8-K/A - Cactus, Inc. | StockGist

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Cactus, Inc. filed an 8-K/A providing audited special purpose financial statements for Baker Hughes' Surface Pressure Control Business as of December 31, 2024 and for the nine months ended September 30, 2025, along with unaudited pro forma condensed combined financial information reflecting the acquisition of 65% interest completed on January 1, 2026. These disclosures comply with SEC requirements for the joint venture transaction valued at approximately $345 million cash consideration.

Key Takeaways

1Joint venture formed June 2, 2025; Cactus acquired 65% of Surface Pressure Control (SPC) for $371 million cash on January 1, 2026, Baker Hughes retains 35%

2SPC Revenue: $503M (2024), $469M (9M 2025); Revenue less direct expenses: $89M (2024), $96M (9M 2025)

3SPC Assets acquired: $410M (Sep 30, 2025), $388M (Dec 31, 2024); Liabilities assumed: $201M (Sep 30, 2025), $183M (Dec 31, 2024)

4Pro forma combined revenue: $1,286.8M (9M 2025), $1,632.8M (2024); Net income attributable to Cactus: $158.3M (9M 2025), $195.4M (2024)

5Auditor consent from KPMG LLP for SPC financials incorporation into Cactus registration statements

Current Report Details

Event Type

Exhibits Only

Disclosure

Amendment

Variant

8-K/A

Items Reported

9.01

Financial Statements and Exhibits. (a) Financial statements of business or funds acquired. The audited special purpose financial statements of the Surface Press

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Surface Pressure Control Business of Baker Hughes Company (SPC)
Consideration: $345 million cash consideration to Baker Hughes; aggregate purchase consideration $382.0 million including $371.0 million cash at closing
Structure: Joint venture; Cactus 65% controlling interest, Baker Hughes 35% non-controlling interest

•Agreement dated June 2, 2025
•Closed January 1, 2026

Exhibits (4)

23.1

EX-23.1

8-K/A

99.1

EX-99.1

99.2

EX-99.2