8-K/A: Cactus Inc. Amends 8-K, Details Baker Hughes Pressure Control Acquisition

Cactus, Inc. filed an amendment to its Form 8-K, providing historical financial statements and pro forma financial information for its acquisition of a 65% interest in Baker Hughes Pressure Control LLC.

Summary

• Cactus, Inc. (the Company) filed an Amendment No. 1 to its Current Report on Form 8-K to provide historical financial statements and pro forma financial information related to its acquisition of Baker Hughes Pressure Control LLC (SPC).
• The acquisition, completed on January 1, 2026, involved Cactus UK Holding Limited, a subsidiary of Cactus, acquiring 65% of SPC's membership interests.
• The aggregate purchase consideration was $382.0 million, comprising $371.0 million in cash paid at closing and $11.0 million in deferred consideration.
• Baker Hughes Company retained a 35% non-controlling interest in the newly formed joint venture, with Cactus assuming operational control.
• SPC, the acquired business, is a manufacturer and service provider of pressure control equipment for oil and gas drilling, completion, and production, focusing on the international market.
• For the nine months ended September 30, 2025, SPC reported total revenue of $469 million and revenue less direct expenses of $96 million.
• For the year ended December 31, 2024, SPC reported total revenue of $503 million and revenue less direct expenses of $89 million.
• Pro forma combined total assets as of September 30, 2025, are estimated at $2,302.7 million, with total liabilities at $745.6 million.
• Pro forma combined total revenues for the nine months ended September 30, 2025, are $1,286.8 million, and for the year ended December 31, 2024, are $1,632.8 million.
• The transaction resulted in the recognition of $95.3 million in goodwill and $190.2 million in intangible assets.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it provides transparency on a significant strategic acquisition that expands market reach and product offerings, despite the preliminary nature of the financial projections and associated integration costs.

Positives

• Acquisition of 65% interest in Baker Hughes Pressure Control LLC expands Cactus's market presence and product diversification.
• The acquired SPC business generated $469 million in revenue for the nine months ended September 30, 2025, and $503 million for the year ended December 31, 2024, contributing significantly to pro forma combined revenues.
• The transaction is expected to provide expanded international market opportunities and increased exposure to additional end-market streams.
• Cactus funded the $371.0 million cash consideration with cash on hand, indicating strong liquidity.

Negatives

• The transaction introduces $11.0 million in deferred consideration payable to the seller on the first anniversary of the transaction date.
• A refund remittance liability of $11.0 million related to expected VAT refunds in Mexico has been recorded, which is assumed to remain outstanding until resolved.
• The pro forma financial information includes increased expenses due to depreciation, amortization of new intangible assets, and transition service costs.
• Non-recurring transaction expenses of $3.8 million are estimated to be incurred subsequent to September 30, 2025.

Risks

• The unaudited pro forma financial information is preliminary and subject to revision, which may result in material changes.
• The pro forma information is for illustrative purposes only and does not necessarily reflect the combined company's future financial position or operating results, nor does it reflect anticipated synergies or cost savings.
• The goodwill recognized in the transaction, amounting to $95.3 million, is not expected to be deductible for tax purposes.
• The final purchase price consideration is subject to a potential working capital adjustment.
• Reliance on a Transition Service Agreement (TSA) for certain services (IT, finance, real estate, commercial support) from the seller for 1 to 24 months post-closing introduces a transitional dependency.

Future Outlook

The pro forma financial information is presented for illustrative purposes only and is not intended to represent what the Company's actual results or financial condition would have been if the transaction had occurred on the relevant date. It does not project future results or financial condition and does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved.

Management Comments

• Jay A. Nutt, Executive Vice President and Chief Financial Officer, signed the report on behalf of Cactus, Inc.

Industry Context

StockSavvy.ai notes that this acquisition positions Cactus, Inc. to strengthen its global footprint in the surface pressure control equipment market, a critical segment within the oil and gas drilling and production industry. By acquiring a controlling interest in Baker Hughes' SPC product line, Cactus is expanding its product diversification and international market exposure, potentially enhancing its competitive standing against other global energy technology providers.

Related Party Transactions

• Baker Hughes Company retained a 35% non-controlling interest in the joint venture.
• Sales of goods to Baker Hughes International Limited, a wholly owned subsidiary of Baker Hughes, amounted to $2 million for the nine months ended September 30, 2025, and $5 million for the year ended December 31, 2024.

Stakeholder Impact

• Shareholders: Potential for expanded international market opportunities, increased product diversification, and exposure to additional end-market streams.
• Baker Hughes Company: Retains a 35% non-controlling interest in the joint venture, indicating continued strategic involvement.
• Customers: The joint venture will focus on maintaining its leadership position in the international market for surface wellhead and production tree systems.

Next Steps

• Cactus will finalize the accounting for the transaction within one year from the Transaction Date (January 1, 2026).
• The refund remittance liability related to Mexico VAT is assumed to remain outstanding and classified as a current liability until the underlying matters are resolved.
• The seller will provide certain transitional services under a Transition Service Agreement for 1 to 24 months post-closing.

Key Dates

Recommendation

The filing provides the expected financial details for a significant acquisition that has already closed. While the transaction offers strategic benefits like market expansion and diversification, the pro forma nature of the financials, the preliminary allocation of purchase price, and the ongoing integration costs warrant a 'hold' recommendation. Investors should await actual post-acquisition performance and finalized financial reporting to assess the true impact and potential for synergies before making further investment decisions.

Keywords

Cactus Inc., Baker Hughes Pressure Control, Acquisition, SEC Filing, 8-K/A, Financial Statements, Pro Forma, Oil and Gas, Pressure Control Equipment, Joint Venture, Energy Technology, Corporate Governance, Financial Reporting