Item 5. Other Information
Item 5. Other Information.
During the three months ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
On July 24, 2026, Cactus Companies and Cactus UAE entered into the Facilities Agreement with Commercial Bank of Dubai PSC, as lender, Cactus UAE as borrower, and Cactus Companies as guarantor. See Footnote 16 in Item1. Financial Statements for further information regarding the Facilities Agreement.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The board of directors (“Board”) of Cactus, Inc. (the “Company”) approved an increase in the number of directors on the Board from eight to nine and appointed Joseph Elkhoury to fill the newly created vacancy resulting from the increase in the number of directors, effective as of August 1, 2026. Mr. Elkhoury was appointed as a Class III director, with an initial term expiring at the 2027 annual meeting of stockholders. The increase in the size of the Board and the election of Mr. Elkhoury to fill the newly created vacancy on the Board were based upon the recommendation of the Company’s nominating and governance committee.
In connection with his appointment, the Board reviewed the independence of Mr. Elkhoury using the independence standards of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission and, based on this review, determined that Mr. Elkhoury is independent within the meaning of the applicable NYSE listing standards currently in effect and within the meaning of Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Joseph Elkhoury—Director Candidate. Mr. Elkhoury served as the Chief Executive Officer of KCA Deutag from July 1, 2019 until January 16, 2025. Prior to that time, Mr. Elkhoury was an Operating Partner, focusing on investment opportunities in the energy technology sector at Apollo Global Management, one of the world’s largest alternative investment managers. He was also Chairman of the Board of Express Energy Services, one of Apollo’s portfolio companies from July 10, 2018 to December 1, 2020. Mr. Elkhoury was previously Chief Operating Officer and Senior Vice President at Tetra Technologies from June 16, 2014 until June 1, 2017. Prior to that, Mr. Elkhoury spent 21 years with Schlumberger, originally joining the group in 1994 as a Wireline Field Engineer in Abu Dhabi. During his time there he held a number of senior positions and had responsibility for several of Schlumberger’s businesses including Microseismic Services, Production Services, Information Solutions and Global Supply Chain. Mr. Elkhoury has a degree in electrical engineering from the American University of Beirut. The Company
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believes Mr. Elkhoury’s qualifications to serve on the board include his executive leadership, his 33 years of experience in a wide variety of operational and leadership roles in the oilfield services industry and his experience in the Middle East.
The Company has entered into its standard form of indemnification agreement with Mr. Elkhoury. The form indemnification agreement was previously filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission on March 15, 2019 and is incorporated by reference herein.
Mr. Elkhoury was not appointed pursuant to any arrangement or understanding with any other person and there are no family relationships between Mr. Elkhoury and the other directors or executives of the Company. There are no transactions in which Mr. Elkhoury has an interest requiring disclosure on the part of the Company under Item 404(a) of Regulation S-K promulgated under the Exchange Act.
As a non-employee director, Mr. Elkhoury will be entitled to receive an annual cash retainer of $94,000 per year, payable quarterly in arrears, as well as annual equity-based compensation with an aggregate grant date value of $141,000. On August 1, 2026, in connection with his appointment to the Board, Mr. Elkhoury will receive an award of restricted stock units with a grant date value of $70,500.
Item 6. Exhibits.
The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.
Exhibit No. Description
3.1 Restated Certificate of Incorporation of Cactus, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024)
3.2 Amended and Restated Bylaws of Cactus, Inc. (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024)
10.1* First Am en dment, dated March 10, 2026 to the A mended and Restated Limited Liability Company Operating Agreement of Cactus Companies, LLC
10.2 Fourth Amendment, dated May 29, 2026, to the Amended and Restated Credit Agreement among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities Exchange Commission on June 2, 2026)
31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Definition Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cactus, Inc.
July 30, 2026 By: /s/ Scott Bender
Date Scott Bender
Chief Executive Officer, Chairman of the Board and Director
(Principal Executive Officer)
July 30, 2026 By: /s/ Jay A. Nutt
Date Jay A. Nutt
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.