{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-027188","form_type":"8-K","ticker":"WHD","cik":"0001699136","company_name":"Cactus, Inc.","filed_at":"2023-03-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.188730+00:00","generated_at":"2026-06-18T18:22:38.023247+00:00","sec_items":["1.01","2.01","2.03","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Cactus completes $621M acquisition of FlexSteel; funds with debt and equity","bullets":["Purchase price $621M (debt-free, cash-free) plus up to $75M earn-out based on FlexSteel revenue growth targets.","Funded via $165.6M public offering, $125M term loan, $30M revolver draw, and cash on hand.","Amended ABL credit facility: $125M term loan (due 2026) and $225M revolver (due 2027); leverage ratio covenant ≤2.50x.","2023 executive compensation: base salaries $450k each for CEO, COO, VP Ops, CFO; RSU/PSU grants up to $1.125M each.","Press release issued March 1, 2023 announcing completion of FlexSteel acquisition."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-027188","json":"https://secwatch.observer/filing/0001104659-23-027188.json","markdown":"https://secwatch.observer/filing/0001104659-23-027188.md","text":"https://secwatch.observer/filing/0001104659-23-027188.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/tm238037d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T18:22:38.023247+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"09c3fab695c76e07aba31bb3606a8153edfea390","claim":"Cactus, Inc. incurred term loan of $125.0 million with JPMorgan Chase Bank, N.A., as administrative agent at 2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan T maturing February 27, 2026.","evidence_excerpt":"The Amended ABL Credit Facility provides for a term loan of $125.0 million, the full amount of which was borrowed at closing of the Amended ABL Credit Facility to fund a portion of consideration for the Merger","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$125.0 million"},{"label":"Counterparty","value":"JPMorgan Chase Bank, N.A., as administrative agent"},{"label":"Rate","value":"2.50% per annum for term loan ABR borrowings and 3.50% per annum for term loan T"},{"label":"Maturity","value":"February 27, 2026"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"9456d47c760e5ae31afde4a81cda8da19bbc0221","claim":"Cactus, Inc. incurred revolving credit of $225.0 million in revolving commitments with JPMorgan Chase Bank, N.A., as administrative agent at 0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per maturing July 26, 2027.","evidence_excerpt":"for a term loan of $125.0 million, the full amount of which was borrowed at closing of the Amended ABL Credit Facility to fund a portion of consideration for the Merger, and $225.0 million in revolving commitments, up to $20.0 million of which is available for the issuance of letters of credit. Subject to certain terms and conditions set forth in the Amended ABL","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"revolving credit"},{"label":"Principal","value":"$225.0 million in revolving commitments"},{"label":"Counterparty","value":"JPMorgan Chase Bank, N.A., as administrative agent"},{"label":"Rate","value":"0.0% to 0.5% per annum for revolving loan ABR borrowings and 1.25% to 1.75% per"},{"label":"Maturity","value":"July 26, 2027"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"f7e0d69eaef3f0c64bb9620ca5bc0354c3609d56","claim":"Cactus, Inc. completed an acquisition involving HighRidge Resources, Inc. for $621,160,000 (on a debt-free, cash-free basis) (closed 2023-02-28).","evidence_excerpt":"On February 28, 2023, the Company completed the Merger for a purchase price of $621,160,000 (on a debt-free, cash-free basis), subject to certain working capital, debt and other customary adjustments set forth in the Merger Agreement .","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"HighRidge Resources, Inc."},{"label":"Consideration","value":"$621,160,000 (on a debt-free, cash-free basis)"},{"label":"Closing","value":"2023-02-28"}],"fact_type":"ma_transaction"},{"claim_id":"a8bb42bbdac03944a501dec315b22b68228a9763","claim":"Cactus, Inc. entered into Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies LLC with members of Cactus Companies LLC valued at Substantially the same terms as Second Amended and Restated LLC Agreement of Cactus LLC, including r (effective 2023-02-27).","evidence_excerpt":"Cactus Companies and its members entered into the Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies LLC, dated February 27, 2023 (the “ A&R Cactus Companies LLC Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"members of Cactus Companies LLC"},{"label":"Value","value":"Substantially the same terms as Second Amended and Restated LLC Agreement of Cactus LLC, including r"},{"label":"Effective","value":"2023-02-27"}],"fact_type":"material_agreement"},{"claim_id":"fa7087ae29c75b0c287177d842ce7c78496a078c","claim":"Cactus, Inc. amended Amended ABL Credit Facility with JPMorgan Chase Bank, N.A. valued at $125.0 million term loan, $225.0 million revolving commitments, up to $50.0 million additional revol (effective 2023-02-28).","evidence_excerpt":"On February 28, 2023, in connection with the Merger, Cactus Companies assumed the rights and obligations of Cactus LLC as borrower under its existing Credit Agreement, dated as of August 21, 2018, among Cactus LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (as amended, the “ ABL Credit Facility ”), and the ABL Credit Facility was amended and restated in its entirety (the “ Amended ABL Credit Facility ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1699136/000110465923027188/0001104659-23-027188-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"JPMorgan Chase Bank, N.A."},{"label":"Value","value":"$125.0 million term loan, $225.0 million revolving commitments, up to $50.0 million additional revol"},{"label":"Effective","value":"2023-02-28"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}