Cactus, Inc.

Item 1.01 Entry into a Material Definitive Agreement. LLC Agreement On the Closing Date, the Joint Venture, the Cactus Member, Baker Hughes Pressure Control Holdings LLC (the “Baker Member”), an indirect subsidiary of Baker Hughes Company, and, for the limited purposes specified therein, the Company and Baker Hughes Company, entered into an Amended and Restated Limited Liability Company Agreement of the Joint Venture (the “LLC Agreement”). The LLC Agreement provides, among other things, that: (i) Exit Option. From and after the second anniversary of the Closing Date, (a) the Baker Member has the right to sell to either the Joint Venture or the Cactus Member, and the Joint Venture or the Cactus Member, as applicable, shall be obligated to purchase from the Baker Member, and (b) the Cactus Member has the right to purchase or cause the Joint Venture to purchase from the Baker Member, and the Baker Member shall be obligated to sell to the Joint Venture or the Cactus Member, as applicable, all of the Membership Interests held directly or indirectly by Baker Hughes Company. The purchase price (the “Exit Price”) will be based on an enterprise value of the Joint Venture using a multiple of six times its Adjusted EBITDA (as defined and calculated pursuant to the LLC Agreement), subject to a maximum valuation of $660,000,000, and if the Cactus Member elects to purchase or cause the Joint Venture to purchase the Membership Interests, a minimum valuation of $530,000,000. (ii) Conduct of the Business and Significant Actions. For so long as the Baker Member continues to hold Membership Interests, the Cactus Member shall, subject to certain exceptions, cause the Joint Venture to operate its business in the ordinary course consistent with past practice and not take any actions, the primary intent of which could reasonably be expected to reduce the Exit Price. Certain actions of the Board of Directors of the Joint Venture, including, among other things, matters relating to capital structure, incurrence of indebtedness above a certain threshold, increasing the size of the Board of Directors and the entry by the Joint Venture into a new line of business, require the affirmative vote of more than 75% of the total voting power of the Board of Directors, including, except to the extent the Baker Member is in default, at least one director appointed by the Baker Member. (iii) Transfer Restrictions. No member of the Joint Venture may transfer any Membership Interest other than certain permitted transfers, including but not limited to (a) certain permitted transfers to such member’s wholly owned and controlled affiliates and (b) certain transfers made in connection with the exercise of the option described in paragraph (i) - Exit Option above. (iv) Non-Compete. The LLC Agreement includes non-compete restrictions on Baker Hughes Company and the Company with respect to (a) developing, manufacturing, distributing, marketing, renting and selling certain products and (b) providing services, including installation, maintenance, rentals, repairs and aftermarket spares related thereto, in the case of both (a) and (b) for surface pressure control applications in certain countries provided in the LLC Agreement, subject to certain exceptions. The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the LLC Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under the heading “Introductory Note” and in Item 1.01 is incorporated by reference in this Item 2.01.

Item 7.01 Regulation FD Disclosure. On January 2, 2026, the Company announced the closing of the Transaction, as described in Item 2.01 above. A copy of the press release announcing the closing of the Transaction is attached as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.