FALSE000169913600016991362026-05-292026-05-29

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): May 29, 2026
______________________________________________________________________________
Cactus, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________

Delaware001-3839035-2586106
(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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01WHDNew 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 1.01 Entry into a Material Definitive Agreement.

On May 29, 2026, Cactus Companies, LLC (“Cactus Companies”), a subsidiary of Cactus Inc., entered into an amendment (the “ABL Credit Facility Amendment”) to its Amended and Restated Credit Agreement originally entered into on February 28, 2023 (as amended prior to the ABL Credit Facility Amendment, the “ABL Credit Facility”), by and among Cactus Companies, as borrower, certain subsidiaries of Cactus Companies from time to time party thereto, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as lender, administrative agent, issuing bank and swingline lender.

The ABL Credit Facility Amendment amended the previously disclosed delayed draw term loan facility (the “Term Loan Facility”) to, among other things, extend the maturity date of the lenders’ commitments to fund term loans thereunder from June 1, 2026 to December 31, 2026. The Term Loan Facility was undrawn at the date of the ABL Credit Facility Amendment. Any amounts drawn under the Term Loan Facility will mature on the three-year anniversary of the first funding of a loan under the Term Loan Facility.

The foregoing description of the ABL Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the ABL Credit Facility Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report is incorporated by reference in this Item 2.03.


Item 7.01 Regulation FD Disclosure.

Management of Cactus, Inc., a Delaware corporation (the “Company”), anticipates participating in, and presenting at, upcoming meetings with certain investors. Attached as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the materials to be used in connection with such presentations and meetings. The materials have been posted on the Investors section of the Company's website, at www.CactusWHD.com.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
10.1
99.1
104Cover 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.
June 2, 2026By:/s/ Jay A. Nutt
DateName:Jay A. Nutt
Title:Executive Vice President and Chief Financial Officer



EX 10.1
EXECUTION VERSION
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is made and entered into as of May 29, 2026 (the “Fourth Amendment Effective Date”), by and among CACTUS COMPANIES, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Amended Credit Agreement (as defined below).
RECITALS:
WHEREAS, the Borrower is party to that certain Amended and Restated Credit Agreement, dated as of February 28, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Fourth Amendment, the “Amended Credit Agreement”), by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent;
WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as set forth herein; and
WHEREAS, subject to and upon the terms and conditions contained herein, the Lenders party hereto and the Administrative Agent have agreed to the Borrower’s requests as set forth herein.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.Amendments to the Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, but subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended as of the Fourth Amendment Effective Date in the manner provided in this Section 1.
1.1Restated Definitions. The following definitions contained in Section 1.01 of the Credit Agreement are hereby amended and restated in their respective entireties to read in full as follows:
Amortization Payment Date” means the first Business Day of each January, April, July and October which occurs prior to the Delayed Draw Term Loan Maturity Date, commencing with the first such date to occur after the Delayed Draw Term Loan Commitment Termination Date; provided that in no event shall the first Amortization Payment Date be prior to one full calendar quarter after the Delayed Draw Term Loan Commitment Termination Date.



Delayed Draw Term Loan Cap” means an amount equal to 85% of the aggregate appraised value of the machinery and equipment owned by the Loan Parties based on the appraisals required by Section 4.03(d)(i).
Delayed Draw Term Loan Commitment Termination Date” means the earlier of (a) the date upon which Delayed Draw Term Loans have been made in an aggregate amount equal to the lesser of (i) the aggregate Delayed Draw Term Loan Commitment on the Third Amendment Effective Date and (ii) the Delayed Draw Term Loan Cap and (b) December 31, 2026.
Loan Documents” means, collectively, this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, any Commitment Increase Agreements, any Additional Lender Agreements, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, each Compliance Certificate, the Loan Guaranty, any Fee Letter and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered by any Loan Party to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, notices, fee letters, notes, guarantees, contracts, letter of credit agreements, letter of credit applications and any agreements between the Borrower and an Issuing Bank regarding such Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the Borrower and an Issuing Bank in connection with the issuance by such Issuing Bank of Letters of Credit, and all other agreements, instruments and documents, in each case, whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party in such capacity, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.
1.2New Definitions. Section 1.01 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:
Fourth Amendment” means that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of the Fourth Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, the Administrative Agent and the Lenders party thereto.
Fourth Amendment Effective Date” means May 29, 2026.
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1.3Amendment to Section 4.03(d) of the Credit Agreement. Section 4.03(d) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
(d)Solely for the first Borrowing of Delayed Draw Term Loans hereunder (if applicable), the following:
(i)The Administrative Agent shall have received appraisals of the Collateral constituting Equipment of the Loan Parties from one or more firms engaged directly by the Administrative Agent who shall have no direct or indirect interest, financial or otherwise, in the property being appraised or the Baker Hughes Transaction, which appraisals shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent hereby acknowledges and confirms that the condition set forth in this clause (i) was satisfied by the Equipment appraisal with a report date of October 6, 2025 and an effective date of May 31, 2025.
(ii)The Delayed Draw Term Lenders shall have received true, correct and complete copies of all material documents for the Baker Hughes Transaction, including the Framework Agreement, and all final exhibits, schedules, annexes or other attachments thereto, any amendment, restatement, supplement or other modification of any of the foregoing and any material side letters related to the Framework Agreement. The Framework Agreement and related documentation shall be in form and substance reasonably satisfactory to the Delayed Draw Term Lenders. Each Delayed Draw Term Lender hereby acknowledges and confirms that the conditions set forth in this clause (ii) have been satisfied.
(iii)On the first Delayed Draw Term Loan Funding Date, after giving effect to all Borrowings to be made on such Delayed Draw Term Loan Funding Date and the use of proceeds thereof, the issuance of any Letters of Credit on such Delayed Draw Term Loan Funding Date and the payment of all fees and expenses then due hereunder, Availability shall not be less than $125,000,000.
(iv)The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, dated as of the first Delayed Draw Term Loan Funding Date, (A) stating that no Default or Event of Default has occurred and is continuing, (B) stating that the representations and warranties contained in the Loan Documents are true and correct in all material respects (except with respect to any representation and warranty qualified as to materiality, in which case that such representation and warranty is true and correct) as of such date (except to the extent that such representation and warranty relates to an earlier date, in which case that such representation and warranty is true and correct in all material respects (except with respect to any representation and warranty qualified as to materiality, in which case that such representation and warranty is true and correct) as of such earlier date), (C) stating that Availability for the Borrower is equal to or greater than $125,000,000 after giving effect to all Borrowings to be made on such Delayed Draw Term Loan Funding Date and the use of proceeds thereof, the issuance of any Letters of Credit on such Delayed Draw Term Loan Funding Date and (D) stating that the Borrower is in pro forma compliance, as of the end of the most recently ended fiscal quarter for which financial statements have been (or were required to be) delivered
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hereunder and after giving effect to such Borrowing of Delayed Draw Term Loans, with the financial covenants contained in Section 6.12 (whether or not then tested) and attaching calculations or supporting documentation, as applicable, for this clause (D).
1.4Amendment to Section 5.08(a) of the Credit Agreement. Section 5.08(a) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
(a)On the Effective Date, the proceeds of the Loans and the Letters of Credit will be used only to (i) finance the Effective Date Acquisition and related transaction fees and expense, (ii) refinance existing Indebtedness of the Loan Parties, and (iii) finance expenses incurred in connection with the Transactions. After the Effective Date, (x) the proceeds of the Revolving Loans and the Letters of Credit will be used only for the working capital needs, capital expenditures and other general corporate purposes of the Loan Parties and their Subsidiaries in the ordinary course of business, including, without limitation, to finance Permitted Acquisitions and expenses incurred in connection therewith and (y) the proceeds of the Delayed Draw Term Loans will be used only to finance the acquisition by the Borrower of limited liability company membership interests in the Baker Hughes Company (including any deferred consideration payable in connection therewith) and pay fees and expenses in connection therewith and/or with the borrowing of such Delayed Draw Term Loans (or, in the case of this clause (y), to refinance Revolving Loans that were drawn, or to replenish cash on the balance sheet that was used, in each case, to fund any such permitted purpose). No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulation T, Regulation U and Regulation X.
1.5Amendment to Section 5.12 of the Credit Agreement. Section 5.12 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
SECTION 5.12    Appraisals. At any time that the Administrative Agent requests, the Borrower will, and will cause each Subsidiary to, provide the Administrative Agent with appraisals or updates thereof of its Inventory and Equipment from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law; provided that, excluding the appraisals of the Collateral constituting Equipment required by Section 4.03(d)(i), unless an Event of Default has occurred and is continuing, the Loan Parties shall not be responsible for the cost and expense of any Equipment appraisals. If no Event of Default has occurred and is continuing, the Administrative Agent may conduct, and the Loan Parties shall be responsible for the costs and expenses of, one (1) Inventory appraisal during any twelve (12)-month period, provided, that, notwithstanding the foregoing, (x) the Loan Parties shall not be responsible for the costs and expenses of any such Inventory appraisal conducted while the aggregate amount of Revolving Loans is zero (other than, to the extent applicable, the Inventory appraisal required by Section 4.01(o)) (provided, further, that on any date that the aggregate amount of Revolving Loans is greater than zero, the Loan Parties shall, at the request of the Administrative Agent, either
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(A) reimburse the Administrative Agent for the costs and expenses of any such Inventory appraisal conducted in the ninety (90) day period immediately prior to such date or (B) permit the Administrative Agent to conduct one (1) Inventory appraisal, at the cost and expense of the Loan Parties, during such twelve (12)-month period and the Loan Parties will cause or permit such appraisal to be commenced within ninety (90) days after such date (or such later date as the Administrative Agent may agree in its sole discretion)) and (y) one (1) additional Inventory appraisal may be conducted at any time after Availability falls below the greater of (i) $30,000,000 and (ii) 15% of the Aggregate Revolving Commitment; provided, however, that during any twelve (12)-month period, the Loan Parties shall not be responsible for the costs and expenses of more than two (2) Inventory appraisals that are commenced while no Event of Default has occurred and is continuing. Additionally, there shall be no limitation on the number or frequency of Inventory and Equipment appraisals conducted while an Event of Default has occurred and is continuing and the Loan Parties shall be responsible for the costs and expenses of any Inventory and Equipment appraisals commenced while an Event of Default has occurred and is continuing.
1.6Amendment to Section 5.15 of the Credit Agreement. Section 5.15 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:
SECTION 5.15    [Reserved].
SECTION 2.Conditions Precedent to Fourth Amendment. This Fourth Amendment will be effective as of the Fourth Amendment Effective Date, on the condition that the following conditions precedent will have been satisfied:
2.1Counterparts. The Administrative Agent (or its counsel) shall have received counterparts of this Fourth Amendment duly executed by the Borrower, the other Loan Parties, the Administrative Agent and the Lenders.
2.2Absence of Defaults. No Default or Event of Default shall have occurred and is continuing immediately after giving effect to this Fourth Amendment.
2.3Representations and Warranties. The representations and warranties in Section 3 of this Fourth Amendment shall be true and correct.
2.4Fees. The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including, without limitation, (a) all fees due and payable on the Fourth Amendment Effective Date pursuant to the Fee Letter, dated the Fourth Amendment Effective Date, executed by the Administrative Agent and agreed to by the Borrower and (b) the reimbursement or payment of all reasonable out-of-pocket fees and expenses of outside counsel for the Administrative Agent required to be reimbursed or paid by the Borrower pursuant to Section 9.03 of the Amended Credit Agreement, in each case of this clause (b), for which invoices have been presented two (2) Business Days prior to the Fourth Amendment Effective Date.
2.5Other Documents. The Administrative Agent shall have been provided with such documents, instruments and agreements from the Loan Parties, and the Loan Parties shall have taken such actions, in each case, as the Administrative Agent may reasonably request
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of the Loan Parties prior to the satisfaction of the other conditions in this Section 2 in connection with this Fourth Amendment and the transactions contemplated hereby.
2.6Without limiting the generality of the provisions of Article VIII of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Fourth Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 2 to be consented to or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Fourth Amendment Effective Date specifying its objection thereto. All documents executed or submitted pursuant to this Section 2 by and on behalf of the Loan Parties shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Administrative Agent shall notify the Loan Parties and the Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 3.Representations and Warranties. The Loan Parties hereby represent and warrant to the Administrative Agent and the Lenders that, as of the date hereof:
3.1Accuracy of Representations and Warranties. After giving effect to this Fourth Amendment, each of the representations and warranties of each Loan Party contained in the Loan Documents is true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly made as of a particular date, in which event such representations and warranties were true and correct as of such date and any such representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects).
3.2Due Authorization, No Conflicts. The execution, delivery and performance of this Fourth Amendment by each Loan Party are within each Loan Party’s limited liability company, limited partnership or corporate power (as applicable), have been duly authorized by all necessary limited liability company, limited partnership or corporate action (as applicable), require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any material agreement binding upon the Loan Parties, or result in the creation or imposition of any Lien upon any of the assets of the Loan Parties.
3.3Validity and Binding Effect. This Fourth Amendment constitutes the valid and binding obligations of the Loan Parties enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and the availability of equitable remedies may be limited by equitable principles of general application.
3.4Absence of Defaults. Immediately after giving effect to this Fourth Amendment, no Default or Event of Default has occurred and is continuing under the Amended Credit Agreement.
3.5No Defense. No Loan Party has any defense to payment, counterclaim or rights of set-off with respect to the Secured Obligations on the date hereof.
SECTION 4.No Waiver. Nothing contained in this Fourth Amendment shall be construed as a waiver by the Lenders of any covenant or provision of the Amended Credit Agreement, the other Loan Documents, or of any other contract or instrument between the Loan
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Parties and any of the Lenders, and the failure of the Lenders at any time or times hereafter to require strict performance by the Loan Parties of any provision thereof shall not waive, affect or diminish any right of the Lenders to thereafter demand strict compliance therewith. The Administrative Agent and the Lenders hereby reserve all rights granted under the Amended Credit Agreement, the other Loan Documents and any other contract or instrument between the Loan Parties and the Lenders.
SECTION 5.Survival of Representations and Warranties. All representations and warranties made in this Fourth Amendment, including any Loan Document furnished in connection with this Fourth Amendment, shall survive the execution and delivery of this Fourth Amendment and the other Loan Documents, and no investigation by the Administrative Agent or any closing shall affect the representations and warranties or the right of the Administrative Agent to rely upon them.
SECTION 6.Expenses. As provided in Section 9.03 of the Amended Credit Agreement and subject to the limitations expressly set forth therein, the Loan Parties hereby agree to pay on demand all legal and other reasonable out-of-pocket fees, costs and expenses incurred by the Administrative Agent in connection with the negotiation, preparation, and execution of this Fourth Amendment and all related documents.
SECTION 7.Severability. In case any one or more of the provisions contained in this Fourth Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Fourth Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
SECTION 8.APPLICABLE LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
SECTION 9.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FOURTH AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FOURTH AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 10.Successors and Assigns. This Fourth Amendment is binding upon and shall inure to the benefit of the Credit Parties and the Loan Parties and their respective successors and assigns, except the Loan Parties may not assign or transfer any of their rights or obligations hereunder without the prior written consent of the Administrative Agent, other than as expressly permitted under the terms of the Amended Credit Agreement.
SECTION 11.Counterparts. This Fourth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an
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executed counterpart of a signature page of this Fourth Amendment that is an Electronic Signature transmitted by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Fourth Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by facsimile, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it.
SECTION 12.Effect of Consent. No consent or waiver, express or implied, by the Administrative Agent to or for any breach of or deviation from any covenant, condition or duty by the Loan Parties shall be deemed a consent or waiver to or of any other breach of the same or any other covenant, condition or duty, unless such consent or waiver is given in accordance with the requirements of Section 9.02 of the Amended Credit Agreement.
SECTION 13.Headings. The headings of this Fourth Amendment are for convenience of reference only, are not part of this Fourth Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Fourth Amendment.
SECTION 14.Reaffirmation of Loan Documents; Extension of Liens. This Fourth Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as amended hereby, and the other Loan Documents are hereby ratified, approved and confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement, as amended hereby. The Loan Parties hereby confirm and agree that all Liens and other security now or hereafter held by the Administrative Agent for the benefit of the Secured Parties as security for payment of the Secured Obligations are the legal, valid, and binding obligations of the Loan Parties, and the amendments herein contained shall in no manner negatively affect or impair the Secured Obligations or the Liens securing payment and performance thereof, all of which are ratified and confirmed and extended to cover all Collateral contemplated by the Security Agreement.
SECTION 15.Review and Construction of Documents. Each Loan Party hereby acknowledges, and represents and warrants to the Administrative Agent and the Lenders, that (a) such Loan Party has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review this Fourth Amendment with its legal counsel, (b) such Loan Party has reviewed this Fourth Amendment and fully understands the effects thereof and all terms and provisions contained herein, (c) such Loan Party has executed this Fourth Amendment of its own free will and volition, and (d) this Fourth Amendment shall be construed as if jointly drafted by the Loan Parties and the Lenders.
SECTION 16.Arms-Length/Good Faith. This Fourth Amendment has been negotiated at arms-length and in good faith by the parties hereto.
SECTION 17.Loan Document. This Fourth Amendment constitutes a “Loan Document” under and as defined in the Amended Credit Agreement.
SECTION 18.Entire Agreement. THIS FOURTH AMENDMENT, THE AMENDED CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
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EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date set forth above.
BORROWER:

CACTUS COMPANIES, LLC

By:    /s/ Jay A. Nutt            
Name: Jay A. Nutt
Title: Executive Vice President and Chief
     Financial Officer

OTHER LOAN PARTIES:

CACTUS WELLHEAD, LLC


By:    /s/ Jay A. Nutt            
Name: Jay A. Nutt
Title: Executive Vice President and Chief
     Financial Officer

FLEXSTEEL HOLDINGS, LLC


By:    /s/ Jay A. Nutt            
Name: Jay A. Nutt
Title: Executive Vice President and Chief
     Financial Officer

FLEXSTEEL USA, LLC


By:    /s/ Jay A. Nutt            
Name: Jay A. Nutt
Title: Executive Vice President and Chief
     Financial Officer

RUBIALES CONSULTING, LLC


By:    /s/ Jay A. Nutt            
Name: Jay A. Nutt
Title: Executive Vice President and Chief
     Financial Officer
[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement – Cactus]


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, a Lender, Issuing Bank and Swingline Lender


By:     _/s/ Andrew Bae _____
Name:     Andrew Bae
Title:     Authorized Officer


[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement – Cactus]


BANK OZK, as a Lender


By:     _/s/ Jonathan Parker _
Name:     Jonathan Parker
Title:     Director

[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement – Cactus]


BANK OF AMERICA, N.A., as a Lender


By:     _/s/ Michael Danby ___
Name:     Michael Danby
Title:     Senior Vice President


[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement – Cactus]
Cactus | 1 June 2026 Investor Presentation Cactus, Inc. (NYSE: WHD) Exhibit 99.1


 
Cactus | 2 Important Disclosures Non-GAAP Measures This presentation includes references to EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA Margin with respect to Cactus and Cactus International (each of which is defined below), which are not measures calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Reconciliations of EBITDA, Adjusted EBITDA and Transaction Adjusted EBITDA to net income, the most directly comparable measure calculated in accordance with GAAP, and calculations of Adjusted EBITDA margin, are provided in the Appendix included in this presentation. This presentation includes certain guidance for the non-GAAP financial measure Adjusted EBITDA Margin for Pressure Control and for Spoolable Technologies, and the non- GAAP financial measure Adjusted EBITDA for Corporate and Other. We are unable to reconcile these measures to their nearest GAAP measure without unreasonable efforts because we are unable to predict with reasonable certainty the actual impact of items included in the most directly comparable GAAP financial measure. While management believes such measures are useful for investors, these measures should not be used as a replacement for financial measures that are calculated in accordance with GAAP. Information Presented On February 28, 2023, Cactus, Inc., through one of its subsidiaries, acquired the FlexSteel business through a merger (the “FlexSteel Merger”) with HighRidge Resources, Inc. and its subsidiaries (“HighRidge”). Unless otherwise specifically noted herein or the context otherwise requires, information set forth herein with respect to periods prior to February 28, 2023 does not include the information of HighRidge and the FlexSteel business. Accordingly, unless otherwise specifically noted herein or the context otherwise requires, information with respect to Cactus, Inc. and its consolidated subsidiaries (the “Company”, “we”, “us”, “our” and “Cactus”) for the periods prior to February 28, 2023 refers only to Cactus prior to the FlexSteel Merger and does not include results and other information associated with HighRidge and the FlexSteel business. Information with respect to Cactus for periods subsequent to February 28, 2023 includes the results of Cactus’ Spoolable Technologies segment, which is comprised of the FlexSteel business. On January 1, 2026, Cactus, Inc., through a subsidiary, acquired 65% of the limited liability company membership interests in Baker Hughes Pressure Control LLC ("Cactus International"), which holds Baker Hughes Company's former surface pressure control business, as described in Cactus, Inc.'s Current Report on Form 8-K filed January 2, 2026 (the "Cactus International Transaction"). Audited special purpose financial statements of the Surface Pressure Control Business of Baker Hughes Company as of and for the year ended December 31, 2024 have been filed with the Securities and Exchange Commission. However, such financial statements do not include all financial information needed to calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA margin of Cactus International, which are non-GAAP measures. Therefore, such measures for Cactus International have been derived from information provided by Baker Hughes Holdings LLC and its affiliates consistent with Cactus’s definitions of such measures but have not been confirmed by Cactus and have not been audited. None of Baker Hughes Company or its affiliates or any of its or their affiliates’ respective representatives have any responsibility for the content of this presentation. Forward-Looking Statements The information in this presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this presentation, regarding, opportunities for growth and expansions, our strategy, future operations, financial position, expected revenue, EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin, projected costs, pro forma financial profile, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words “guidance,” “outlook,” “opportunities,” “may,” “hope,” “potential,” “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 Cactus’ 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 not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties, including unanticipated challenges relating to the FlexSteel business or Cactus International, and our ability to realize the expected benefits and synergies of the Cactus International Transaction. 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 Cactus, Inc.’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and the other documents that Cactus, Inc. files from time to time with the SEC. These documents are available on the Company’s website at https://cactuswhd.com/investors/sec-filings/ or through the SEC’s Electronic Data Gathering and Analysis Retrieval (“EDGAR”) system at www.sec.gov. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. We disclaim any duty to update and do 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 presentation. Industry and Market Data This presentation has been prepared by Cactus and includes market data and other statistical information from third-party sources, including independent industry publications, government publications or other published independent sources. Some data is also based on Cactus’ good faith estimate. Although Cactus believes these third-party sources are reliable as of their respective dates, Cactus has not independently verified the accuracy or completeness of this information.


 
Cactus | 3 Scott Bender Chairman and CEO Served as Chairman & CEO since 2023 and previously served as CEO since co-founding Cactus in 2011 Steve Tadlock EVP and Chief Executive Officer of Cactus International Served as CEO of Cactus International since 2026; previously served as CEO of Spoolable Technologies from 2023 through 2026 and as CFO from 2019 through 2023 Joel Bender President Served as Director & President since 2023 and previously served as COO since co-founding Cactus in 2011 Jay Nutt EVP and Chief Financial Officer Served as CFO since joining Cactus in 2024. Previously served as CFO of ChampionX Corporation Steven Bender Chief Operating Officer and Chief Executive Officer of Spoolable Technologies Served as COO and CEO Spoolable Technologies since 2026; previously served as COO from 2023 through 2026 and as VP, Operations since 2011 William Marsh EVP and General Counsel Served as General Counsel since joining Cactus in 2022. Previously served as Chief Legal Officer of Baker Hughes Company Experienced Executive Team


 
Cactus | 4 Investment Highlights Through-Cycle Outperformance A Leading Pure Play Equipment Solutions Provider for Onshore Markets1 Innovative and Differentiated Products & Services that Sustain Relative Margin Resilience2 Dynamic Operating and Manufacturing Capabilities3 Strong Margins and Free Cash Flow Generation4 Experienced Management Team with Significant Equity Ownership & Strong Industry Relationships5


 
Cactus | 5 Products Operations Overview Products & Operations Overview 33.4% Margin 37.1% Margin Wellhead Systems Production Trees Spoolable Pipe Frac Stacks Completion Equip. Fittings Cactus Provides Service, Installation & Maintenance for its Equipment Cactus designs, manufactures, sells and rents highly engineered products which generate improved drilling, completion and production efficiencies while enhancing safety


 
Cactus | 6 27% 33% 36% 35% 33% 26% 1) Q1 2026 Ann. represents Q1 2026 results annualized. Corporate elimination revenue excluded from segment results but included in consolidated revenue indicated. 2023 revenue includes Spoolable Technologies revenue from the close of the FlexSteel Merger on February 28, 2023. 2) 2023 Adj. EBITDA includes Spoolable Technologies results from the close of the FlexSteel Merger on February 28, 2023. EBITDA and Adjusted EBITDA are non-GAAP financial measures. The Appendix at the back of this presentation contains a reconciliation of EBITDA and Adjusted EBITDA to net income, the most comparable financial measure calculated in accordance with GAAP. 3) Net Capital Expenditures equals net cash flows from investing activities excluding cash outflow for acquisitions. Note: Historical financial data prior to March 2023 shown not inclusive of Spoolable Technologies, given the FlexSteel Merger occurred on Feb 28, 2023. Data prior to 2026 excludes results of Cactus International given the Cactus International Transaction closed on January 1, 2026. 4) Represents the combined revenue of Cactus and Cactus International for 2024, as if Cactus had acquired 100% of the interests of Cactus International on January 1, 2024. Pursuant to the Cactus International Transaction, which closed on January 1, 2026, Cactus acquired 65% of the interests of Cactus International. Does not represent actual historical results and excludes pro forma adjustments. International defined as non-U.S. revenue. Source: Company filings Historical Financial Overview Adjusted EBITDA(2) – Net Capital Expenditures(3) as % of Revenue(1) 2024 Revenue by Geography (Including Cactus International(4)) Adjusted EBITDA(1)(2) Revenue(1)Q1 ’26 Ann.(1) Revenue by Segment Pressure Control 77% Spoolable Technologies 23% $120 $228 $398 $392 $353 $400 2021 2022 2023 2024 2025 Q1 2026 Ann. 25% 29% 33% 32% 29% 23% 2021 2022 2023 2024 2025 Q1 2026 Ann. Adj. EBITDA(2) as % of Revenue ($ in millions) ($ in millions) $757 $724 $717 $1,201 $340 $407 $368 $360 $439 $688 $1,097 $1,130 $1,079 $1,560 2021 2022 2023 2024 2025 Q1 2026 Ann. 10 months of Spoolable Technologies 10 Months of Spoolable Technologies U.S. 66% International 34%


 
Cactus | 7 34% 23% 13% 13% 13% Peer A Peer B Peer C Peer D 33% 18% 14% 12% 12% Peer B Peer A Peer C Peer D Strength of margin profile relative to peers maintained through the cycle 1) Peer data represents Adjusted EBITDA where available per company filings and presentations. If not available, Adjusted EBITDA was calculated as operating income excluding specific items plus depreciation and amortization. Peers include: Core Laboratories, National Oilwell Varco, Oil States International and TechnipFMC. Cactus’ computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. TechnipFMC data represents FMC Technologies financial data from 2014 to 2016 and TechnipFMC plc data pro forma for the separation of Technip Energies for 2017 –2021. 2) EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. The Appendix at the back of this presentation contains a reconciliation of Cactus EBITDA and Adjusted EBITDA to net income, the most comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA Margin is defined as Adjusted EBITDA expressed as a percentage of Revenue. Note: Historical Cactus data prior to February 28, 2023 not inclusive of Spoolable Technologies, given the FlexSteel Merger occurred on Feb 28, 2023. Source: FactSet, Company filings Differentiated Margin Profile Through the Cycle 2025 Adjusted EBITDA Margin(1)(2)Total Adjusted EBITDA Margin (2014 – 2025)(1)(2)


 
Cactus | 8 Technologically Advanced Pad Drilling Wellhead Systems Conventional Wellhead SafeDrill® AdvantagesCactus SafeDrill® Safety Time Savings  Fewer trips into confined space (cellar)  No BOP manipulation after intermediate casing has been installed  No “hot work” required to cut casing with torch  Eliminates time consuming BOP manipulation  No waiting on cement after running casing strings  Mandrel hangers and pack offs run and set through BOPs


 
Cactus | 9 Technologically Advanced Spoolable Pipe Systems Conventional Steel Line Pipe FlexSteel AdvantagesFlexSteel Spoolable Pipe Features Operator Savings  Durable and corrosion- resistant  Lower maintenance cost for operators  Faster installation times  Lower cost to install  Withstands cyclic loading  Reduces operating field failures / reinstallations  Lowest bend radius of any spoolable pipe  Reduces need for special handling or bedding tools  Pre-leak detection  Higher flowrates  Large diameter  Reliable in extreme conditions  High pressure & temperature ratings  Suitable for trenchless pipe installation methods (directional drilling or rehab)


 
Cactus | 10 Wellhead & Tree Production Line Pipe Gathering Line Pipe Midstream / Takeaway Line Pipe Customer E&P E&P Midstream Diameter Small / Medium Larger Largest Typical Service Multiphase production Oil / Gas / Water / CO2 Oil / Gas / CO2 Spoolable Pipe Applications Across the Industry Value Chain Associated ServiceConsumable Sale Spoolable Pipe Fittings Installation Maintenance Tank Battery Midstream Sales Meter Refining / End Use


 
Cactus | 11 Differentiated Offerings Enable Customers to Meet ESG-Related Goals ● Switching from diesel to solar powered generation in certain instances ● Spoolable pipe design allows integrity testing while operating ● Spoolable pipe design characteristics are well suited for CO2 transportation ● Automation of human-performed connections ● Routine tasks can be performed remotely ● Longer spooled length minimizes connections and fabrication required on-site ● Equipment takes less time to install versus legacy offerings ● Enables customers to drill, complete and bring wells online faster ● Fewer people and less equipment on location ● Reduces carbon intensity per well CleanerSaferFaster


 
Cactus | 12 1) Excludes locations with nominal headcount. Expansive Global Operating Footprint Global Operations(1) Iraq Iran Saudi Arabia U.A.E. Qatar Kuwait Services / Engineering Manufacturing Headquarters Cactus International JV Provides Core Middle East Footprint and Global Reach


 
Cactus | 13 A Dynamic Manufacturing Advantage; Responsive, Scalable and Low Cost ● Produces 100% of FlexSteel pipe ● Only manufacturer to hydro-test all pipe before leaving its facility ● Third production line added in 2019 ● API and ISO certified ● Less time-sensitive, high-volume wellhead equipment ● Suzhou and Vietnam assembly & test facilities are wholly foreign owned enterprises ● Low cost of operation with low sensitivity to utilization Baytown FacilitySuzhou / Vietnam FacilitiesBossier City / Dammam / Abu Dhabi Facilities ● Purpose-built facilities to support local market requirements ● Bossier City facility provides rapid-response manufacturing for short-cycle U.S. market Scalable and Low Fixed Cost Manufacturing Footprint


 
Cactus | 14 Multiple Avenues of Growth for Spoolable Technologies ● Larger diameter capabilities required by relatively untapped customer base ● Continued traction in 2026 in developing new midstream customer relationships ● May 2026 U.S. policy updates streamline regulatory processes for end-users and enhance the competitive advantage of FlexSteel products, particularly for large diameter gathering and transmission applications ● Market transition from traditional stick steel line pipe to spoolable products ● Expand customer penetration for under pad applications that connect to the wellhead ● Recently qualified and installed several new products, including sour service and additional diameters Expansion in the Midstream Segment Growth in Core Production Products ● International market penetration in relatively early stages; revenue has grown every year since acquisition ● Recently awarded first gas service order from a large Middle Eastern National Oil Company and first sour service order in another Middle Eastern country supporting unconventional development ● Recently awarded ~$30mm of orders in Latin America for delivery in 2026 International ● Continued expansion of non-oil and gas projects domestically and internationally (e.g., municipal, hydrogen, mining, etc.) Other Opportunities


 
Cactus | 15 Current Experienced and Well Aligned Management Team with Strong Industry Relationships ● Management is well incentivized as it owns approximately 13% of the business o Performance-based stock compensation tied to Return on Capital Employed (“ROCE”) ● Management team has built the foundation of this company over more than four decades ● Track record of building and successfully monetizing similar businesses ● Strength of leadership and loyalty is attested by management and operating teams that joined from past ventures 19801975 1985 1990 1995 2000 2005 2010 20151959 2020 2025 Scott and Joel Bender appointed President and Vice President of Cactus Wellhead Equipment (“CWE”), a subsidiary of Cactus Pipe (1977/1984) CWE Merges with Ingram Petroleum Services, forming Ingram Cactus Company (“ICC”)  Scott and Joel Bender become President and VP Operations, respectively, of ICC (1986) Scott and Joel Bender appointed President and SVP, respectively, of Wood Group Pressure Control (“WGPC”). Steven Bender joins in 2005 as Rental Business Manager Scott and Joel Bender found Cactus LLC with 18 key managers (2011) Cactus, Inc. IPO (2018) ICC sold to Cooper Cameron Corporation (1996) WGPC Sold to GE Oil and Gas (2011) Cactus, Inc. acquires FlexSteel (2023) Cactus, Inc. closes acquisition of controlling interest in Baker Hughes’ Surface Pressure Control Business (2026)


 
Cactus | 16 FTI DRQ WEIR NCSM SBO OIS HTG FETNOV 0.0% 10.0% 20.0% 30.0% 40.0% (10.0%) 0.0% 10.0% 20.0% 30.0% 40.0% ROCE(2) (2017 – 2025) (%) (1) 1) 2023 Cactus ROCE calculation utilizes two months of year-end 2022 capitalization and ten months of year-end 2023 capitalization to reflect the acquisition of FlexSteel on February 28, 2023. The Appendix at the back of this presentation contains a reconciliation of Adjusted EBITDA to net income, the most comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA Margin is defined as Adjusted EBITDA expressed as a percentage of Revenue. 2) ROCE reflects average of 2017 through 2025. ROCE = (Adj. EBITDA less D&A) / (Average of the subject year and preceding year capitalization including capital leases). Note: Adj. EBITDA Margins based on latest publicly available data. Cactus’ computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus data based on historical actuals and not pro forma for the FlexSteel Merger. Spoolable Technologies results included after the close of the FlexSteel Merger on February 28, 2023 Source: Company filings and FactSet. Returns and Margins Have Outperformed Peers 2025 Adjusted EBITDA Margin (%)


 
Cactus | 17 Note: Data based on share price performance from 2/7/2018 to 5/28/2026. Cactus 2/7/2018 price set as IPO price of $19 per share. Source: FactSet Execution Has Driven Equity Outperformance 207% (29%) WHD OSX Share Price Performance of Cactus vs. the OSX since IPO Substantial Value Accretion Relative to OSX Since IPO


 
Cactus | 18 $0 $10 $20 $30 $40 $50 2018 2019 2020 2021 2022 2023 2024 2025 2026 YTD Ann.(1) Increased quarterly dividend 8% in July 2025 Modest share repurchase in 2024 led to flat 2025 despite dividend increase 1) YTD 2026 Annualized represents Q1 2026 results annualized. Although we intend to continue paying the quarterly dividend at the current levels, Cactus' future dividend policy, as well as any repurchases by the Company of its shares, are within the discretion of Cactus' board of directors and will depend upon then-existing conditions, including Cactus' results of operations, financial condition, capital requirements, investment opportunities, statutory and contractual restrictions and other factors Cactus' board of directors may deem relevant. Source: Company filings and annual reports Steadily Increasing Return of Capital Profile Cactus’ Dividends, Associated Distributions, and Repurchases Since 2018 Cactus Has Increased Shareholder Returns Since Going Public and Announced its Inaugural Share Repurchase Program in June 2023 ($ in millions)


 
Cactus | 19 $12 $26 $39 $35 $39 $36 2021 2022 2023 2024 2025 Q1 2026 Ann. Strong Balance Sheet & Low Capital Intensity ● Q1 2026 cash of approximately $292 million, including $98 million of acquisition-related cash retained within Cactus International to finalize certain restructuring activities related to the creation of the Cactus International Joint Venture ● Approximately $224 million availability on revolving credit facility, plus $100 million undrawn term loan as of March 31, 2026 ● Full year 2026 net capital expenditure guidance of $40 to $50 million ● 2026 capital expenditure guidance driven by: o Spending to increase efficiency and throughput at Baytown facility and enhance service capabilities for FlexSteel o Routine U.S. branch facility upgrades o Saudi Arabia wellhead facility investments Net Capital Expenditures(2) Adjusted EBITDA – Net Capital Expenditures(1)(2)Balance Sheet and Capital Summary Proven track record of cash flow generation ($ in millions) ($ in millions) 1) Historical data prior to 2023 not pro forma for the FlexSteel Merger, and data prior to 2026 not pro forma for Cactus International acquisition. EBITDA and Adjusted EBITDA are non-GAAP financial measures. The Appendix at the back of this presentation contains a reconciliation of Cactus EBITDA and Adjusted EBITDA to net income, the most comparable financial measure calculated in accordance with GAAP. YTD 2026 Annualized represents Q1 2026 results annualized. 2) Historical data prior to 2023 not pro forma for the FlexSteel Merger, and data prior to 2026 not pro forma for Cactus International acquisition. Net Capital Expenditures equals net cash flows from investing activities excluding the cash outflow for the FlexSteel Merger. Source: Company filings $109 $202 $359 $357 $314 $364 2021 2022 2023 2024 2025 Q1 2026 Ann.(1) (1)


 
Cactus | 20 Second Quarter Outlook ● Updating prior guides for both segments provided on the May 7th conference call with this release ● Pressure Control Q2 2026 (inclusive of Cactus International) o Revenue expected to be up low single digits versus Q1 2026 o Expected Adjusted EBITDA margin of 23% – 25% ● Spoolable Technologies Q2 2026 o Revenue expected to be up mid-to-high single digits versus Q1 2026 o Order momentum has continued, both domestically and abroad o Expected Adjusted EBITDA margin of 36% – 38% ● Expected Corporate and Other Adjusted EBITDA loss of approximately $5 million Outlook


 
Cactus | 21 Base Salary 17% STI Target 17%LTI 66% 2025 CEO Target Pay Mix● Our board of directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to stockholders ● Bylaws permit Eligible Stockholders to make nominations for election to the Board and to have those nominations included in the Company's proxy materials under certain circumstances ● In May 2024, proposals approved to declassify the Board and remove the supermajority voting requirements ● Cactus, Inc. is dedicated to improving lives of our employees and the communities where they live. We have policies in place to protect human rights and to require ethical behavior by our employees and suppliers. We seek to make the world a better place by providing products that minimize environmental impact and by requiring fairness, equal opportunity and human dignity ● Cactus, Inc. is committed to reducing its and its industry’s impact on the environment. We will continue to strive to improve our products over time and to initiate more projects and activities designed to further reduce our and our industry’s impact on the environment 3 4 5 6 7 At IPO Current Independent Directors 83% at risk Source: Company filings. Cactus Is Committed to ESG ● All manufacturing facilities API and ISO certified to ensure the highest level of quality and safety ● Products & equipment reduce the need for personnel and equipment at the well site and our industry’s impact on the environment Environmental Social Governance Released Inaugural Sustainability Report in 2025


 
Cactus | 22 Appendix


 
Cactus | 23 Year Ended Three Months Ended ($ in thousands) December 31, March 31, 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016 2015 2026 Net income (loss) $201,642 $232,758 $214,840 $145,122 $67,470 $59,215 $156,303 $150,281 $66,547 ($8,176) $21,224 $40,221 Interest expense (income), net (10,962) (6,459) 6,480 (3,714) 774 (701) (879) 3,595 20,767 20,233 21,837 (220) Income tax expense 59,027 66,518 47,536 31,430 7,675 10,970 32,020 19,520 1,549 809 784 9,503 EBIT 249,707 292,817 268,856 172,838 75,919 69,484 187,444 173,396 88,863 12,866 43,845 49,504 Depreciation and amortization 63,914 60,438 65,045 34,124 36,308 40,520 38,854 30,153 23,271 21,241 20,580 26,313 EBITDA $313,621 $353,255 $333,901 $206,962 $112,227 $110,004 $226,298 $203,549 $112,134 $34,107 $64,425 $75,817 Severance expenses 588 - - - - 1,864 - - - - - 934 Revaluation of tax receivable agreement liability and other 794 (3,204) (4,490) 1,910 (898) 555 (5,336) - - - - - Transaction related expenses 13,458 2,793 12,183 8,422 406 - 1,042 - - - - 5,811 (Gain) loss on debt extinguishment - - - - - - - 4,305 - (2,251) (1,640) - Remeasurement loss on earn-out liability - 16,318 14,850 - - - - - - - - - Inventory step-up expense - - 23,516 - - - - - - - - 10,449 Stock-based compensation 24,493 22,888 18,105 10,631 8,620 8,599 6,995 4,704 - 361 359 7,039 Adjusted EBITDA $352,954 $392,050 $398,065 $227,925 $120,355 $121,022 $228,999 $212,558 $112,134 $32,217 $63,144 $100,050 Pressure Control Revenue $717,191 $724,038 $756,727 $300,172 Spoolable Technologies Revenue 368,245 407,038 340,233 89,900 Corporate and Other Eliminations (6,385) (1,262) - (1,723) Total Revenue $1,079,051 $1,129,814 $1,096,960 $688,369 $438,589 $348,566 $628,414 $544,135 $341,191 $155,048 $221,395 $388,349 Net income (loss) margin 18.7% 20.6% 19.6% 21.1% 15.4% 17.0% 24.9% 27.6% 19.5% (5.3%) 9.6% 10.4% Adjusted EBITDA margin 32.7% 34.7% 36.3% 33.1% 27.4% 34.7% 36.4% 39.1% 32.9% 20.8% 28.5% 25.8% *For the year ended December 31, 2014, we had EBITDA of $88.8 million, representing net income of $59.1 million, excluding net interest expense of $11.2 million, income tax expense of $0.3 million and depreciation and amortization of $18.2 million. There was no early extinguishment of debt in 2014. Stock-based compensation was $1.3 million in 2014. Adjusted EBITDA was equal to $90.1 million Revenue was $259.5 million, Net Income margin was 22.8% and Adjusted EBITDA margin was 34.7%. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures calculated in accordance with GAAP. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are supplemental non-GAAP financial measures that are used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define EBITDA as net income excluding net interest, income tax and depreciation and amortization. We define Adjusted EBITDA as EBITDA excluding severance expenses, revaluation of tax receivable agreement liability, (gain) loss on debt extinguishment, stock-based compensation, remeasurement loss on earn-out liability, inventory step-up expense, and transaction (acquisition or equity offering) related expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Revenue. Our management believes EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are useful, because they allow management to more effectively evaluate our operating performance and compare the results of our 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, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computations of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies. We present EBITDA, Adjusted EBITDA and Adjusted EBITDA margin because we believe they provide useful information regarding the factors and trends affecting our business. Non-GAAP Reconciliation (Cactus) Important Disclosure Regarding Non-GAAP Measures


 
Cactus | 24 $498 million 2024 Revenue $87 million 2024 Adjusted EBITDA(1)(2) 17% 2024 Adjusted EBITDA Margin(1)(2) >$600mm December 31, 2024 Backlog ~85% Middle East Revenues >$150mm 2024 Aftermarket Service Revenue 3 International Manufacturing Facilities ~1,100 Employees Conventional Wellhead Systems Compact Multibowl Wellhead Solutions Carbon Capture and Injection Wellhead Solutions Geothermal Wellhead Solutions 2) EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. This Appendix contains a reconciliation of Cactus International EBITDA and Adjusted EBITDA to net income, the most comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA Margin is defined as Adjusted EBITDA expressed as a percentage of Revenue. Cactus International Joint Venture At a Glance ● Cactus closed on its acquisition of a majority interest in the Surface Pressure Control business of Baker Hughes on January 1, 2026 ● Combination of former Vetco Gray onshore and Wood Group Pressure Control businesses ● Provides field service and repair work for large installed base of equipment About Cactus International 1) Audited special purpose financial statements of the Surface Pressure Control Business of Baker Hughes Company as of and for the year ended December 31, 2024 have been filed with the Securities and Exchange Commission. However, such financial statements do not include all financial information needed to calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA margin of Cactus International, which are non-GAAP measures. Therefore, such measures for Cactus International have been derived from information provided by Baker Hughes Holdings LLC and its affiliates consistent with Cactus’s definitions of such measures but have not been confirmed by Cactus and have not been audited. Total Adjusted EBITDA reflects fully consolidated Cactus International, which includes the earnings of a 10% JV partner in Cactus International’s business in Saudi Arabia. 1906 Founded 1986 Regan Forge Legacy acquired by Vetco Gray 2007 Acquired by GE Oil & Gas 2011 Acquired by GE Oil & Gas 2017 GE Oil & Gas merged with Baker Hughes 2026 Cactus International Joint Venture formed


 
Cactus | 25 1) Reflects 2024 results. International defined as non-U.S. revenue. 2) Represents the combined revenue of Cactus and Cactus International for 2024, as if Cactus had acquired 100% of the interests of Cactus International on January 1, 2024. Pursuant to the Cactus International Transaction, which closed on January 1, 2026, Cactus acquired 65% of the interests of Cactus International. Does not represent actual historical results and excludes pro forma adjustments. International defined as non-U.S. revenue. Cactus International Provides Transformative Geographic Exposure Cactus Excluding Cactus International(1) Cactus & Cactus International (100%)(2) Pressure Control Revenue Cactus Consolidated Revenue U.S. 56% International 44% U.S. 66% International 34% U.S. 94% International 6% U.S. 95% International 5%


 
Cactus | 26 Cactus Excluding Cactus International Cactus International (100%)(1) Cactus & Cactus International(2) Revenue $1,130 million $498 million $1,628 million Adj. EBITDA(3) $392 million $87 million $479 million Adj. EBITDA Margin(3) 35% 17% 29% Net Capital Expenditures(4) $35 million $10 million $46 million Adj. EBITDA – Net Capex $357 million $76 million $433 million 1) Audited special purpose financial statements of the Surface Pressure Control Business of Baker Hughes Company as of and for the year ended December 31, 2024 have been filed with the Securities and Exchange Commission. However, such financial statements do not include all financial information needed to calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA margin of Cactus International, which are non-GAAP measures. Therefore, such measures for Cactus International have been derived from information provided by Baker Hughes Holdings LLC and its affiliates consistent with Cactus’s definitions of such measures but have not been confirmed by Cactus and have not been audited. Total Adjusted EBITDA reflects fully consolidated Cactus International, which includes the earnings of a 10% JV partner in Cactus International’s business in Saudi Arabia. 2) Represents the combined results of Cactus and Cactus International for 2024, as if Cactus had acquired 100% of the interests of Cactus International on January 1, 2024. Pursuant to the Cactus International Transaction, which closed on January 1, 2026, Cactus acquired 65% of the interests of Cactus International. Does not represent actual historical results and excludes pro forma adjustments. 3) EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See the other pages of this appendix for reconciliations to the most comparable financial measures calculated in accordance with GAAP. 4) Net Capital Expenditures (or “Net Capex”) for Cactus represents cash flows from investing activities. Note: Figures may not sum due to rounding. Cactus & Cactus International Financial Profile 2024 Financial Information (Excluding Synergies)


 
Cactus | 27 Year Ended ($ in thousands) December 31, 2024 2023 Net income $51,304 $23,278 Interest expense, net 49,148 6,575 Other income (21,067) (2,133) Income tax expense 3,154 6,423 EBIT 82,539 34,143 Depreciation and amortization 4,709 5,716 EBITDA $87,248 $39,859 Business restructuring(1) 3,207 - Saudi Arabia JV commission expense(2) (5,421) (4,359) Other adjustments(3) 1,827 13,240 Adjusted EBITDA(4) $86,861 $48,740 Saudi Arabia JV non-controlling interest(5) (7,284) (5,330) Transaction Adjusted EBITDA $79,577 $43,410 Revenue $498,194 $461,231 Net income margin 10.3% 5.0% Adjusted EBITDA margin 17.4% 10.6% Non-GAAP Reconciliation (Cactus International) EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin are not measures calculated in accordance with GAAP. EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin are supplemental non-GAAP financial measures that are used by Cactus management. We define Cactus International’s EBITDA as net income excluding net interest, income tax, other income, and depreciation and amortization. We define Cactus International’s Adjusted EBITDA and Transaction Adjusted EBITDA as EBITDA excluding the items indicated on this slide. We define Cactus International’s Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Revenue. We believe EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin are useful because they allow management to more effectively evaluate Cactus International’s operating performance and compare the results of Cactus International’s 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, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computations of Cactus International’s EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies. We present Cactus International’s EBITDA, Adjusted EBITDA, Transaction Adjusted EBITDA and Adjusted EBITDA margin because we believe they provide useful information regarding the factors and trends affecting Cactus International’s business. Audited special purpose financial statements of the Surface Pressure Control Business of Baker Hughes Company as of and for the year ended December 31, 2024 have been filed with the Securities and Exchange Commission. However, such financial statements do not include all financial information needed to calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA margin of Cactus International, which are non-GAAP measures. Therefore, such measures for Cactus International have been derived from information provided by Baker Hughes Holdings LLC and its affiliates consistent with Cactus’s definitions of such measures but have not been confirmed by Cactus and have not been audited. Important Disclosure Regarding Non-GAAP Measures 1) Reflects non-recurring expenses associated with the shutdown of a manufacturing facility in Mexico. 2) Reflects a selling commission due to a 10% non-controlling interest partner in Saudi Arabia excluded from operating income. 3) Other adjustments include out-of-period adjustments, non-recurring contract results, normalization of incentive compensation and other non-operational or timing adjustments. 4) Adjusted EBITDA reflects fully consolidated Cactus International, which includes the earnings of a 10% JV partner in Cactus International’s business in Saudi Arabia. 5) Reflects a 10% JV partner in Saudi Arabia’s share of earnings on an EBITDA basis, which is not included in the transaction. Note: Figures represent 100% of the results of Cactus International for the periods indicated. Pursuant to the Cactus International Transaction, which closed on January 1, 2026, Cactus acquired 65% of the interests of Cactus International.


 
Cactus | 28 Public 87% Management, Board & Select Employees 13% 1) As of May 28, 2026. Excludes effect of dilutive securities. 2) As of May 28, 2026. Market capitalization utilizes total shares outstanding. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions. 3) As of March 31, 2026. Net cash amount includes capital leases and restricted cash. Company Organizational Structure Company Organizational Structure Ownership Profile(4) Organizational Structure(1)Company Profile Ticker WHD (NYSE) Class A Shares Outstanding(1) ~69mm Class B Shares Outstanding(1) ~11mm Total Shares Outstanding(1) ~80mm Market Capitalization(2) ~$4.7bn Net Cash(3) ~$274mm Quarterly Dividend Per Share(2) $0.14 Annual Dividend Yield(2) 1.0% CC Unit Holders Public Investors Cactus, Inc.(5) (NYSE: WHD) Cactus Companies, LLC Operating Subsidiaries Class A Common Stock (86.6% voting power) Class B Common Stock (13.4% voting power) 10.8mm CC Units (13.4% economic rights) 69.4mm CC Units (86.6% economic rights) 100% Class A & Class B Shareholders Have Equal Voting Rights 4) As of May 28, 2026. 5) Cactus Inc.’s ownership of Cactus Companies, LLC is inclusive of its 100% ownership in Cactus Acquisitions LLC. Source: Company filings


 
Cactus | 29 Investor Relations Contact Treasurer, Director of Corporate Development & Investor Relations 713-904-4669 IR@CactusWHD.com Alan Boyd