株探米国株
日本語 英語
エドガーで原本を確認する
FALSE000169913600016991362025-02-262025-02-26

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): February 26, 2025
______________________________________________________________________________
Cactus, Inc.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________

Delaware 001-38390 35-2586106
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)


920 Memorial City Way, Suite 300
Houston, Texas 77024
(Address of principal executive offices)
(Zip Code)

(713) 626-8800
(Registrant’s telephone number, including area code)
______________________________________________________________________________

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.01 WHD New York Stock Exchange

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

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

1



Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02.

On February 26, 2025, Cactus, Inc. issued a press release announcing its results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

2



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.
February 26, 2025
By: /s/ Jay A. Nutt
Date Name: Jay A. Nutt
Title: Executive Vice President, Chief Financial Officer and Treasurer

3

EX-99.1 2 whd-20241231xexhibit991.htm EX-99.1 Document

Exhibit 99.1
whd-20200429xex99d1g001a.jpg

Cactus Announces Fourth Quarter and Full Year 2024 Results

HOUSTON – February 26, 2025 – Cactus, Inc. (NYSE: WHD) (“Cactus” or the “Company”) today announced financial and operating results for the fourth quarter and full year of 2024.
Fourth Quarter Highlights
•Revenue of $272.1 million and operating income of $70.5 million;
•Net income of $57.4 million and diluted earnings per Class A share of $0.68;
•Adjusted net income(1) of $56.8 million and diluted earnings per share, as adjusted(1) of $0.71;
•Net income margin of 21.1% and adjusted net income margin(1) of 20.9%;
•Adjusted EBITDA(2) and Adjusted EBITDA margin(2) of $92.7 million and 34.1%, respectively;
•Cash flow from operations of $66.6 million;
•Cash and cash equivalents balance of $342.8 million with no bank debt outstanding as of December 31, 2024; and
•In January 2025, the Board of Directors declared a quarterly cash dividend of $0.13 per Class A share.
Financial Summary
Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31,
2024 2024 2023 2024 2023
(in thousands) (in thousands)
Revenues $ 272,121  $ 293,181  $ 274,866  $ 1,129,814  $ 1,096,960 
Operating income(3)
$ 70,452  $ 76,792  $ 78,553  $ 289,613  $ 264,366 
Operating income margin 25.9  % 26.2  % 28.6  % 25.6  % 24.1  %
Net income $ 57,447  $ 62,437  $ 62,074  $ 232,758  $ 214,840 
Net income margin 21.1  % 21.3  % 22.6  % 20.6  % 19.6  %
Adjusted net income(1)
$ 56,796  $ 63,479  $ 65,059  $ 245,067  $ 253,144 
Adjusted net income margin(1)
20.9  % 21.7  % 23.7  % 21.7  % 23.1  %
Adjusted EBITDA(2)
$ 92,711  $ 100,370  $ 100,121  $ 392,050  $ 398,065 
Adjusted EBITDA margin(2)
34.1  % 34.2  % 36.4  % 34.7  % 36.3  %
(1)    Adjusted net income, Adjusted net income margin and diluted earnings per share, as adjusted are non-GAAP financial measures. These figures assume Cactus, Inc. held all units in its operating subsidiary at the beginning of the period. Additional information regarding non-GAAP measures and the reconciliation of GAAP to non-GAAP financial measures are in the Supplemental Information tables.
(2)    Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See definition of these measures and the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables.
(3)    Operating income reflects certain expenses related to the FlexSteel acquisition, including expenses related to the remeasurement of the earn-out liability associated with the FlexSteel acquisition and intangible amortization expenses related to purchase price accounting. See the reconciliation of GAAP to non-GAAP financial measures in the Supplemental Information tables for further details.



1


Scott Bender, CEO and Chairman of the Board of Cactus, commented, “Full year results for 2024 reflect solid performance in both of our business segments. In the fourth quarter, adjusted EBITDA margins remained strong, although revenues were softer than anticipated in our Spoolable Technologies segment due to elevated seasonal industry slowdowns.”

“In the first quarter of 2025, we anticipate that U.S. land activity levels will be unchanged from the fourth quarter of 2024. In Pressure Control, we expect revenues to be flat to up sequentially. In Spoolable Technologies, we anticipate revenues to be softer than the fourth quarter. Activity in the first quarter has been slow to recover from deeper than anticipated seasonal declines at the end of the fourth quarter. Similar to prior years, we expect that Spoolable Technologies revenues will increase in the seasonally stronger second quarter.”

Mr. Bender concluded, “I remain immensely proud of the business our team has established, with two segments that outperformed the lower year-over-year average industry activity levels in 2024. Our focus on offering our customers differentiated, highly engineered products and services that provide safety and efficiency benefits continues to be the driver of this out performance. Although expectations for 2025 U.S. land activity levels remain soft, we have several initiatives underway that are intended to grow our customer base and mitigate potential tariff impacts, including further international sales growth, diversifying our supply chain, and introducing new products.”
Segment Performance
We report two business segments, Pressure Control and Spoolable Technologies. Corporate and other expenses not directly attributable to either segment are presented separately as Corporate and Other Expenses.

Pressure Control

Fourth quarter 2024 Pressure Control revenue decreased $8.4 million, or 4.5%, sequentially, as sales of wellhead and production related equipment declined primarily due to lower customer activity. Operating income was $1.7 million lower, or 3.3%, sequentially, with margins increasing 40 basis points due to the non-recurrence of reserves taken in the third quarter, partly offset by lower operating leverage. Adjusted Segment EBITDA decreased 0.8%, sequentially, with Adjusted Segment EBITDA margins increasing 130 basis points.    

Spoolable Technologies

Fourth quarter 2024 Spoolable Technologies revenues decreased $12.1 million, or 11.2%, sequentially, due to reduced customer activity levels in the seasonally slow quarter. Operating income was $7.4 million lower, or 22.4%, sequentially, with operating income margins decreasing 380 basis points due to higher input costs and reduced operating leverage. Adjusted Segment EBITDA was $7.3 million lower, or 17.1%, sequentially, with Adjusted Segment EBITDA margins decreasing 260 basis points.

Corporate and Other Expenses

Fourth quarter 2024 Corporate and Other expenses decreased $2.8 million, or 31.8%, sequentially, primarily due to the non-recurrence of professional fees incurred during the third quarter related to growth initiatives.
2


Liquidity, Capital Expenditures and Other
As of December 31, 2024, the Company had $342.8 million of cash and cash equivalents, no bank debt outstanding, and $222.6 million of availability on our revolving credit facility. Operating cash flow was $66.6 million for the fourth quarter of 2024. During the fourth quarter, the Company made dividend payments and associated distributions of $10.3 million. The Company also made TRA payments and associated distributions of $6.3 million related to 2023 tax savings provided by the TRA.

Net capital expenditures were $11.3 million during the fourth quarter of 2024. Net capital expenditures for the full year of 2024 were $35.4 million. For the full year 2025, the Company expects net capital expenditures to be in the range of $45 million to $55 million, inclusive of capital directed towards supply chain diversification efforts and efficiency improvements in the Baytown manufacturing facility.

As of December 31, 2024, Cactus had 68,151,542 shares of Class A common stock outstanding (representing 85.6% of the total voting power) and 11,432,545 shares of Class B common stock outstanding (representing 14.4% of the total voting power).
Quarterly Dividend
In January 2025, the Board approved a quarterly cash dividend of $0.13 per share of Class A common stock, with payment to occur on March 20, 2025 to holders of record of Class A common stock at the close of business on March 3, 2025. A corresponding distribution of up to $0.13 per CC Unit has also been approved for holders of CC Units of Cactus Companies, LLC.
Conference Call Details
The Company will host a conference call to discuss financial and operational results tomorrow, Thursday February 27, 2025 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).

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

An archived webcast of the conference call will be available on the Company’s website shortly after the end of the call.
About Cactus, Inc.
Cactus designs, manufactures, sells or rents a range of highly engineered pressure control and spoolable pipe technologies. Its products are sold and rented principally for onshore unconventional oil and gas wells and are utilized during the drilling, completion and production phases of its customers’ wells. In addition, it provides field services for its products and rental items to assist with the installation, maintenance and handling of the equipment. Cactus operates service centers throughout North America and Australia, while also providing equipment and services in select international markets.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release and oral statements made regarding the matters addressed in this release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks,
3


uncertainties and other factors, many of which are outside of Cactus’ control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “will,” “when,” “once,”“hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements discuss future expectations, contain projections of results of operations or of financial condition, or state other “forward-looking” information. You are cautioned not to place undue reliance on any forward-looking statements, which can be affected by assumptions used or by risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other factors noted in the Company’s Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. Cactus disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
Cactus, Inc.
Alan Boyd, 713-904-4669
Director of Corporate Development and Investor Relations
IR@CactusWHD.com
Source: Cactus, Inc.
4


Cactus, Inc.
Condensed Consolidated Statements of Income
(unaudited)
 
Three Months Ended December 31, Twelve Months Ended December 31,
2024 2023 2024 2023
(in thousands, except per share data)
Revenues
Pressure Control $ 176,719  $ 180,454  $ 724,038  $ 756,727 
Spoolable Technologies 96,072  94,412  407,038  340,233 
Corporate and other(1)
(670) —  (1,262) — 
Total revenues 272,121  274,866  1,129,814  1,096,960 
Operating income
Pressure Control 50,829  56,053  210,710  236,934 
Spoolable Technologies 25,523  28,168  104,864  62,172 
Total segment operating income 76,352  84,221  315,574  299,106 
Corporate and other expenses (5,900) (5,668) (25,961) (34,740)
  Total operating income 70,452  78,553  289,613  264,366 
Interest income (expense), net 2,303  (182) 6,459  (6,480)
Other income, net 3,204  686  3,204  4,490 
Income before income taxes 75,959  79,057  299,276  262,376 
Income tax expense 18,512  16,983  66,518  47,536 
Net income $ 57,447  $ 62,074  $ 232,758  $ 214,840 
Less: net income attributable to non-controlling interest 10,760  13,127  47,351  45,669 
Net income attributable to Cactus, Inc. $ 46,687  $ 48,947  $ 185,407  $ 169,171 
Earnings per Class A share - basic $ 0.69  $ 0.75  $ 2.79  $ 2.62 
Earnings per Class A share - diluted(2)
$ 0.68  $ 0.74  $ 2.77  $ 2.57 
Weighted average shares outstanding - basic 67,474  65,360  66,393  64,641 
Weighted average shares outstanding - diluted(2)
80,359  79,860  79,915  79,460 

(1)Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(2)Dilution for the three months ended December 31, 2024 and December 31, 2023 includes an additional $11.2 million and $13.8 million of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 26.0% and 12.1 million and 14.1 million weighted average shares of Class B common stock, respectively, plus the effect of dilutive securities. Dilution for the twelve months ended December 31, 2024 and December 31, 2023 includes an additional $49.0 million and $47.4 million of pre-tax income attributable to non-controlling interest adjusted for a corporate effective tax rate of 26.0% and 13.1 million and 14.6 million weighted average shares of Class B common stock, respectively, plus the effect of dilutive securities.
5


Cactus, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
December 31,
2024 2023
(in thousands)
Assets
Current assets
Cash and cash equivalents $ 342,843  $ 133,792 
Accounts receivable, net 191,627  205,381 
Inventories 226,796  205,625 
Prepaid expenses and other current assets 13,422  11,380 
Total current assets 774,688  556,178 
Property and equipment, net 346,008  345,502 
Operating lease right-of-use assets, net 24,094  23,496 
Intangible assets, net 163,991  179,978 
Goodwill 203,028  203,028 
Deferred tax asset, net 219,003  204,852 
Other noncurrent assets 8,516  9,527 
Total assets $ 1,739,328  $ 1,522,561 
Liabilities and Equity
Current liabilities
Accounts payable $ 72,001  $ 71,841 
Accrued expenses and other current liabilities 75,416  50,654 
Earn-out liability —  20,810 
Current portion of liability related to tax receivable agreement 20,297  20,855 
Finance lease obligations, current portion 7,024  7,280 
Operating lease liabilities, current portion 4,086  4,220 
Total current liabilities 178,824  175,660 
Deferred tax liability, net 2,868  3,589 
Liability related to tax receivable agreement, net of current portion 258,376  250,069 
Finance lease obligations, net of current portion 10,528  9,352 
Operating lease liabilities, net of current portion 20,078  19,121 
Other noncurrent liabilities 4,475  — 
Total liabilities 475,149  457,791 
Equity 1,264,179  1,064,770 
Total liabilities and equity $ 1,739,328  $ 1,522,561 
6


Cactus, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
Twelve Months Ended December 31,
2024 2023
(in thousands)
Cash flows from operating activities
Net income $ 232,758  $ 214,840 
Reconciliation of net income to net cash provided by operating activities
Depreciation and amortization 60,438  65,045 
Deferred financing cost amortization 1,120  4,514 
Stock-based compensation 22,888  18,105 
Provision for expected credit losses 370  2,622 
Inventory obsolescence 3,841  5,337 
Gain on disposal of assets (1,013) (3,156)
Deferred income taxes 19,773  17,343 
Change in fair value of earn-out liability 16,318  14,850 
Gain from revaluation of liability related to tax receivable agreement (3,204) (4,490)
Changes in operating assets and liabilities:
Accounts receivable 13,048  (11,858)
Inventories (25,628) 41,922 
Prepaid expenses and other assets (2,267) 753 
Accounts payable 675  8,710 
Accrued expenses and other liabilities 28,964  (7,367)
Payments pursuant to tax receivable agreement (20,800) (26,890)
Payment of earn-out liability (31,168) — 
Net cash provided by operating activities 316,113  340,280 
Cash flows from investing activities
Acquisition of a business, net of cash and cash equivalents acquired —  (616,189)
Capital expenditures and other (39,176) (43,977)
Proceeds from sales of assets 3,788  5,373 
Net cash used in investing activities (35,388) (654,793)
Cash flows from financing activities
Proceeds from the issuance of long-term debt —  155,000 
Repayments of borrowings of long-term debt —  (155,000)
Net proceeds from the issuance of Class A common stock —  169,878 
Payment of contingent consideration (5,960) — 
Payments of deferred financing costs —  (6,934)
Payments on finance leases (7,882) (7,652)
Dividends paid to Class A common stock shareholders (33,681) (30,124)
Distributions to members (13,290) (16,644)
Repurchases of shares (9,331) (5,249)
Net cash provided by (used in) financing activities (70,144) 103,275 
Effect of exchange rate changes on cash and cash equivalents (1,530) 503 
Net increase (decrease) in cash and cash equivalents 209,051  (210,735)
Cash and cash equivalents
Beginning of period 133,792  344,527 
End of period $ 342,843  $ 133,792 
7



Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin
(unaudited)
 
Adjusted net income, diluted earnings per share, as adjusted and adjusted net income margin are not measures of net income as determined by GAAP but they are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements. Cactus defines adjusted net income as net income assuming Cactus, Inc. held all units in its operating subsidiary at the beginning of the period, with the resulting additional income tax expense related to the incremental income attributable to Cactus, Inc. Adjusted net income also includes certain other adjustments described below. Cactus defines diluted earnings per share, as adjusted as Adjusted net income divided by weighted average shares outstanding, as adjusted. Cactus defines Adjusted net income margin as Adjusted net income divided by total revenue. The Company believes this supplemental information is useful for evaluating performance period over period.
Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31,
2024 2024 2023 2024 2023
(in thousands, except per share data)
Net income $ 57,447  $ 62,437  $ 62,074  $ 232,758  $ 214,840 
Adjustments:
Revaluation gain on TRA liability(1)
(3,204) —  (807) (3,204) (4,490)
Transaction related expenses, pre-tax(2)
—  2,793  327  2,793  12,183 
Intangible amortization expense(3)
3,997  3,997  3,997  15,988  20,323 
Remeasurement loss on earn-out liability(4)
—  138  1,918  16,318  14,850 
Inventory step-up expense(5)
—  —  —  —  23,516 
Income tax expense differential(6)
(1,444) (5,886) (2,450) (19,586) (28,078)
Adjusted net income $ 56,796  $ 63,479  $ 65,059  $ 245,067  $ 253,144 
Diluted earnings per share, as adjusted $ 0.71  $ 0.79  $ 0.81  $ 3.07  $ 3.19 
Weighted average shares outstanding, as adjusted(7)
80,359  80,190  79,860  79,915  79,460 
Revenue $ 272,121  $ 293,181  $ 274,866  $ 1,129,814  $ 1,096,960 
Net income margin 21.1  % 21.3  % 22.6  % 20.6  % 19.6  %
Adjusted net income margin 20.9  % 21.7  % 23.7  % 21.7  % 23.1  %
(1)Represents non-cash adjustments for the revaluation of the liability related to the TRA.
(2)Reflects fees and expenses recorded in connection with growth initiatives, including the FlexSteel acquisition and related financing.
(3)Reflects amortization expense associated with the step-up in intangible value due to purchase price accounting.
(4)Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(5)Represents amortization of the FlexSteel inventory step-up adjustment due to purchase price accounting.
(6)Represents the increase or decrease in tax expense as though Cactus, Inc. owned 100% of its operating subsidiary at the beginning of the period, calculated as the difference in tax expense recorded during each period and what would have been recorded, adjusted for pre-tax items listed above, based on a corporate effective tax rate of 26.0% on income before income taxes for the three and twelve months ended December 31, 2024, 26.0% for the three months ended September 30, 2024, and 23.0% for the three and twelve months ended December 31, 2023.
(7)Reflects 67.5, 66.6, and 65.4 million weighted average shares of basic Class A common stock outstanding and 12.1, 13.0 and 14.1 million of additional shares for the three months ended December 31, 2024, September 30, 2024 and December 31, 2023, respectively, and 66.4 and 64.6 million weighted average shares of Class A common stock and 13.1 and 14.6 million of additional shares for the twelve months ended December 31, 2024 and December 31, 2023, respectively, as if the weighted average shares of Class B common stock were exchanged and cancelled for Class A common stock at the beginning of the period, plus the effect of dilutive securities.
8


Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
(unaudited)

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization. Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.
Cactus management believes EBITDA and Adjusted EBITDA are useful because they allow management to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31,
2024 2024 2023 2024 2023
(in thousands)
Net income $ 57,447  $ 62,437  $ 62,074  $ 232,758  $ 214,840 
Interest (income) expense, net (2,303) (2,062) 182  (6,459) 6,480 
Income tax expense 18,512  16,417  16,983  66,518  47,536 
Depreciation and amortization 15,314  15,077  14,865  60,438  65,045 
EBITDA 88,970  91,869  94,104  353,255  333,901 
Revaluation gain on TRA liability(1)
(3,204) —  (807) (3,204) (4,490)
Transaction related expenses(2)
—  2,793  327  2,793  12,183 
Remeasurement loss on earn-out liability(3)
—  138  1,918  16,318  14,850 
Inventory step-up expense(4)
—  —  —  —  23,516 
Stock-based compensation 6,945  5,570  4,579  22,888  18,105 
Adjusted EBITDA $ 92,711  $ 100,370  $ 100,121  $ 392,050  $ 398,065 
Revenue $ 272,121  $ 293,181  $ 274,866  $ 1,129,814  $ 1,096,960 
Net income margin 21.1  % 21.3  % 22.6  % 20.6  % 19.6  %
Adjusted EBITDA margin 34.1  % 34.2  % 36.4  % 34.7  % 36.3  %
(1)    Represents non-cash adjustments for the revaluation of the liability related to the TRA.
(2)Reflects fees and expenses recorded in connection with growth initiatives, including the FlexSteel acquisition and related financing.
(3)Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(4)Represents amortization of the FlexSteel inventory step-up adjustment due to purchase price accounting.


9


Cactus, Inc. – Supplemental Information
Reconciliation of GAAP to non-GAAP Financial Measures
Adjusted Segment EBITDA and Adjusted Segment EBITDA margin
(unaudited)

Adjusted Segment EBITDA and Adjusted Segment EBITDA margin are not measures of net income as determined by GAAP but are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. Cactus defines Adjusted Segment EBITDA as segment operating income excluding depreciation and amortization and the other items outlined below, in each case, that are attributable to the segment.
Cactus management believes Adjusted Segment EBITDA is useful because it allows management to more effectively evaluate the Company’s segment operating performance and compare the results of its segment operations from period to period without regard to financing methods or capital structure, or other items that impact comparability of financial results from period to period. Adjusted Segment EBITDA should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. The Company’s computations of Adjusted Segment EBITDA may not be comparable to other similarly titled measures of other companies. Cactus defines Adjusted Segment EBITDA margin as Adjusted Segment EBITDA divided by total segment revenue. Cactus presents this supplemental information because it believes it provides useful information regarding the factors and trends affecting the Company’s business.

10


Three Months Ended Twelve Months Ended
December 31, September 30, December 31, December 31,
2024 2024 2023 2024 2023
(in thousands)
Pressure Control
Revenue $ 176,719  $ 185,099  $ 180,454  $ 724,038  $ 756,727 
Operating income 50,829  52,537  56,053  210,710  236,934 
Depreciation and amortization expense 6,717  6,592  6,911  26,782  30,898 
Stock-based compensation 3,954  2,837  1,701  11,917  6,886 
Adjusted Segment EBITDA $ 61,500  $ 61,966  $ 64,665  $ 249,409  $ 274,718 
Operating income margin 28.8  % 28.4  % 31.1  % 29.1  % 31.3  %
Adjusted Segment EBITDA margin 34.8  % 33.5  % 35.8  % 34.4  % 36.3  %
Spoolable Technologies
Revenue $ 96,072  $ 108,155  $ 94,412  $ 407,038  $ 340,233 
Operating income 25,523  32,907  28,168  104,864  62,172 
Depreciation and amortization expense 8,597  8,485  7,954  33,656  34,147 
Stock-based compensation 1,162  1,015  1,313  4,251  4,016 
Remeasurement loss on earn-out liability(1)
—  138  1,797  16,318  14,850 
Inventory step-up expense(2)
—  —  —  —  23,516 
Adjusted Segment EBITDA $ 35,282  $ 42,545  $ 39,232  $ 159,089  $ 138,701 
Operating income margin 26.6  % 30.4  % 29.8  % 25.8  % 18.3  %
Adjusted Segment EBITDA margin 36.7  % 39.3  % 41.6  % 39.1  % 40.8  %
Corporate and Other
Revenue(3)
$ (670) $ (73) $ —  $ (1,262) $ — 
Corporate and other expenses (5,900) (8,652) (5,668) (25,961) (34,740)
Stock-based compensation 1,829  1,718  1,565  6,720  7,203 
Transaction related expenses(4)
—  2,793  327  2,793  12,183 
Adjusted Corporate EBITDA $ (4,071) $ (4,141) $ (3,776) $ (16,448) $ (15,354)
Total revenue $ 272,121  $ 293,181  $ 274,866  $ 1,129,814  $ 1,096,960 
Total operating income $ 70,452  $ 76,792  $ 78,553  $ 289,613  $ 264,366 
Total operating income margin 25.9  % 26.2  % 28.6  % 25.6  % 24.1  %
Total Adjusted EBITDA $ 92,711  $ 100,370  $ 100,121  $ 392,050  $ 398,065 
Total Adjusted EBITDA margin 34.1  % 34.2  % 36.4  % 34.7  % 36.3  %
(1) Represents non-cash adjustments for the remeasurement of the earn-out liability associated with the FlexSteel acquisition.
(2) Represents amortization of the FlexSteel inventory step-up adjustment due to purchase price accounting.
(3) Represents the elimination of inter-segment revenue for sales from our Pressure Control segment to our Spoolable Technologies segment.
(4) Reflects fees and expenses recorded in connection with growth initiatives, including the FlexSteel acquisition and related financing.


11