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 under the heading Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 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, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and , our other SEC filings, except as follows:

We may not realize the anticipated benefits fromQuarterly Report on Form 10-Q for the Baker Hughes Transaction and the Baker Hughes Transaction could adversely impact our business quarter ended June 30, 2025, and our operating results.

We may not be able to achieve the full potential strategic andther SEC financial benefits that we expect to achieve from the Baker Hughes Transaction, or such benefits may be delayed or not occur at all, including if we are unable to complete the Baker Hughes Transaction. We may not achieve the anticipated benefits from the Blings, except as follows:

Cost-cutting measures taker Hughes Transaction for a variety of reasons, including, among on during thers, unanticipated costs, charges a second expenses. For example, the capital needs of the Acquired Business may exceed our current expectations. In addition, weand third quarters of 2025 may not achieve the anticipated unrealized benefits of operational 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 adversely impact 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 t.

During the benefits we expect to obtain from the transaction and increase transaction costs.

No assurance can be provided that the Baker Hughes Transaction will be completed in tsecond and third quarters of 2025 the manner and on the time frame currently anticipated, or at all. CoCompany impletion of the Baker Hughes Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Framework Agreement, and the satisfaction or waiver of certain of such condimented various cost-cutting measures, such as reductions is beyond our control. If a condition is neither satisfied nor waived, the complen force and reduction of the Baker Hughes Transaction may be prevented, delayed or otherwise materially adversely affected. If the Baker Hughes Transaction is not completed on or before December 31, 2025, it is possibls in service assets, in response that the Baker Hughes Framework Agreement may be termino an anticipated in accordance with its terms. Any delay downturn in completing tthe Baker Hughes Transaction may adversely affect the cost savings and other 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 result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Baker Hughes Transaction.

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Weprice of oil and gas, potentially leading to a decrease in demand for our may experience difficulties in integrating the operations of the Joint Venture into our business and in 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 reproducts and services. If such downturn does not materialize theas anticipated business opportunities from or the operations of the Joint Venture. The integration process could take longer than anticipated and could result in the loss of key employees from the Companymarket recovers more quickly than 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, procedticipated, such cost-cutting measures or policies, any of which cocould adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ainhibit the Company's ability to achieve the anticipated benefits of the Baker Hughes Transaction, and could harm our financial performance. The Company doemeet its customers not currently have any significant infrastructure in most of the countries where the Joint Venture will do business. While Baker Hughes will provide limited transitieeds.

Potential disruption services, if we are unable to successfully or timely integrate and global support the operatioly chains of the Joint Venture, we may incur unanticipated liabilities and be unabldue to realize the revenue growth, synergies and other anticipated benefits resulting from the Baker Hughes Transaction, and our business, results of operations and financial condition coa U.S. government shutdown could be materially and adadversely 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 faileimpact our business and our operating results

A prolonged or were unable to discover in the course of performrecurring due diligence investigations into the Acquired Business. We may also have not correctly assessed the significance of certain liabilities shutdown of the Acquired Business identified in the course of our due diligence. Any such liabilities, individually or in the aggregate,U.S. federal government could have a material adverse effect on our business, financial condition and results of operations. As we integrate the Acquired Business into our operations, we may learn additional information about the Acquired Business, such as unknown or contingent liabilities and issues relating to compliance with applicable laws, that could potentially have an aly disrupt global supply chains and adverse ely affect on our business, financial condition and results of ooperations.

After the Closing we will not be able to enforce claims with respect to certain of the representations and warranties that Baker Hughes Holdings made  Government shutdowns may result in the Framework Agreement.

Under the Framework Agreement, Baker Hughes Holdings gave delays in customary representations and warranties related to the Acquired Business. After the Closs processing, we will not be able to enforce any claims against Baker Hughes Holdings, Baker Hughes Pressure Control or their respective affiliates relating to breaches of ceregulatory approvals, and transportain representattions and warranties in the Framework Agreement, except in the case of fraud as provided in the Framework Agreement. Accordingly, the liability of these entities with respect to breache logistics, particularly at ports of Baker Hughes Holdings representations and warranties under the Framework Agreement is limited. To provide foentry and border coverage against certain breacrossings. Thes by Baker Hughes Holdings of its representate disruptions and warranties in the Framework Agreement and certain pre-closing taxes of the Joint Venture, we have obtained a representation and warranty insurance policy. The policy is subject to a retention amount, exclusions, policy limits and certain otcan lead to increased lead times, higher customary termsosts, 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 historireduced availability of critically focused on the United St mates. The Baker Hughes Transaction represents an expansion into the Middle Eastrials and other jurisdictions. Certain aspects related to operating in these new jurisdictions may not be as familiar to us as our current opercomponents sourced internating jurisdictions. As a result, we may encounter obstacles that may cause us not to achieve the expected results of the Baker Hughes Transaonally.

While we action. These obstacles may include a less familiar and more volatile vely monitor geopolitical landscape, 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, pressure from local governments to hire local employees, use local suppliers or to direct business to nationalized companies, unfamiliar oper regulatory developments and maintain contingency plans, the scope and durating conditions, and a distinct regulatory enviroon of a government. Our future success will depend, in part, upon our ability to manage this expanded business, which may pose shutdown are inherently unpredictable. As substantial challenges for management, including challenges related to the management and monitoring of new operch, we cannot guarantee that our mitigations and jurisdictions and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the increase in the size of our business. Any  strategies will fully offset the potential adverse conditions, regulations or developments related to oeffects on our expansion into or within these new jurisdictions may have a negative impact on our supply chain and business, financial condition and results of o operations.

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