Cactus Inc

Item 1A. Risk Factors. 

In addition to the information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading Item 1A. Risk Factors included in our 2024 Annual Report and the r, Part II, Item 1A. Risk fFactors and other cautionary statements containein our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in our other filings with the SEC, which could materially affect our business, results of operations, financial condition or cash flows. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition or cash flows. There have been no material changes in our risk factors from those described in our 2024 Annual Report or our o, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and our other SEC filings, except as follows:

ChangWe may not realize the anticipated benefits from the Baker Hughes in global trade policiesTransaction and the Baker Hughes Transaction could adversely impact our business and our operating results.

We may not be able to achieve the full potential strategic and financial benefits that we expect to achieve from the Baker Hughes Transaction, or such benefits may be delayed or not occur at all, including the impact of tariffs, may have a material adverse effect on our bif we are unable to complete the Baker Hughes Transaction. We may not achieve the anticipated benefits from the Baker Hughes Transaction for a variety of reasons, including, among others, unanticipated costs, charges and expenses. For example, the capital needs of the Acquired Business and resulmay exceed our current expectations. In addition, we may not achieve the anticipated unrealized benefits of operations.

Recent tariff increases, and related policy changal initiatives expected to be taken upon consummation of the Baker Hughes Transaction. If we fail to achieve some or all of the benefits expected to result from the Baker Hughes Transaction, or if such benefits are delayed, our business could be harmed.

The Baker Hughes Transaction may not occur at all, or may not occur within the expected time frame, which may negatively affect the benefits we expect to obtain from the transaction and increase transaction costs.

No assurance can be provided that the Baker Hughes iTransaction will be complemented by tted in the manner and on the time frame currently anticipated, or at all. Completion of the Baker Hughes Transaction is subject to the US Gosatisfaction or waivernment, have created volatility in  of a number of conditions as set forth in the Framework Agreement, and the satisfaction or waiver of certain of such conditions is beyond our control. If a condition is neither satisfied nor waived, the oil and gascompletion of the Baker Hughes Transaction markets and will likey be prevented, delayed or otherwise materially adversely result in hiaffected. If the Baker Hughes Transaction is not completed on or before December 31, 2025, it is possible that the Baker Hugher operas Framework Agreement may be terminated in accordance with its terms. Any delay in completing expenses and lowthe Baker Hughes Transaction may adversely affect the cost savings and other demand for our products, which benefits that we expect to achieve from the Baker Hughes Transaction. If the Baker Hughes Transaction is completed but not within the expected time frame, such delay could adversely aresult in additional transaction costs, loss of revenue or other effect our ress associated with uncertainty about the Baker Hughes Transaction.

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We may experience difficults of ies in integrating the operations of the Joint Venture into our business and cash flows. U.S. tariff increases on importin realizing the expected benefits of the Baker Hughes Transaction.

The success of the Baker Hughes Transaction, if completed, will depend in part on our ability to realize the anticipated business opportunities from the operations of steel, aluminum, and derivative products virtually worldwide may impathe Joint Venture. The integration process could take longer than anticipated and could result in the loss of key employees from the Company and/or the Joint Venture, the disruption of the Company's and/or the Joint Venture's ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures or policies, any of which could adversely affect our costs and profitability to maintain relationships with customers, employees or other third parties, or our ability at our U.S. manufto achieve the anticipated benefits of the Baker Hughes Transacturingion, and production facilities. Addcould harm our financial performance. The Company does not currently have any significant infrastructure in most of the countries where the Joint Venture will do business. While Baker Hughes will provide limited transitionally, the imposit services, if we are unable to successfully or timely integrate and support the operations of high tariffs on products the Joint Venture, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from China, as well as varying levels of tariffs on products from India and Vietnam could the Baker Hughes Transaction, and our business, results of operations and financial condition could be materially and adversely affected.

The Joint Venture may have liabilities that are not known to us and the indemnities negotiated in the Framework Agreement may not offer adequate protection.

As part of the Baker Hughes Transaction, the Joint Venture will assume certain liabilities of the Acquired Business. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into the Acquired Business. We may also have a lnot correctly assess favorable impact on ed the significance of certain liabilities of the Acquired Business identified in the cour supply chain dise of our due diligence. Any such liabilities, individually or in the aggregate, could have a material adversificae effect on our business, financial condition plaand results of operations. Further, should our currAs we integrate the Acquired Business into our operations, we may learn additional information about the Acquired Business, such as unknown or contingent suppliers be unliabilities and issues relating to compliance with applicable laws, that could potentially have an adverse effect on our business, financial condition and results of operations.

After the Closing we will not be able to provideenforce claims with respect to certain of the representations and warranties the necessary raw materials or components or oat Baker Hughes Holdings made in the Framework Agreement.

Under the Framework Agreement, Baker Hughes Holdings gave customary representations and warranties related to therwise fail to deliv Acquired Business. After the Closing, we will not be able to enforce any claims against Baker materials and components timely and, Hughes Holdings, Baker Hughes Pressure Control or their respective affiliates relating to breaches of certain representations and warranties in the Framework Agreement, except in the quantities required, as a result of global trade case of fraud as provided in the Framework Agreement. Accordingly, the liability of these entities with respect to breaches of Baker Hughes Holdings representations and warranties under the Framework Agreement is limited. To provide for coverage against certain breaches by Baker Hughes Holdings of its representations and warranties in the Framework Agreement and certain pre-closing taxes of the Joint Venture, we have obtained a representation and warranty insurance policies ory. The policy is subject to a retention amount, exclusions, policy limits and certain other reasons, resulting delays in the provision of products or services customary terms and conditions.

The Baker Hughes Transaction represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regions.

Our operations have historically focused on the United States. The Baker Hughes Transaction represents an expansion into the Middle East and other jurisdictions. Certain aspects related to operating in these new jurisdictions may not be as familiar to us as our customers could have a materirrent operating jurisdictions. As a result, we may encounter obstacles that may cause us not to achieve the expected results of the Baker Hughes Transaction. These obstacles may include a less familiar and more volatile geopolitical adverse effect on our blandscape, new customers with whom we have no established relationship and just a small number of which account for the preponderance of the Acquired Business,  revenue, presulsure from local governments of operations anto hire local employees, use local suppliers or to direct business to nationalized cash flows. In addition, oompanies, unfamiliar operating conditions, and a distinct regulatory environment. Our future success will depend, in part, upon our results of ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations may be adversely affected band jurisdictions and associated increased costs and complexity. We may also face increased scrutiny further rising costs torom governmental authorities as a result of the extent we are unable toincrease in the size of our business. Any adverse conditions, recoup them from ogulations or developments related to our expansion into or within these new jurisdictions may have a negative impact on our customerbusiness, financial condition and results of operations.

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