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Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
We had no bank debt outstanding as of September 30, 2026 and December 31, 2025. As of September 30, 2026, we had $14.7 million in letters of credit outstanding, $1.5 million of which reduced the borrowing capacity under our Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement was originally entered into on February 28, 2023, 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 (as amended from time to time, the “Amended ABL Credit Facility”). We were in compliance with all covenants under the Amended ABL Credit Facility as of September 30, 2026.
The Amended ABL Credit Facility was amended in December 2025. The amendment established a delayed‑draw term loan facility (the “Term Loan Facility”) and extended the maturity to December 1, 2030. The amendment provided for a Term Loan Facility of up to the lesser of $100.0 million and 85% of the appraised value of eligible machinery and equipment, which could be drawn in up to two advances during the six months following December 1, 2025. In June 2026, the Company further amended the Amended ABL Credit Facility to extend the maturity of the Term Loan Facility, with limitations on the scope of use of funds, to December 31, 2026. The Term Loan Facility was undrawn as of September 30, 2026 and December 31, 2025. Any amounts drawn will mature three years from the initial funding date and bear interest, at the borrower’s option, at ABR or SOFR‑based rates plus applicable margins. The unused portion of the Term Loan Facility is subject to a 0.05% monthly unused line fee.
The Amended ABL Credit Facility requires compliance with a maximum leverage ratio of 2.50 to 1.00 for so long as the Term Loan Facility is outstanding or available. Until the Term Loan Facility is repaid or terminated without being drawn, the collateral for the ABL Credit Facility was expanded to include certain equipment and intellectual property of Cactus Companies and its subsidiaries that are guarantors.

The Amended ABL Credit Facility provides up to $225.0 million in revolving commitments, of which $100.0 million is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL Credit Facility, Cactus Companies may request additional revolving commitments in an amount not to exceed $50.0 million, for a total of up to $275.0 million in revolving commitments. The maximum amount that Cactus Companies may borrow under the Amended ABL Credit Facility is subject to a borrowing base, which is based on a percentage of eligible accounts receivable and eligible inventory, subject to reserves and other adjustments.

Borrowings under the Amended ABL Credit Facility bear interest at Cactus Companies’ option at either (i) the Alternate Base Rate (as defined therein) (“ABR”), or (ii) the Adjusted Term SOFR Rate (as defined therein) (“Term Benchmark”), plus, in each case, an applicable margin. Letters of credit issued under the Amended ABL Credit Facility accrue fees at a rate equal to the applicable margin for Term Benchmark borrowings, plus a fronting fee. The applicable margin for revolving loan borrowings ranges from 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per annum for revolving loan Term Benchmark borrowings and, in each case, is based on the average quarterly availability of the revolving loan commitment under the Amended ABL Credit Facility for the immediately preceding fiscal quarter. If no amount is outstanding on the Term Loan Facility and the Leverage Ratio (as defined in the Amended ABL Credit Facility) is below 1.50 to 1.00, the applicable margin will be reduced by 0.25%. The unused portion of revolving commitment under the Amended ABL Credit Facility is subject to a commitment fee of 0.25% per annum. At September 30, 2026 and December 31, 2025, although there were no
borrowings outstanding, the applicable margin on our Term Benchmark borrowings was 1.00%, plus the base rate of one, three or six month SOFR plus 0.10%, subject to a floor rate.

In July 2026, Cactus Companies, and Baker Hughes Oilfield Equipment Manufacturing – Sole Proprietorship L.L.C., a 65% owned indirect subsidiary of Cactus Companies that is organized in the UAE (“Cactus UAE”), entered into a Facilities Agreement (the “Facilities Agreement”) with Commercial Bank of Dubai PSC, as lender (“CBD”), Cactus UAE as borrower, and Cactus Companies as guarantor.

The Facilities Agreement provides Cactus UAE with a $75.0 million secured credit facility, with sublimits of (x) $40.0 million for revolving credit borrowings, (y) $35.0 million for bank guarantees, bid bonds, performance bonds and similar obligations, and (z) $10.0 million for letters of credit (with a $35.0 million aggregate limit on the amount of bank guarantees, bid bonds, performance bonds, similar obligations and letters of credit). The credit facility established by the Facilities Agreement is scheduled to terminate on February 28, 2027, but CBD may elect to extend the facility for successive 12-month periods in its sole discretion. The obligations of Cactus UAE under the Facilities Agreement are guaranteed by Cactus Companies and secured by a lien on the accounts receivable and certain other personal property assets of Cactus UAE. The Facility Agreement will be used for working capital and general corporate purposes of Cactus International LLC and its subsidiaries (including Cactus UAE), a group of 65% owned subsidiaries of the Company that hold Baker Hughes Company’s former surface pressure control business.

Revolving credit borrowings under the Facility Agreement will accrue interest at the applicable reference rate set forth in the Facilities Agreement plus 1.85% per annum. Cactus UAE will pay fees to CBD in the amount of (x) 0.75% per annum for letters of credit issued under the Facility Agreement, (y) 0.75% per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located in the UAE, and (z) 1.00% per annum for bank guarantees, bid bonds, performance bonds and similar obligations issued under the Facility Agreement to beneficiaries located outside the UAE.

The Facilities Agreement contains customary events of default and various covenants and restrictive provisions that limit the ability of Cactus UAE and, in certain provisions, Cactus Companies, to, among other things, incur additional indebtedness and create liens, make investments or loans, merge or consolidate with other companies if not the surviving entity, sell assets, make certain restricted payments and distributions, and engage in transactions with affiliates. The Facilities Agreement also requires Cactus Companies to (x) maintain a leverage ratio no greater than 2.50 to 1.00 based on a ratio of total indebtedness to EBITDA (as defined in the Amended ABL Credit Facility) and (y) during a Cash Dominion Activation Period (as defined in the Amended ABL Credit Facility), maintain a minimum Fixed Charge Coverage Ratio (as defined in the Amended ABL Credit Facility) of 1.00 to 1.00.
As a result of the Cactus International acquisition, as of September 30, 2026 we have indemnified Baker Hughes for $13.9 million of contingent liabilities associated with letters of credit in support of Cactus International operations, which do not reduce the borrowing capacity under our Amended ABL Credit Facility.