Shareholder vote; Regulation FD disclosure46
  6. May 7, 20268-K Results of operations47
  7. Mar 27, 20268-K Executive or director change48
  8. Mar 19, 20268-K Financial statements and exhibits49
  9. Mar 16, 20268-K Regulation FD disclosure50
  10. Feb 26, 20268-K Results of operations; Executive or director change51
  11. Jan 5, 20268-K Executive or director change52
  12. Jan 2, 20268-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure53
  13. Dec 2, 20258-K Entered a material agreement; New debt or obligation54
  14. Nov 4, 2024New chief executive Stephen Tadlock becomes CEO19
  15. Feb 7, 2018New chief executive Scott Bender becomes CEO20
  16. 2011Went public Listed on NYSE1

Calendar

Coming up

  1. Oct 28, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.67 a share, on Oct 29, 2025.55

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results44
  2. May 7, 2026Reported quarterly or annual results47
  3. Feb 26, 2026Reported quarterly or annual results51
  4. Oct 30, 2025Reported quarterly or annual results56
  5. Jul 31, 2025Reported quarterly or annual results57
  6. May 1, 2025Reported quarterly or annual results58
  7. Feb 27, 2025Reported quarterly or annual results59
  8. Oct 31, 2024Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

436 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 61 major events, 270 insider forms, 39 large holders, 46 other. The latest 20:

  1. Oct 2, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20264 EDGAR
  4. Oct 1, 2026144 EDGAR
  5. Sep 8, 20268-K EDGAR
  6. Sep 2, 20264 EDGAR
  7. Sep 2, 20264 EDGAR
  8. Sep 2, 20264 EDGAR
  9. Sep 1, 2026144 EDGAR
  10. Aug 10, 20264 EDGAR
  11. Aug 10, 20264 EDGAR
  12. Aug 10, 20264 EDGAR
  13. Aug 10, 20264 EDGAR
  14. Aug 7, 2026144 EDGAR
  15. Aug 6, 20264 EDGAR
  16. Aug 6, 20264 EDGAR
  17. Aug 5, 2026144 EDGAR
  18. Aug 5, 2026144 EDGAR
  19. Aug 5, 20264 EDGAR
  20. Aug 5, 20264 EDGAR

The 436 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

74 open-market trades by officers, directors and large owners since October 2021: 0 buys and 74 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026Bender JoelPresidentSale100,000$70.37$7.0MForm 4
Sep 1, 2026Bender ScottChairman and CEOSale100,000$70.37$7.0MForm 4
Aug 7, 2026Bender StevenCOO, EVP and CEO-SpoolableTechSale25,000$67.65$1.7MForm 4
Aug 5, 2026ODONNELL JOHN ADirectorSale10,000$66.13$661.3KForm 4
Aug 5, 2026MARSH WILLIAM DGC, EVP and SecretarySale7,178$66.32$476.0KForm 4
Aug 3, 2026Tadlock StephenEVP/CEO Cactus IntlSale38,455$63.80$2.5MForm 4
Aug 3, 2026Bender ScottChairman and CEOSale100,000$63.89$6.4MForm 4
Aug 3, 2026Bender JoelPresidentSale100,000$63.89$6.4MForm 4
Jul 30, 2026Bender JoelPresidentSale86,700$57.62$5.0MForm 4
Jul 30, 2026Bender ScottChairman and CEOSale86,700$57.62$5.0MForm 4
Jul 27, 2026Bender ScottChairman and CEOSale13,300$55.07$732.4KForm 4
Jul 27, 2026Bender JoelPresidentSale13,300$55.07$732.4KForm 4
May 12, 2026Semple AlanDirectorSale10,206$56.62$577.9KForm 4
May 12, 2026MCGOVERN MICHAEL YDirectorSale12,000$56.57$678.8KForm 4
Mar 10, 2026Bender JoelPresidentSale106,809$49.92$5.3MForm 4
Mar 10, 2026Bender ScottChairman and CEOSale106,809$49.92$5.3MForm 4
Mar 6, 2026Bender JoelPresidentSale29,228$50.01$1.5MForm 4
Mar 6, 2026Bender ScottChairman and CEOSale29,228$50.01$1.5MForm 4
Mar 5, 2026Bender JoelPresidentSale63,963$50.74$3.2MForm 4
Mar 5, 2026Bender ScottChairman and CEOSale63,963$50.74$3.2MForm 4

All 74 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Joel BenderPresident and Director66$450.0K$2.5M74
2025Scott BenderChief Executive Officer, Chairman of the Board and Director72$450.0K$2.5M74
2025Stephen TadlockExecutive Vice President, Chief Executive Officer of the Spoolable Technologies Segment and Chief Executive Officer of Cactus International47$458.7K$1.8M74
2025Steven BenderChief Operating Officer43$450.0K$1.7M74
2025Jay A. NuttExecutive Vice President and Chief Financial Officer63$463.9K$1.4M74
2024Joel BenderPresident and Director66$450.0K$3.3M74
2024Scott BenderChief Executive Officer, Chairman of the Board and Director72$450.0K$3.3M74
2024Steven BenderChief Operating Officer43$450.0K$2.3M74
2024Stephen TadlockExecutive Vice President, Chief Executive Officer of the Spoolable Technologies Segment and Chief Executive Officer of Cactus International47$450.0K$2.3M74
2024Jay A. NuttExecutive Vice President and Chief Financial Officer63$259.6K$1.4M74
2023Stephen TadlockExecutive Vice President, Chief Executive Officer of the Spoolable Technologies Segment and Chief Executive Officer of Cactus International47$442.3K$5.9M74
2023Steven BenderChief Operating Officer43$442.3K$5.5M74
2023Joel BenderPresident and Director66$442.3K$2.9M74
2023Scott BenderChief Executive Officer, Chairman of the Board and Director72$442.3K$2.9M74

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.10,664,798$546.4M0.0%+460,144
Boston Partners4,589,743$235.2M0.2%New
Vanguard Portfolio Management LLC4,264,459$218.5M0.0%+101,066
State Street Corp3,151,022$161.3M0.0%+108,713
Vanguard Capital Management LLC3,123,681$160.0M0.0%+48,283
Wellington Management Group Llp2,615,629$134.0M0.0%−249,797
Geode Capital Management, LLC2,163,233$110.8M0.0%+185,375
Dimensional Fund Advisors LP1,879,844$96.3M0.0%+58,702
Capital International Investors1,820,732$93.3M0.0%+78,281
Jennison Associates LLC1,778,442$91.1M0.1%+64,741
Clearbridge Investments, LLC1,754,155$89.9M0.1%+124,249
Jpmorgan Chase & Co1,767,266$87.8M0.0%+47,948
Capital World Investors1,708,915$87.5M0.0%+44,451
First Trust Advisors LP1,606,150$82.3M0.0%−484,469
Capital Research Global Investors1,380,554$70.7M0.0%+720,775
Van Eck Associates Corp1,244,998$63.8M0.0%−72,633
Wasatch Advisors LP1,033,963$53.0M0.3%−315,457
UBS Group AG904,154$46.3M0.0%+387,350
Deprince Race & Zollo Inc863,119$44.2M0.7%−21,299
Charles Schwab Investment Management Inc840,656$43.1M0.0%+16,171
Bank of New York Mellon Corp811,224$41.6M0.0%+118,741
Boston Trust Walden Corp810,622$41.5M0.3%−127,864
Loomis Sayles & Co L P787,533$40.3M0.1%−56,160
Morgan Stanley735,007$37.7M0.0%−234,268
Encompass Capital Advisors LLC726,675$37.2M1.6%−38,839

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cactus Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCactus, Inc.2
  • CIK0001699136
  • Employer ID (EIN)35-25861067
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 312
  • Industry code (SIC)3533 Oil & Gas Field Machinery & Equipment2
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance2
  • Business address920 Memorial City Way, Suite 300, Houston, TX 770242
  • Phone713-626-88002
  • Shares outstanding68,899,841 Common Class A shares; 10,958,435 Common Class B shares as of Feb 25, 20267
  • Public float$3.0B as of Jun 30, 20257
  • AuditorPricewaterhouseCoopers LLP, Houston, Texas PCAOB ID 238; it also attests to the company’s internal control over financial reporting7
  • On EDGAR sinceMar 8, 20172
  • Filings785 in all: 4 (452), 8-K (118), SC 13G/A (34), 144 (31), 10-Q (26), 3 (23), SC 13G (15), 10-K (9)2
    All 34 form types

    DEF 14A (9), SCHEDULE 13G/A (9), CORRESP (6), DEFA14A (5), DRS/A (5), 424B7 (4), SCHEDULE 13G (4), UPLOAD (4), S-1/A (3), S-3ASR (3), 424B4 (2), 424B5 (2), 5 (2), 8-K/A (2), DRS (2), DRSLTR (2), EFFECT (2), S-1 (2), S-8 (2), 4/A (1), 8-A12B (1), CERT (1), DEFR14A (1), POS462B (1), PRE 14A (1), S-1MEF (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Jul 31, 2026
    Proxy statement (DEF 14A) Mar 31, 2026
    Latest 8-K (8-K) Sep 8, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.01WHDNew York Stock Exchange

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks Cactus Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 37 risks under these headings, as written.7

  • Risks Related to the Oilfield Services Industry and Our Business
  • Demand for our products and services depends on oil and gas industry activity and customer expenditure levels, which are directly affected by trends in the supply of and demand for and price of crude oil and natural gas and availability of capital.
  • U.S. drilling and completion activity could be adversely affected by any significant constraints in equipment, labor or takeaway capacity in the regions in which we operate.
  • We may be unable to employ a sufficient number of skilled and qualified workers to sustain or expand our current operations.
  • Our business is dependent on the continuing services of certain of our key managers and employees.
  • Political, regulatory, economic and social disruptions in the countries in which we conduct business and globally could adversely affect our business or results of operations.
  • We are dependent on a relatively small number of customers in a single industry. The loss of an important customer could adversely affect our results of operations and financial condition.
  • Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations could impair our business.
  • Competition within the oilfield services industry may adversely affect our ability to market our services.
  • New technology may cause us to become less competitive.
  • Increased costs, inflation, increased transit times, changes in global trade policies, increased tariffs, or lack of availability, of raw materials and other components may result in increased operating expenses and adversely affect our results of operations and cash flows.
  • We design, manufacture, sell, rent and install equipment that is used in oil and gas E&P activities, which may subject us to liability, including claims for personal injury, property damage and environmental contamination should such equipment fail to perform to specifications.
The other 26 risks
  • Our customers require us to be licensed or approved by industry groups such as the American Petroleum Institute ("API") and the International Organization for Standardization ("ISO"). The failure to obtain and maintain such licenses and/or approvals could have a material adverse effect on our results of operations, financial condition and cash flows.
  • Our operations are subject to hazards inherent in the oil and natural gas industry, which could expose us to substantial liability and cause us to lose customers and substantial revenue.
  • Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us.
  • Our operations require us to comply with various domestic and international regulations, violations of which could have a material adverse effect on our results of operations, financial condition and cash flows.
  • Compliance with environmental laws and regulations may adversely affect our business and results of operations.
  • Existing or future laws and regulations related to greenhouse gases and climate change and related public and governmental initiatives and additional compliance obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition.
  • The global outbreak of COVID-19 had, and similar pandemics in the future may have, an adverse impact on our business and operations.
  • The ongoing conflicts in various parts of the world may affect our business and results of operations.
  • Risks Related to Our Class A Common Stock
  • We are a holding company whose only material asset is our equity interest in Cactus Companies, and accordingly, we are dependent upon distributions from Cactus Companies to pay taxes, make payments under the Tax Receivable Agreement ("TRA") and cover our corporate and other overhead expenses and pay dividends to holders of our Class A Common Stock.
  • Cactus WH Enterprises has the ability to direct the voting of a significant percentage of the voting power of our common stock, and its interests may conflict with those of our other shareholders.
  • Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock.
  • Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
  • Cactus Inc. will be required to make payments under the TRA for certain tax benefits that we may claim, and the amounts of such payments could be significant.
  • In certain cases, payments under the TRA may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the TRA.
  • If Cactus Companies were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and Cactus Companies might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the TRA even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.
  • General Risks
  • A failure of our information technology infrastructure and cyberattacks could adversely impact us.
  • We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could disrupt our business and adversely affect our results of operations.
  • Holders of our Class A common stock may not receive dividends on their Class A common stock.
  • If we are unable to fully protect our intellectual property rights or trade secrets or a third party attempts to enforce their intellectual property rights against us, we may suffer a loss in revenue or any competitive advantage or market share we hold, or we may incur costs in litigation defending intellectual property rights.
  • Risks Related to the Joint Venture and the Baker Hughes Transaction
  • 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 experience difficulties in integrating the operations of the Joint Venture into our business.
  • We may be required to acquire Baker Hughes Company’s interests in the Joint Venture.
  • The Joint Venture LLC Agreement restricts certain of our or the Joint Venture’s actions.
  • 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.
  • We may not be able to enforce claims with respect to certain of the representations and warranties that Baker Hughes Holdings made in the Framework Agreement.
  • The Baker Hughes Transaction represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regions.

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. For information concerning existing legal proceedings as of December 31, 2025, see Note 13 to our consolidated financial statements.

The opening of Item 3, Legal Proceedings.7

Sources

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