What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-28 · 726 added, 627 removed, 618 unchanged (69% of the section changed)

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Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Remediation of Previously Reported Material Weakness

As discussed in “Part II –

Item 9A, Controls and Procedures”

of our Annual Report on Form 10-K for the year ended December 31, 2018, we identified a material weakness in our internal control over financial reporting related to accounting of the liability and deferred tax asset associated with the tax receivable agreement (“TRA”).

In response to the identified material weakness, we implemented certain processes and procedures to address and remediate this material weakness.

We added the following processes and procedures:

Replaced our outside service provider for tax compliance, support of tax accounting and reporting functions, and TRA accounting processes beginning in the first quarter of 2019 and hired a Tax Director in May 2019 who has extensive knowledge and experience in accounting for TRA liabilities;

Redesigned, enhanced and implemented control activities related to the quarterly processes around accounting for the TRA beginning in the second quarter of 2019;

Redesigned, enhanced and implemented control activities related to reviews of the completeness and accuracy of inputs (including estimates) and assumptions used in calculations beginning in the third quarter of 2019

The control activities discussed above have operated for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Therefore, management has concluded that the previously identified material weakness has been remediated as of December 31, 2019.

Changes in Internal Control over Financial Reporting

There have been no other changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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The directors and executive officers of the Company are:

Bruce Rothstein

Chairman of the Board of Directors

President, Chief Executive Officer and Director

Senior Vice President, Chief Operating Officer and Director

Michael McGovern

Director, Compensation Committee Chairman and Audit Committee member

John (Andy) O'Donnell

Director, Audit Committee member, Compensation Committee member and Nominating and Governance Committee member

Gary Rosenthal

Director, Nominating and Governance Committee Chairman and Compensation Committee member

Director, Audit Committee Chairman and Nominating and Governance Committee member

Director, Audit Committee member and Compensation Committee member

Steven Bender

Vice President of Operations

Stephen Tadlock

Vice President, Chief Financial Officer and Treasurer

General Counsel, Vice President of Administration and Secretary

Name Age Title

Bruce Rothstein 68 Chairman of the Board of Directors

Scott Bender 67 President, Chief Executive Officer and Director

Joel Bender 61 Senior Vice President, Chief Operating Officer and Director

Melissa Law 47 Director, Audit Committee member and Compensation Committee member

Michael McGovern 69 Director, Compensation Committee Chairman and Audit Committee member

John (Andy) O'Donnell 72 Director, Audit Committee member, Compensation Committee member and Nominating and Governance Committee member

Gary Rosenthal 71 Director, Nominating and Governance Committee Chairman and Compensation Committee member

Alan Semple 61 Director, Audit Committee Chairman and Nominating and Governance Committee member

Steven Bender 38 Vice President of Operations

Stephen Tadlock 42 Vice President, Chief Financial Officer and Treasurer

David Isaac 60 General Counsel, Vice President of Administration and Secretary

Set forth below is biographical information about each of our directors and executive officers.

Bruce Rothstein—Chairman of the Board of Directors .

Bruce Rothstein has been our Chairman of the Board since 2011.

Rothstein has been a Member of Cadent Energy Partners LLC (“Cadent Energy Partners”), a natural resources private equity firm that invests in companies in the North American energy industry, since co‑founding Cadent Energy Partners in 2003.

From November 2005 until November 2017, Mr.

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Rothstein served as a director of Ardent Holdings, LLC, a portfolio company of Cadent Energy Partners.

Rothstein graduated from Cornell University in 1974 with a Bachelor of Arts in Mathematics and New York University’s Stern School of Business in 1985 with a Master of Business Administration.

We believe that Mr.

Rothstein’s extensive financial and energy investment experience brings valuable skills to our board of directors and qualifies him to serve on our board of directors.

Scott Bender—President, Chief Executive Officer and Director .

Rothstein’s extensive financial and energy investment experience brings valuable skills to our board of directors and qualifies him to serve on our board of directors.

Scott Bender—President, Chief Executive Officer and Director .

Scott Bender has been our President and Chief Executive Officer and one of our directors since 2011, when he and Mr.

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We believe that Mr.

Bender’s significant experience in the oil field services industry and his founding and leading of Cactus LLC bring important skills to our board of directors and qualifies him to serve on our board.

Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our board of directors and qualifies him to serve on our board.

Bender is the father of Steven Bender, our Vice President of Operations, and the brother of Joel Bender, our Senior Vice President and Chief Operating Officer and one of our directors.

Joel Bender—Senior Vice President, Chief Operating Officer and Director .

Joel Bender has been our Senior Vice President and Chief Operating Officer and one of our directors since 2011, when he and Mr.

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Bender was Senior Vice President of Wood Group Pressure Control from 2000 to 2011.

He began his career in 1984 as Vice President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that

was eventually sold to Cooper Cameron Corporation in 1996.

He began his career in 1984 as Vice President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996.

Bender graduated from Washington University in 1981 with a Bachelor of Science in Engineering and the University of Houston in 1985 with a Master of Business Administration.

We believe that Mr.

Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our board of directors and qualifies him to serve on our board.

Bender is the brother of Scott Bender, our President and Chief Executive Officer and one of our directors.

Michael McGovern—Director .

McGovern has served as one of our directors since 2011.

He currently serves as our Compensation Committee chairman.

Melissa Law—Director .

Law was appointed by the Board to fill the newly created Board seat in January 2020.

Law is an accomplished executive leader with significant experience in the oilfield services industry and more recent experience in the food & beverage ingredient industry.

Law currently serves as the President of Global Operations for Tate & Lyle since September 2017.

As a member of the Executive Leadership team, Ms.

Law is responsible for leading the EHS, Quality, and Sustainability Programs, the end to end supply chain and logistics function as well as the global manufacturing and engineering organizations.

Prior to joining Tate and Lyle, Ms.

Law held various roles of increasing responsibility at Baker Hughes Incorporated from 1997 to 2017.

At Baker Hughes, Ms.

Law had full profit and loss responsibility for Baker Hughes' Global Specialty Chemical Business from 2014-2017 as well as Baker Hughes’ Australasia geo-market from 2013-2104.

Prior to those roles, Ms.

Law held various other senior leadership roles in technology, manufacturing and operations at Baker Hughes.

Law is a graduate of the University of Houston from where she holds a Master of Science in Environmental Chemistry.

We believe Ms.

Law’s qualifications to serve on the board include her 20 years of experience in the energy industry and her multi-industry executive leadership and management experiences.

Michael McGovern—Director .

McGovern has served as one of our directors since 2011 and he currently serves as our Compensation Committee chairman.

He served as Executive Advisor to Cadent Energy Partners from January 2008 to December 2014 and has served as Chairman and Chief Executive Officer of Sherwood Energy, LLC, a Cadent Energy Partners portfolio company, since March 2009.

McGovern has also served as a director of GeoMet, Inc., an independent energy company, from September 2010 until December 2018.

In February 2021, Mr.

McGovern was elected Chairman of the board of directors of Superior Energy Services, Inc.

He also currently serves on the board of directors of Nuverra Environmental Solutions, Inc.

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IO) since June 2019.

McGovern has also served as a director of GeoMet, Inc., an independent energy company, from September 2010 until December 2018.

McGovern served on the board of directors of Quicksilver Resources Inc.

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We believe Mr.

McGovern’s qualifications to serve on our board of directors include his 40 years of experience in the energy industry and his extensive executive leadership and management experience, including as Chief Executive Officer of several public companies.

John (Andy) O’Donnell—Director .

O’Donnell has served as one of our directors since January 2015.

O’Donnell served as an officer of Baker Hughes Incorporated from 1998 until his retirement in January 2014.

John (Andy) O’Donnell—Director .

O’Donnell has served as one of our directors since January 2015.

O’Donnell served as an officer of Baker Hughes Incorporated from 1998 until his retirement in January 2014.

In his most recent role he served as Vice President, Office of the CEO of Baker Hughes Incorporated.

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He was responsible for the process segment, which was divested in early 2004.

O’Donnell also managed Project Renaissance, an enterprise‑wide cost savings effort, completed in 2001.

Prior to that he served as Vice President Manufacturing for Baker Oil Tools and Plant Manager for Hughes Tool Company.

He joined Hughes Tool Company in 1975 starting his career as a systems analyst.

O’Donnell served as an officer and aviator in the U.S.

Marine Corps and holds a B.S.

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We believe Mr.

O’Donnell’s qualifications to serve on our board of directors include his years of experience in the energy industry and his extensive executive leadership and management experience, including as an officer of Baker Hughes Incorporated from 1998 until 2014.

Gary Rosenthal—Director .

Rosenthal has served as one of our directors since January 2018.

He currently serves as our Nominating and Governance Committee chairman.

Gary Rosenthal—Director .

Rosenthal has served as one of our directors since January 2018 and currently serves as our Nominating and Governance Committee chairman.

Rosenthal has been a partner in The Sterling Group, L.P., a private equity firm based in Houston, Texas, since January 2005.

Since September 2019, Mr.

Rosenthal has served as Chairman of the Board of Highline Aftermarket LLC with whom he has served as a director since April 2016.

Additionally, he has served as Chairman of the Board of Polychem Investments LLC since March 2019 and from October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC.

All three of these companies are Sterling Group portfolio companies.

Rosenthal served, from 2001 until 2018, as a director and chairman of the Compensation Committee of Oil States International, Inc.

Rosenthal served as Chairman of the Board of Hydrochem Holdings, Inc.

He served as Chairman of the Board of Highline Aftermarket LLC, a former Sterling Group investment, from September 2019 until October 2020 and as a director from April 2016 until October 2020 .

Rosenthal has served as Chairman of the Board of Polychem Investments LLC since March 2019 and from October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC.

Both Polychem Investments LLC and Safe Fleet Investments LLC are Sterling Group portfolio companies.

From 2001 until 2018, Mr.

Rosenthal served as a director and chairman of the Compensation Committee of Oil States International, Inc.

He also served as Chairman of the Board of Hydrochem Holdings, Inc.

from May 2003 until December 2004.

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From 1991 to 1994, Mr.

Rosenthal served as Executive Chairman and then after its initial public offering, as Chairman and Chief Executive Officer of Wheatley—TXT Corp., a manufacturer of pumps and valves for the oil field.

Rosenthal served as Executive Chairman and then after its initial public offering, as Chairman and Chief Executive Officer of Wheatley-TXT Corp., a manufacturer of pumps and valves for the oilfield.

Rosenthal holds J.D.

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We believe that Mr.

Rosenthal’s qualifications to serve on our board of directors include his extensive executive leadership experience and his experience in the energy sector.

Alan Semple—Director .

Rosenthal’s qualifications to serve on our board of directors include his extensive executive leadership experience and his experience in the energy sector.

Alan Semple—Director .

Semple has served as one of our directors since April 2017.

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Semple has served as a member of the Board of Directors and Chairman of the Audit Committee of Teekay GP, LLC, the general partner of Teekay LNG Partners, LP.

He was formerly Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering,

production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in May 2015.

He was formerly Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in May 2015.

Prior to this, he held a number of senior finance roles in Wood Group since 1996.

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We believe that Mr.

Semple’s 30 years of finance experience, primarily in the energy industry, makes him qualified to serve on our board of directors.

Melissa Law—Director .

Law was appointed by the Board to fill the newly created Board seat in January 2020.

Law is an accomplished executive leader with significant experience in the oilfield services industry and more recent experience in the food & beverage ingredient industry.

Law currently serves as the President of Global Operations for Tate & Lyle since September 2017.

As a member of the Executive Leadership team, Ms.

Law is responsible for leading the EHS, Quality, and Sustainability Programs, the end to end supply chain and logistics function as well as the global manufacturing and engineering organizations.

Prior to joining Tate and Lyle, Ms.

Law held various roles of increasing responsibility at Baker Hughes Incorporated from 1997 to 2017.

At Baker Hughes, Ms.

Law had full profit and loss responsibility for Baker Hughes' Global Specialty Chemical Business from 2014-2017 as well as Baker Hughes’

Australasia geo-market from 2013-2104.

Prior to those roles, Ms.

Law held various other senior leadership roles in technology, manufacturing and operations at Baker Hughes.

Law is a graduate of the University of Houston from where she holds a Master of Science in Environmental Chemistry.

We believe Ms.

Law’s qualifications to serve on the board include her 20 years of experience in the energy industry and her multi-industry executive leadership and management experiences.

Semple’s more than 30 years of finance experience, primarily in the energy industry, makes him qualified to serve on our board of directors.

Our Executive Officers

Steven Bender—Vice President of Operations .

Steven Bender has been our Vice President of Operations since 2011.

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Bender is the son of Scott Bender, our President and Chief Executive Officer and one of our directors.

Stephen Tadlock—Vice President, Chief Financial Officer and Treasurer .

Tadlock has been our Vice President, Chief Financial Officer and Treasurer since March 2019.

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Tadlock served as a director and chairman of Polyflow Holdings, LLC until his resignation in 2018.

Tadlock also served as a director of Composite Energy Services, LLC and Energy Services Holdings, LLC until his respective resignations in 2017.

Tadlock also served as a director of Composite Energy Services, LLC and

Energy Services Holdings, LLC until his respective resignations in 2017.

Tadlock graduated from Princeton University in 2001 with a Bachelor of Science in Engineering in Operations Research and from the Wharton School at the University of Pennsylvania in 2007 with a Master of Business in Administration.

David Isaac—General Counsel, Vice President of Administration and Secretary .

David Isaac has been our General Counsel, Vice President of Administration and Secretary since 2018.

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Our board of directors consists of eight members, including our Chief Executive Officer.

In connection with our IPO, we entered into a Stockholders’

Agreement with Cadent and Cactus WH Enterprises, a Delaware limited liability company owned by Messrs.

Scott Bender, Joel Bender and Steven Bender and certain of our other officers and employees.

The Stockholders’

Agreement provides each of Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5%, respectively, of the outstanding shares of our common stock.

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence —Stockholders’

Agreement.”

In evaluating director candidates, our board of directors will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of committees of our board of directors to fulfill their duties.

In connection with our IPO, we entered into a Stockholders’ Agreement with Cadent and Cactus WH Enterprises, a Delaware limited liability company owned by Messrs.

Scott Bender, Joel Bender and Steven Bender and certain of our other employees.

The Stockholders’ Agreement provides each of Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5%, respectively, of the outstanding shares of our common stock.

See “Item 13.

Certain Relationships and Related Transactions, and Director Independence—Stockholders’ Agreement.”

Our directors are divided into three classes serving staggered three‑year terms.

Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2021, 2022 and 2023, respectively.

McGovern and O’Donnell have been assigned to Class I, Messrs.

Semple and Joel Bender and Ms.

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Rosenthal have been assigned to Class III.

At each of the Company’s annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired.

Our board of directors has reviewed the independence of our directors using the independence standards of the New York Stock Exchange (“NYSE”) and, based on this review, determined that Messrs.

Semple, McGovern, O’Donnell and Rosenthal are independent within the meaning of the 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”).

At each of the Company’s annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired.

Our board of directors has reviewed the independence of our directors using the independence standards of the New York Stock Exchange (“NYSE”) and, based on this review, determined that Messrs.

McGovern, O’Donnell, Rosenthal and Semple and Ms.

Law are independent within the meaning of the 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”).

Committees of the Board of Directors

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Our Audit Committee is currently comprised of Messrs.

Semple, McGovern and O’Donnell and Ms.

Law, each of whom are independent under the rules of the SEC.

SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert”

An “audit committee financial expert”

is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules.

SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member.

An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules.

The board has determined that Mr.

Semple satisfies the definition of an “audit committee financial expert.”

Semple satisfies the definition of an “audit committee financial expert.” Mr.

Semple serves as the chairman of the Audit Committee.

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the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our internal audit function and our independent accountants and our accounting practices.

In addition, the Audit Committee assists our board of directors in fulfilling its oversight responsibilities regarding our compliance programs relating to legal and regulatory requirements.

In connection with our IPO, we adopted an Audit Committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

In addition, the Audit Committee assists our board of directors in fulfilling its oversight responsibilities regarding our compliance

programs relating to legal and regulatory requirements.

Our Audit Committee charter is available on our website at www.CactusWHD.com.

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Our Compensation Committee is currently comprised of Messrs.

McGovern, Rosenthal and O’Donnell and Ms.

McGovern, O’Donnell and Rosenthal and Ms.

Law, all of whom meet the independence standards established by the NYSE.

McGovern serves as the chairman of the Compensation Committee.

The Compensation Committee establishes salaries, incentives and other forms of compensation

for officers and other employees.

The Compensation Committee also administers our incentive compensation and benefit plans.

We have adopted a Compensation Committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

The Compensation Committee establishes salaries, incentives and other forms of compensation for officers and other employees.

The Compensation Committee also administers our incentive compensation plans.

We have adopted a Compensation Committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

Our Compensation Committee charter is available on our website at www.CactusWHD.com.

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Our Nominating and Governance Committee is currently comprised of Messrs.

Rosenthal, Semple and O’Donnell, all of whom meet the independence standards established by the NYSE.

O’Donnell, Rosenthal and Semple, all of whom meet the independence standards established by the NYSE.

Rosenthal serves as the chairman of the Nominating and Governance Committee.

The Nominating and Governance Committee identifies, evaluates and recommends qualified nominees to serve on our board of directors, develops and oversees our internal corporate governance processes and maintains a management succession plan.

We have adopted a Nominating and Governance Committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

Our Nominating and Governance Committee charter is available on our website at www.CactusWHD.com.

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Our board of directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to stockholders.

The Company’s “Corporate Governance Guidelines”

cover the following principal subjects:

The Company’s “Corporate Governance Guidelines” cover the following principal subjects:

• the size of the board;

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• self‑evaluation and succession planning;

ethics and conflicts of interest (a copy of the current “Code of Business Conduct and Ethics”

is posted on the Company’s website at www.CactusWHD.com );

• ethics and conflicts of interest (a copy of the current “Code of Business Conduct and Ethics” is posted on the Company’s website at www.CactusWHD.com);

• stockholder communications with directors;

• access to senior management and to independent advisors.

The Corporate Governance Guidelines are posted on the Company’s website at www.CactusWHD.com .

The Corporate Governance Guidelines are posted on the Company’s website at www.CactusWHD.com.

The Corporate Governance Guidelines will be reviewed periodically and as necessary by the board for its approval.

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Our board of directors directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company.

Our board’s responsibility is one of oversight, and in performing its oversight role, our board serves as the ultimate decision‑making body of the Company, except for those matters reserved to or shared with our stockholders.

In accordance with the Company’s Corporate Governance Guidelines, our board of directors selects the Company’s Chairman and the Company’s CEO in any way it considers in the best interests of the Company and, accordingly, does not have a policy on whether the roles of Chairman and CEO should be separate or combined and, if separate, whether the Chairman should be selected from the independent directors.

At the present time, the roles of Chairman and CEO are separate.

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The Chairman of the Board will serve as the lead director at executive sessions of the non‑employee directors, unless the Chairman of the Board is a member of management, in which case the lead director at such meetings will be the chairman of the Audit Committee.

If the non‑employee directors includes members who are not independent within the listing requirements of the NYSE, the independent members of the board will meet in executive session at least once per year.

If the non‑employee directors include members who are not independent within the listing requirements of the NYSE, the independent members of the board will meet in executive session at least once per year.

Our Corporate Governance Guidelines provide that the Chairman of the Board will serve as the lead director at executive sessions of the independent directors, unless the Chairman of the Board is not independent, in which case the lead director at such meetings will be an independent director selected by our board of directors.

At present, the Chairman of the Board is not independent, and the board has selected Mr.

O’Donnell to serve as the lead director at executive sessions of the independent directors.

Communications with the Board of Directors

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Cactus, Inc., 920 Memorial City Way, Suite 300 Houston, Texas 77024.

Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors”

and clearly identify the intended recipient(s) of the communication.

Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication.

Our General Counsel will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if:

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Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day‑to‑day business operations.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and

analysis of the risks facing us.

Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate such risks.

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Attendance at Annual Meetings

While we have no formal policy regarding director attendance at its annual meetings of stockholders, directors are encouraged to attend our annual meetings, if practicable.

While we have no formal policy regarding director attendance at our annual meetings of stockholders, directors are encouraged to attend our annual meetings, if practicable.

All of the directors attended our annual meeting held in 2020.

Board and Committee Meeting Attendance

During 2019, the entire Board held twelve meetings, the Audit Committee held six meetings, the Compensation Committee held four meetings and the Nominating and Governance Committee also held four meetings.

Each of the directors attended 100% of the meetings of the board.

Committee members also attended 100% of the meetings for the committees on which they serve except Mr.

O’Donnell who attended 67% of the meetings of the Audit Committee having missed two special meetings that were convened within the same week of his absence.

During 2020, the entire Board held eight meetings, the Audit Committee and Compensation Committee each held four meetings, and the Nominating and Governance Committee held two meetings.

Each of our directors attended more than 75% of the aggregate of the total number of meetings of the board and the total number of meeting held by all committees of the board on which he or she served.

Compensation Committee Interlocks and Insider Participation

During 2019, the Company’s Compensation Committee consisted of Messrs.

McGovern, Rosenthal and O’Donnell.

During 2020, the Company’s Compensation Committee consisted of Messrs.

McGovern, O’Donnell and Rosenthal and Ms.

There were no compensation committee interlock relationships for the year ended December 31, 2020.

No member of our Compensation Committee during 2020 has engaged in any related party transaction in which our company was a participant.

Delinquent Section 16(a) Reports

Based solely on the review of Forms 3 and 4 received by the Company during the 2019 fiscal year, as required under Section 16(a)(2) of the Exchange Act, all of our directors and officers reported all their transactions as required on a Form 4, on a timely basis.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions and is available on our website at www.CactusWHD.com under “Corporate Governance”

within the “Investors”

We will provide a copy of this document to any person, without charge, upon request, by writing to us at Cactus, Inc., Investor Relations, 920 Memorial City Way, Suite 300, Houston, Texas 77024.

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Executive Compensation

This Compensation Discussion and Analysis (“CD&A”) provides information about the compensation objectives and policies for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers (collectively our named executive officers or “NEOs”) during the last completed fiscal year and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion.

Throughout this discussion, the following individuals are referred to as our NEOs and are included in the Summary Compensation Table which follows:

President, Chief Executive Officer and Director

Senior Vice President, Chief Operating Officer and Director

Stephen Tadlock

Vice President, Chief Financial Officer and Treasurer(1)

Senior Finance Director and Former Chief Financial Officer(2)

Steven Bender

Vice President of Operations

General Counsel, Vice President of Administration and Secretary

On March 15, 2019, Mr.

Tadlock became our Vice President, Chief Financial Officer and Treasurer, completing the management transition announced in November 2018.

Prior to that time, Mr.

Tadlock served as our Vice President and Chief Administrative Officer.

Small stepped down from the position of Chief Financial Officer on March 15, 2019 and transitioned to the role of Senior Finance Director.

Name Position

Scott Bender President, Chief Executive Officer and Director

Joel Bender Senior Vice President, Chief Operating Officer and Director

Stephen Tadlock Vice President, Chief Financial Officer and Treasurer

Steven Bender Vice President of Operations

David Isaac General Counsel, Vice President of Administration and Secretary

Executive Compensation Philosophy and Objectives

The core principle of our executive compensation philosophy is to pay for performance that is aligned with our business strategy and drives growth in shareholder value over the short and long term.

Accordingly, a significant portion of the compensation that we pay to our NEOs is in the form of variable, “at-risk”

cash and equity incentives.

Accordingly, a significant portion of the compensation that we pay to our NEOs is in the form of variable, “at-risk” cash and equity incentives.

The following compensation objectives are considered in setting the compensation components for our executive officers:

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• Paying for performance:

linking a significant portion of compensation to variable, “at-risk”

incentive compensation with realized values dependent upon financial, operational, and stock price performance to ensure that compensation earned by our NEOs reflects our performance;

linking a significant portion of compensation to variable, “at-risk” incentive compensation with realized values dependent upon financial, operational, and stock price performance to ensure that compensation earned by our NEOs reflects our performance;

• Shareholder alignment:

providing a balance of short-term and long-term incentive opportunities with a majority of NEO compensation in the form of equity in order to ensure alignment of interests between our NEOs and our shareholder, and to promote an ownership culture among our executive officers.

Our compensation philosophy is supported by the following principal pay elements:

providing a balance of short-term and long-term incentive opportunities with a majority of NEO compensation in the form of equity in order to ensure alignment of interests between our NEOs and our shareholders, and to promote an ownership culture among our executive officers.

Our compensation philosophy is supported by the following pay elements:

Grounding Principles

Key Characteristic

Attraction & Retention

Pay for Performance

Shareholder Alignment

Annual fixed cash compensation

Element Key Characteristic Attraction & Retention Pay for Performance Shareholder Alignment

Base Salary • Annual fixed cash compensation

• Critical factor in attracting and retaining qualified talent

Short-term Incentives (STI)

Annual variable cash award

Short-term Incentives (STI) • Annual variable cash award

• Awards are tied to achievement of key financial and safety objectives

Long-term Incentives (LTI)

Provided in the form of time-vested equity

Long-term Incentives (LTI) • Provided in the form of performance-based and time-based equity

• Promotes alignment with shareholders by tying a majority of NEO compensation to creation of long-term value and by encouraging NEOs to build meaningful equity ownership

Target Pay Mix

As evidence of our emphasis on at-risk, incentive-based pay, the charts below show the mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2019.

The charts below show the mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2020.

These charts illustrate that a majority of NEO total direct compensation is at-risk (86% for our Chief Executive Officer and an average of 77% for our other NEOs).

Compensation Program Governance

We have worked extensively and deliberately to develop a thoughtful, fair, and effective compensation program for our NEOs that helps us to deliver long-term sustainable growth to our stockholders.

We have worked extensively and deliberately to develop a thoughtful, fair, and effective executive compensation program that helps us to deliver long-term sustainable growth to our shareholders.

The following chart highlights several features of our compensation practices that are intended to meet our objectives:

What We Don't Do

Significant majority of pay at risk

No excessive prerequisites

Balance of short- and long-term incentives

No guaranteed bonuses

Clawback policy for all executive officers that applies to cash and equity incentives

No excise tax gross-ups

Share ownership guidelines for NEOs and directors

Prohibition on hedging, pledging, and short sales by insiders

What We Do What We Don’t Do

ü Significant majority of pay at risk X No excessive perquisites

ü 50% of CEO LTI value performance-based X No guaranteed bonuses

ü Balance of short- and long-term incentives X No excise tax gross-ups

ü Clawback policy for all executive officers that applies to cash and equity incentives X Prohibition on hedging, pledging and short sales by insiders

ü Share ownership guidelines for NEOs and directors X Prohibition on option repricing

ü Regularly evaluate risks of our compensation policy

Prohibition on option repricing

ü Independent compensation consultant

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At our 2019 Annual Meeting, a plurality of our stockholders expressed their preference for an advisory vote on executive compensation occurring every three years, and we have implemented their recommendation.

At our 2019 Annual Meeting, we also held our first advisory vote on compensation for our NEOs (“Say on Pay”).

In that vote our stockholders expressed their support, with 94% of the shares of our Class A common stock and Class B common stock present or represented by proxy at the 2019 Annual Meeting voting in support our executive compensation policies and practices for our NEOs during 2018.

At the same 2019 Annual Meeting, we held our first advisory vote on compensation for our NEOs (“Say on Pay”).

In that vote, our stockholders expressed their support, with 94% of the shares of our Class A common stock and Class B common stock present or represented by proxy at the 2019 Annual Meeting voting in support of our executive compensation policies and practices for our NEOs during 2018.

Our Compensation Committee values the opinions of our shareholders regarding NEO compensation.

In reviewing our program, our Compensation Committee considered the results of last year’s advisory vote on executive compensation and the support expressed by stockholders in their overall assessment of our programs.

The Compensation Committee welcomes feedback from shareholders on the topic of executive compensation and is open to dialog with shareholders on the topic.

In reviewing our program, our Compensation Committee considered the results of the 2019 advisory vote on executive compensation and the support expressed by stockholders in their overall assessment of our programs.

Our Compensation Committee elected to apply similar principles in determining the types and amounts of compensation to be paid to our NEOs for 2020.

Based on the say on frequency results approved by the overwhelming majority of our shareholders, we will conduct our next say on pay vote in 2022.

How We Make Compensation Decisions

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The Compensation Committee has the responsibility for reviewing and approving the compensation policies, programs, and plans for our senior officers (including our NEOs) and our non-employee directors.

The Compensation Committee’s responsibilities include administering our Management Incentive Plan (“MIP”), which provides for annual cash incentive opportunities, and our long-term incentive plan (the “LTIP”), which provides for the grant of equity-based awards.

The Compensation Committee reviews the CD&A section of our annual proxy statement and produces the Compensation Committee Report with respect to our executive compensation disclosures for inclusion in the annual proxy statement.

In addition, the Compensation Committee regularly reviews current best compensation and governance practices to ensure that our executive compensation program is consistent with recent developments and market practice.

In overseeing the compensation of our directors and officers, our Compensation Committee considers various analyses and perspectives provided by its independent compensation consultant and by Company management.

Subject in certain circumstances to Board approval, the Compensation Committee has the sole authority to make final decisions with respect to our executive compensation program, and the Compensation Committee is under no obligation to use the input of other parties.

For more detailed information regarding the Compensation Committee, please refer to the Compensation Committee Charter, which may be accessed via our website at www.CactusWHD.com by selecting “Investors,”

“Corporate Governance”

and then “Governance Documents.”

Subject to Board approval in certain circumstances, the Compensation Committee has the sole authority to make final decisions with respect to our executive compensation program, and the Compensation Committee is under no obligation to use the input of other parties.

Role of Executive Officers in Compensation Decisions

With respect to the compensation of the NEOs other than our Chief Executive Officer, the Compensation Committee considers the recommendations of our Chief Executive Officer and each NEO’s individual performance.

In light of our NEOs’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation

Committee requests that our NEOs provide the initial recommendations on the appropriate goals for the qualitative and quantitative performance metrics used in our short-term cash incentive program.

However, the Committee is under no obligation to follow those recommendations, and only Compensation Committee members are allowed to vote on decisions regarding NEO compensation.

The Compensation Committee may invite any NEO to attend Compensation Committee meetings to report on the Company’s progress with respect to the annual quantitative and qualitative performance metrics, but any such officer is excluded from any decisions or discussions regarding his individual compensation.

In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

Role of Independent Compensation Consultant

Pearl Meyer & Partners, LLC (“Pearl Meyer”) serves as independent compensation consultant for, and reports directly to, the Compensation Committee.

Representatives of Pearl Meyer attend Compensation Committee meetings as requested and communicate with the Compensation Committee informally between meetings as necessary.

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Services provided by the independent compensation consultant include:

reviewing the compensation and stock performance peer groups and recommending changes, as necessary;

• reviewing the compensation and stock performance of peer companies and recommending changes to our peer group, as necessary;

• reviewing executive compensation based on an analysis of market-based compensation data;

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To facilitate the delivery of these services to the Compensation Committee, Pearl Meyer interfaces with our management, primarily with our General Counsel and VP of Administration.

In 2019, Pearl Meyer did not provide any services to the Company other than those requested by the Compensation Committee in Pearl Meyer’s role as the Committee’s independent advisor.

Other than those services requested by the Compensation Committee, Pearl Meyer did not have any business or personal relationships with members of the Compensation Committee or executives of the Company, did not own any of the Company’s common stock and maintained policies and procedures designed to avoid such conflicts of interest.

In 2020, Pearl Meyer did not provide any services to the Company other than those requested by the Compensation Committee in Pearl Meyer’s role as the Committee’s independent advisor.

As such, the Compensation Committee determined the engagement of Pearl Meyer in 2020 did not create any conflicts of interest.

Role of Executive Officers in Compensation Decisions

In light of our NEOs’

integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation Committee requests that our NEOs provide the initial recommendations on the appropriate goals for the qualitative and quantitative performance metrics used in our short-term cash incentive program.

However, the Committee is under no obligation to follow those recommendations, and only Compensation Committee members are allowed to vote on decisions regarding NEO compensation.

In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

Role of Competitive Benchmarking

In the exercise of its duties, the Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies.

The Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies.

The Compensation Committee does not set specific percentile goals against competitive data for purposes of determining executive compensation levels.

In establishing individual compensation opportunities, the Committee considers this competitive data as well as a variety of other factors including individual performance, competencies, scope of responsibility, and internal equity.

The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly as well as other similarly sized companies in related industries who could potentially compete with us for executive talent.

The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”) as well as for broader general industry companies of comparable size and business complexity (compensation survey

data), as provided to the Committee by their independent advisor.

The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly, as well as other similarly sized companies in related industries that could potentially compete with us for executive talent.

The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”), as well as for broader general industry companies of comparable size and business complexity (compensation survey data), as

provided to the Committee by their independent advisor.

For the 2020 compensation analysis, the Company used the following peer group companies:

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NCS Multistage Holdings, Inc.

Core Laboratories, NV

Newpark Resources, Inc.

Core Laboratories, NV Newpark Resources, Inc.

Dril-Quip, Inc.

Oil States International, Inc.

Forum Energy Technologies

Pioneer Energy Services Corp.

Frank’s International, NV

Forum Energy Technologies ChampionX Corporation (1)

Frank’s International, NV RPC, Inc.

Helix Energy Solutions Group, Inc.

USA Compression Partners, LP

In selecting comparison companies, the Compensation Committee considered various factors including each company’s participation in the energy services sector as well as market capitalization, annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees.

(1) In 2019, the peer group companies included Pioneer Energy Services Corp.

This company was replaced with ChampionX Corporation for the 2020 peer group analysis as our independent compensation consultant advised the Compensation Committee that ChampionX Corporation would provide a better market comparison.

The selected peer companies are reviewed from time to time to ensure their continued appropriateness for comparative purposes.

Elements of Compensation

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive.

The Compensation Committee reviews each executive’s base salary annually.

Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge and which also considers compensation data from peer group companies and other similarly sized companies in businesses comparable to the Company’s, the Company’s and the executive’s performance, and any significant changes in the executive’s responsibilities.

The Compensation Committee considers all these factors together plus overall industry conditions.

Salaries for our Chief Executive Officer and our Chief Operating Officer have remained unchanged since 2017.

Effective February 17, 2019, after discussions regarding competitive market data with Pearl Meyer, the Board approved a salary of $335,000 for Stephen Tadlock, who completed his transition to Chief Financial Officer on March 15, 2019.

Percent Increase

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive.

The Compensation Committee reviews each executive’s base salary annually.

The Compensation Committee considers all of these factors together plus overall industry conditions.

In March 2020, the Compensation Committee of the Board approved base salaries for each of the Company’s NEOs.

The approved 2020 base salaries remained the same as 2019.

Subsequent to board approval and in light of the challenging economic environment, our NEOs agreed to the following base salary reductions:

50% reduction for Scott Bender, Joel Bender and Steven Bender and 25% reduction for Stephen Tadlock and David Isaac.

These initial reductions became effective in late March.

In May 2020, all five NEOs agreed to an additional 10% reduction in base salary, while Scott Bender agreed to a further “supplemental reduction” of his annual base salary.

In February 2021, in response to improving activity levels in our business, the Compensation Committee recommended reinstatement of Stephen Tadlock and David Isaac’s base salaries.

See the table below for details regarding our NEOs’ originally approved 2020 salaries, final reduced salaries in 2020 and current salaries as of February 2021.

Name Approved 2020 Base Salary Reduced 2020 Base Salary (1)

Scott Bender $ 300,000 $ 57,207 $ 57,207

Joel Bender 300,000 135,000 135,000

Stephen Tadlock 335,000 226,125 335,000

Steven Bender 300,000 135,000 135,000

Cactus was an EGC from our IPO until the end of 2019, and as such, in our 2019 proxy statement, we only reported information regarding the compensation of our Chief Executive Officer and our two next most highly compensated executive officers.

Accordingly, Brian Small, Steven Bender and David Isaac were not NEOs for any years prior to 2019.

David Isaac 300,000 202,500 300,000

(1) Reflects the March and May 2020 salary reductions discussed above.

Short-Term Incentives

Our NEOs are eligible for an annual incentive bonus which is designed to focus executives on execution of our annual plan, which is linked to our long-term strategy.

Execution against our annual corporate plan is important to drive long-term shareholder value by improving financial strength, managing costs and investing in projects that will deliver future value.

We employ financial and safety performance metrics to further specific objectives of our strategy, such as EBITDA and total recordable incident rate.

On February 15, 2019, after discussions with Pearl Meyer, the Board approved a performance‑based bonus plan for 2019, the 2019 Management Incentive Plan (the “2019 MIP”), pursuant to which all eligible Company employees, including NEOs, would be eligible to receive a cash bonus upon the achievement of certain financial performance and safety metrics.

Under the 2019 MIP, executive officers, including NEOs, were eligible to receive base cash bonus payments equal to a certain specified percentage of their annual base salaries (“Target Bonus”) in the event that the Company met the specified performance targets.

The approved 2019 Target Bonus for each of the Company’s NEOs is set forth in the table below as a percentage of such executive’s 2019 base salary:

2019 Target Bonus Opportunity

(percent of Salary)

Execution against our annual corporate plan is important to drive long-term

shareholder value by improving financial strength, managing costs and investing in projects that will deliver future value.

We employ financial and safety performance metrics to further specific objectives of our strategy, such as Adjusted EBITDA and total recordable incident rate (“TRIR”).

In February 2020, the Board approved the 2020 Management Incentive Plan (the “2020 MIP”), pursuant to which all participating employees would be eligible to receive a cash bonus upon the achievement of certain financial performance and safety metrics.

Under the 2020 MIP, all eligible employees, including NEOs, were eligible to receive base cash bonus payments equal to a certain specified percentage of their annual base salaries (“Target Bonus”) in the event that the Company met the specified performance targets.

Bonuses are calculated as a percentage of actual base salary paid in 2020.

For Scott Bender, the bonus calculation is based on his actual base salary paid in 2020 excluding the “supplemental reduction” discussed above.

The approved 2020 Target Bonus percentage for each NEO is set forth in the table below.

Name Target Bonus %

Scott Bender 100%

Joel Bender 100%

Stephen Tadlock 80%

Steven Bender 80%

David Isaac 65%

Target Bonus Opportunity

For NEOs, the MIP has two performance parameters on which the bonus is calculated.

The first parameter is Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the Board (EBITDA), which is weighted as 90% of the bonus opportunity.

Participants begin to earn a bonus payout when EBITDA performance reaches Threshold EBITDA which is set at 80% of Target EBITDA.

Participants are eligible for a Stretch bonus opportunity if actual EBITDA exceeds Target EBITDA.

The maximum Stretch bonus payment is achieved when EBITDA performance reaches 120% of Target EBITDA.

The 2020 MIP has two performance parameters on which the bonus is calculated.

The first parameter is Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the Board (Adjusted EBITDA), which is weighted as 90% of the bonus opportunity.

Participants begin to earn a bonus payout when Adjusted EBITDA performance reaches Threshold Adjusted EBITDA, which is set at 80% of Target Adjusted EBITDA.

NEOs and other participants are eligible for a Stretch bonus opportunity if actual Adjusted EBITDA exceeds Target Adjusted EBITDA.

The maximum Stretch bonus payment is achieved when Adjusted EBITDA performance reaches 120% of Target Adjusted EBITDA.

The maximum Stretch payment is 40% of the full, non-stretch bonus payment.

The calculation of the EBITDA portion of the bonus payout is linear between Threshold and Target and between Target and Stretch.

The second parameter is Total Recordable Incident Rate (“TRIR”) which is defined as the number of employees per 100 full-time employees that have been involved in a recordable injury or illness in the pertinent period.

TRIR is weighted as 10% of the bonus opportunity.

The calculation of the Adjusted EBITDA portion of the bonus payout is linear between Threshold and Target and between Target and Stretch.

The second parameter is TRIR, which is weighted as 10% of the bonus opportunity.

Participants begin to earn a bonus payout when TRIR performance reaches Threshold TRIR of 1.65.

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The calculation of the TRIR portion of the bonus payout is linear between Threshold and Target.

Depending upon Company performance, actual payouts under the 2019 MIP may be between 0% and 140% of the Target Bonus opportunity for each NEO.

($ in millions)

Depending upon Company performance, actual payouts under the 2020 MIP may be between 0% and 140% of the Target Bonus for each NEO.

The percentages of base salary payable to each NEO with respect to 2020 performance are set forth in the tables below.

Adjusted EBITDA

(in millions) Bonus %

Threshold $164.4 0%

Target 205.5 100%

Maximum (Stretch) 246.6 140%

Threshold 1.65 0%

Target 1.30 100%

2020 Award Determination

Performance under the MIP is assessed relative to pre-established goals approved by the Committee near the beginning of the fiscal year.

For 2019, the Compensation Committee approved performance objectives under the 2019 MIP after considering a combination of factors including alignment with the Company’s business strategy, 2019 budget, investor expectations, recommendations from management, and the Committee’s assessment of management’s ability to impact outcomes.

In 2019, the actual EBITDA performance was $229.0 million.

which exceeded Target EBITDA.

Based on this result, in addition to earning a full target bonus on the EBITDA component, executives also earned 40.1% of their 40% stretch opportunity an additional 16.2% of the full, non-stretch bonus calculation.

The 2019 TRIR performance was 1.64 which is between Threshold and Target performance.

Based on this performance NEOs were eligible for 59.2% payout on the TRIR parameter.

In total, NEOs will receive a payout for the 2019 MIP of approximately 111.3% of Target.

The table below summarizes the metrics and performance standards approved for the 2019 MIP, and management’s level of achievement under the plan:

For 2020, the Compensation Committee approved performance objectives under the 2020 MIP after considering a combination of factors, including alignment with the Company’s business strategy, 2020 budget, investor expectations, recommendations from management and the Committee’s assessment of management’s ability to impact outcomes.

For 2020, the actual Adjusted EBITDA performance was $121.0 million which was below Threshold Adjusted EBITDA.

The 2020 TRIR performance was 0.55 which exceeded the Target.

Based on this performance, NEOs were eligible for zero payout on the Adjusted EBITDA component and 100% payout on the TRIR parameter.

In total, NEOs will receive a

payout for the 2020 MIP of 10% of Target in 2021.

In addition to the 2020 MIP bonus amounts calculated, the Compensation Committee awarded a supplemental, discretionary bonus amount to Messrs.

Tadlock and Isaac as set forth in the “Summary Compensation Table” below.

The table below summarizes the metrics and performance standards approved for the 2020 MIP, and management’s level of achievement under the plan:

(in millions)

(1)Earnings before interest, taxes, depreciation and amortization excluding any exceptional items as defined by the board.

The EBITDA performance represented in the table above demonstrates full target achievement with respect to EBITDA.

Furthermore, because EBITDA achievement was in excess of target, this results in the achievement of 40.1% of the 40% stretch component.

This equates to a stretch payment of 16.2% of the full, non-stretch bonus calculation.

(1) Total Recordable Incident Rate (TRIR) is the number of employees per 100 full-time employees that have been involved in a recordable injury or illness in the pertinent period.

The following table shows the calculation of the non-stretch bonus payment:

Percent of Target

Percent Earned

The table below shows the aggregate bonus calculation including both the non-stretch bonus payment and the stretch bonus:

Non-Stretch Bonus Percent

Stretch Bonus Component (16.2% of Non-Stretch Bonus)

Total Bonus Percentage

Performance Parameter Threshold Target Stretch Actual (1)

Adjusted EBITDA $164.4 $205.5 $246.6 $121.0 59%

(1) Adjusted EBITDA is a non-GAAP financial measure.

See the reconciliation of Adjusted EBITDA to the most comparable financial measure calculated in accordance with GAAP under “Reconciliation of GAAP to Non-GAAP Financial Measures”.

Performance Parameter Threshold Target Actual % of Target

TRIR 1.65 1.30 0.55 100%

The following table shows the calculation of the 2020 bonus payment:

Performance Parameter % of Parameter Target Parameter % Earned Weighting Target Bonus % Earned

EBITDA 59% 0% 90% 0%

TRIR 100% 100% 10% 10%

Total 100% 10%

Long-Term Incentives

In order to incentivize individuals providing services to us or our affiliates, in 2018 the Board adopted a long‑term incentive plan (the “LTIP”).

The primary purpose of awards under our long‑term incentive plan (the “LTIP”) is to enforce direct alignment between the long-term interests of our NEOs and those of our shareholders through the use of multi-year vesting and realized value of equity incentives that is contingent upon our stock price performance.

Equity awards under the LTIP also promote long-term share ownership by our NEOs.

The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock‑based awards, cash awards, substitute awards and performance awards.

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In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

The primary purpose of awards under our LTIP is to enforce direct alignment between the long-term interests of our NEOs and those of our shareholders through the use of multi-year vesting and realized value of equity incentives that is contingent upon our stock price performance.

Awards of equity under the LTIP also promote long-term share ownership by our NEOs, a goal which is further supported by the adoption of share ownership guidelines in 2019.

In 2020, the Compensation Committee approved LTIP awards using a mix of performance stock units (“PSUs”) and time-based restricted stock units (“RSUs”).

Under the PSU awards granted to our NEOs in 2020, NEOs may earn shares based upon the company’s Return on Capital Employed (“ROCE”) performance.

The PSU Award Agreements are substantially similar, except one agreement provides for three-year cliff vesting of PSUs (“Three-Year Agreement”), and the other agreement provides for vesting of two-thirds of the PSUs granted thereunder upon conclusion of the two year performance period and vesting of the remaining one-third upon conclusion of the three-year performance period (“Two- and Three-Year Agreement”).

The PSU Award Agreements provide for the issuance on the vesting date(s) of a number of shares of our common stock determined based on the Company’s average annual return on capital employed (“ROCE”) during the applicable performance period, subject to a maximum based on the Company’s ROCE relative to the ROCE of the median performer of the Company’s compensation peer companies during such period.

2020 LTIP Awards

On March 11, 2019, our NEOs received grants of restricted stock units (“RSUs”) under our LTIP in the following amounts:

Total RSUs Granted

Total Grant Date Value

On March 11, 2020, our NEOs received grants of PSUs and RSUs as set forth in the table below.

The RSU/PSU mix for Scott Bender and Joel Bender was 50/50 and 67/33 for Stephen Tadlock, Steven Bender and David Isaac.

In 2021, the mix will be 50/50 for all NEOs.

NEO Target # of PSUs Awarded (2)

# of RSUs Awarded (1)

Approximate Compensation Value Intended to be Delivered

Scott Bender 54,905 54,905 $ 1,500,000

Joel Bender 54,905 54,905 1,500,000

Stephen Tadlock 14,715 29,429 603,000

Steven Bender 14,642 29,283 600,000

The restricted stock unit awards will vest in three equal annual installments beginning on the first anniversary of the grant date.

David Isaac 12,812 25,623 525,000

(1) PSU awards for Scott Bender and Joel Bender vest upon the conclusion of the three-year performance period based on the Company’s ROCE performance.

Two-thirds of the PSU awards for Stephen Tadlock, Steven Bender and David Isaac vest upon the conclusion of the two-year performance period and the remaining one-third vests upon the conclusion of the three-year performance period based on the Company’s ROCE performance.

(2) RSUs vest 33% per year, beginning on the first anniversary of the grant date.

2020-2022 Performance Stock Unit Metrics and Goals:

Weight Threshold Target Maximum

(% of Target) (50% Payout) (100% Payout) (200% Payout)

ROCE for the applicable performance period (1)

100% 15% 20% 25%

(1) For the Two- and Three-Year Agreement PSUs, the performance period is January 1, 2020 to December 31, 2021 for the two-thirds of the PSUs that vest upon the conclusion of the two-year performance period and January 1, 2020 to December 31, 2022 for the remaining one-third that vest upon the conclusion of the three-year performance period.

The performance period is January 1, 2020 to December 31, 2022 for the Three-Year Agreement PSUs which cliff vest upon the conclusion of the three-year performance period.

If the Company’s ROCE performance falls between any of these payout levels, the percentage multiple of the target PSUs will be interpolated based on the actual ROCE of the Company in relation to the payout levels.

Notwithstanding the foregoing, in the event the Company’s ROCE for the Performance Period is less than the ROCE of the median performer of the Company’s peer companies (as defined per the agreement), when ranked by ROCE over the performance period, then the number of earned PSUs will be capped at 100% of the target number of PSUs.

Other Compensation Practices and Policies

Stock Ownership Guidelines

In 2019, the Committee established stock ownership guidelines for our NEOs and non-employee directors.

The approved guidelines are as follows:

Position Required Level of Ownership

Chief Executive Officer 6 times base salary

Other NEOs 2 times base salary

Non-Employee Directors 3 times annual cash retainer for Board service

Stock ownership levels must be achieved by each NEO or non-employee director within five years of becoming subject to the guidelines, or within five years of any material change to the guideline level of ownership.

As of February 11, 2021, all of our NEOs and non-employee directors have met or exceeded the ownership expectations under the guidelines other than Ms.

Law, who joined the Board in January 2020.

Law has until January 2025 to achieve the stock ownership requirement.

Clawback Policy

In 2019, our Board adopted the Executive Compensation Clawback Policy (the “Clawback Policy”).

In the event of a restatement of our financial statements (other than a restatement caused by a change in applicable accounting rules or

interpretations), the result of which is that any performance-based compensation paid under an incentive compensation plan would have been a lower amount had it been calculated based on such restated results, the Compensation Committee may seek to recover for the benefit of the Company the after tax portion of the difference between the compensation actually paid to the executive and the corrected amount based on the restated financial results.

Retirement, Health and Welfare Benefits

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Participants may contribute from 1% to 85% of their base pay and cash incentive compensation (subject to U.S.

Internal Revenue Service (“IRS”) limitations), and the Company makes matching contributions under this plan on the first 7% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 4% employee contribution).

Company matching contributions vest 20% per year on the first five anniversaries of the respective employee’s hire date.

We provide Scott Bender, Joel Bender, Stephen Tadlock, Steven Bender and Brian Small with bi-weekly vehicle allowances.

Internal Revenue Service (“IRS”) limitations), and the Company has historically made matching contributions under this plan on the first 7% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 4% employee contribution).

Company matching contributions vest 20% per year on the first five anniversaries of the respective employee’s hire date.

In light of the challenging economic environment, the Company indefinitely suspended matching contributions to the retirement plan effective June 1, 2020.

We provide Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender with bi-weekly vehicle allowances.

Additionally, Scott Bender receives a gasoline reimbursement.

Other Compensation Practices and Policies

Compensation Risk

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Those elements include a maximum amount that can be earned under our annual incentive cash compensation program.

We also provide compensation to our NEOs in the form of a reasonable base salary.

We want our executives to be motivated to achieve Cactus’s short-term and long-term goals, without sacrificing our financial and corporate integrity in trying to achieve those goals.

While an executive’s overall compensation should be strongly influenced by the achievement

of specific financial and operational targets, we also believe that a portion of an executive’s compensation should be awarded in components that provide a degree of financial certainty.

We also provide compensation to our NEOs in the form of a reasonable base salary adjusted in 2020 to address market conditions.

We want our executives to be motivated to achieve Cactus’s short-term and long-term goals, without sacrificing our financial and corporate integrity in trying to achieve those goals.

While an executive’s overall compensation should be strongly influenced by the achievement of specific financial and operational targets, we also believe that a portion of an executive’s compensation should be awarded in components that provide a degree of financial certainty.

In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees, including our NEOs, are reasonably likely to have a material adverse effect on us.

Clawback Policy

In June 2019, our Board adopted the Executive Compensation Clawback Policy (the “Clawback Policy”).

In the event of a restatement of our financial statements (other than a restatement caused by a change in applicable accounting rules or interpretations), the result of which is that any performance-based compensation paid under an incentive compensation plan would have been a lower amount had it been calculated based on such restated results, the Compensation Committee may seek to recover for the benefit of the Company the after tax portion of the difference between the compensation actually paid to the executive and the corrected amount based on the restated financial results.

Stock Ownership Guidelines

As of December 13, 2019, the Committee has established stock ownership guidelines for our NEOs and non-employee directors.

The approved guidelines are as follows:

Required Level of Ownership

Chief Executive Officer

6 times base salary

2 times base salary

Non-Employee Directors

3 times annual cash retainer for Board service

As of February 28, 2020, all of our NEOs and non-employee directors have met or exceeded the ownership expectations under the guidelines other than Mr.

Isaac and Ms.

Employment, Severance, and Change-in-Control Agreements

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In February 2018, in connection with our IPO, we amended and restated our employment agreements with Messrs.

Scott and Joel Bender (as amended and restated, each, an “Employment Agreement”).

Each Employment Agreement reflects the executive’s base salary of $300,000 and has an initial three‑year term that will extend automatically for one‑year periods thereafter unless advance written notice by either party is provided.

Scott and Joel Bender (as amended and restated, each, an “Employment Agreement”).

Under the Employment Agreements, each of Messrs.

Scott and Joel Bender are entitled to receive severance compensation if his employment is terminated under certain conditions, such as a termination by the executive officer for “good reason”

or by us without “cause,”

each as defined in the agreements and further described below under “—Potential Payments upon Termination or Change of Control.”

In addition, the agreements provide for:

Scott and Joel Bender are entitled to receive severance compensation if his employment is terminated under certain conditions, such as a termination by the executive officer for “good reason” or by us without “cause,” each as defined in the

agreements and further described below under “—Potential Payments upon Termination or Change of Control.” In addition, the agreements provide for:

• specified minimum base salaries;

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• termination benefits, including, in specified circumstances, severance payments;

an annual bonus of up to 100% of annual base salary in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board.

On February 21, 2019, we amended the Employment Agreements to provide that Scott Bender and Joel Bender shall be eligible to receive an additional annual bonus of up to 40% of the regular annual bonus actually paid, determined in the good faith discretion of the Board if the executive satisfies additional budgetary and performance goals, as determined annually by the Board.

• an annual cash bonus of up to 100% of annual base salary in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board.

In February 2019, we amended the Employment Agreements to provide that Scott Bender and Joel Bender shall be eligible to receive an additional annual cash bonus of up to 40% of the regular annual target cash bonus actually paid, determined in the good faith discretion of the Board if the executive satisfies additional budgetary and performance goals, as determined annually by the Board.

We have not entered into separate severance agreements with Messrs.

Scott and Joel Bender and instead rely on the terms of each executive’s Employment Agreement to dictate the terms of any severance arrangements.

or without “cause.”

Scott and Joel Bender and instead rely on the terms of each executive’s Employment Agreement to dictate the terms of any severance arrangements.

Tadlock will be eligible to receive severance payments should a merger or sale transaction result in Mr.

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Tadlock and Mr.

Isaac pursuant to these arrangements have been described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.”

Non‑Compete Agreements

In connection with our IPO, on February 12, 2018, Cactus LLC entered into amended and restated noncompetition agreements (each, a “Noncompetition Agreement”) with each of Scott Bender and Joel Bender.

Each of the Noncompetition Agreements provide that, for a period of one year following termination of his employment, Scott Bender and Joel Bender will not (i) compete against us in connection with our business, (ii) solicit or induce any of our employees to leave his or her employment with us or hire any of our employees or (iii) solicit or entice customers who were our customers within the one‑year period immediately prior to his date of termination to cease doing business with us or to begin doing business with our competitors.

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Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to our NEOs during the year ended December 31, 2019.

Name and Principal Position

The following table sets forth information regarding the compensation awarded to, earned by or paid to our NEOs:

Name and Principal Position Year Salary Bonus (1)

Incentive Plan

Compensation (2)

Compensation (4)

Scott Bender, President, Chief Executive Officer and Director (5)

2020 $ 122,745 $ — $ 18,301 $ 1,500,004 $ 14,612 $ 1,655,662

2019 300,000 — 334,835 1,499,994 29,102 2,163,931

2018 300,000 — 300,000 1,000,008 31,135 1,631,143

Joel Bender, Senior Vice President, Chief Operating Officer and Director (5)

2020 183,750 — 18,301 1,500,004 15,204 1,717,259

2019 300,000 — 334,835 1,499,994 30,120 2,164,949

2018 300,000 — 300,000 1,000,008 30,070 1,630,078

Stephen Tadlock, Vice President, Chief Financial Officer and Treasurer

Brian Small, Senior Finance Director and Former Chief Financial Officer (5)

2020 265,906 28,827 21,173 603,007 16,508 935,421

2019 321,923 — 180,971 1,502,947 24,773 2,030,614

2018 250,000 — 120,298 1,875,015 23,780 2,269,093

Steven Bender, Vice President of Operations (6)

2020 183,750 — 14,641 600,016 15,204 813,611

2019 296,154 — 248,489 599,975 25,789 1,170,407

David Isaac, General Counsel, Vice President of Administration and Secretary (6)

(1) Amounts of “Non-Equity Incentive Plan Compensation”

paid to each applicable NEO were made pursuant to the Company’s short-term incentive program.

For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentives.”

(2) The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit awards granted to each NEO and computed in accordance with FASB ASC Topic 718.

For a discussion of the valuation assumptions with respect to these awards, see Note 6 in the notes to the consolidated financial statements in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 (our “2019 Annual Report”).

For additional information about restricted stock unit awards granted during 2018, see “Outstanding Equity Awards at 2019 Fiscal Year‑End”

For more information about our LTIP, see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives.”

(3) Amounts reflected within the “All Other Compensation”

column are comprised of the following amounts:

Contributions to

Reimbursement

2020 238,125 21,094 15,406 525,022 5,675 805,322

2019 296,154 — 165,659 449,972 14,260 926,045

(1) In recognition of their leadership and contributions to the Company during the significant decline in activity caused by the COVID-19 pandemic and its related economic impact, the Compensation Committee elected to award Messrs.

Tadlock and Isaac a supplemental cash bonus for 2020.

(2) Amounts of “Non-Equity Incentive Plan Compensation” paid to each applicable NEO were made pursuant to the Company’s short-term incentive program.

For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentives.”

(3) The amounts reported in this column represent the aggregate grant date fair value of RSUs and PSUs granted to each NEO and computed in accordance with FASB ASC Topic 718.

(4) Amounts reflected within the “All Other Compensation” column are comprised of the following amounts:

Name Year Employer

Contributions to 401(k) Plan Vehicle

Allowance Gas

Reimbursement Total

Scott Bender 2020 $ 4,647 $ 9,900 $ 65 $ 14,612

2019 14,375 14,400 327 29,102

2018 15,670 14,400 1,065 31,135

Joel Bender 2020 5,304 9,900 — 15,204

2019 15,720 14,400 — 30,120

2018 15,670 14,400 — 30,070

Stephen Tadlock 2020 6,608 9,900 — 16,508

2019 10,373 14,400 — 24,773

2018 9,380 14,400 — 23,780

Steven Bender 2020 5,304 9,900 — 15,204

2019 11,389 14,400 — 25,789

David Isaac 2020 5,675 — — 5,675

2019 14,260 — — 14,260

(5) Although Messrs.

Scott and Joel Bender each serve on the Board, they are not compensated for their services as directors.

Tadlock was not a NEO for any years prior to 2018.

Brian Small, Steven Bender and David Isaac were not NEOs for any years prior to 2019.

Scott and Joel Bender each serve on our Board, they are not compensated for their services as directors.

(6) Steven Bender and David Isaac were not NEOs prior to 2019.

Grants of Plan-Based Awards

The following table provides information about equity and non-equity awards granted to our NEOs in 2019, including the following:

(1) the grant date;

(2) the estimated possible payouts under the non-equity incentive plan, which is discussed in “Compensation Discussion and Analysis—Elements of Compensation—Short-term Incentives and -Long-term Incentives”, included herein;

(3) the number of restricted stock awards pursuant to the Company’s LTIP;

and (4) the fair value of each equity award.

The following table provides information about equity and non-equity awards granted to our NEOs in 2020.

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under

Equity Incentive Plan Awards (2)

All Other Stock Awards:

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Grant Date Fair Value of Stock Awards

Date Threshold

($) Threshold (#) Target

(#) Maximum (#)

Scott Bender $ — $ 183,750 $ 257,250

3/11/2020 27,453 54,905 109,810 $ 750,002

3/11/2020 54,905 750,002

Joel Bender — 183,750 257,250

3/11/2020 27,453 54,905 109,810 750,002

3/11/2020 54,905 750,002

Stephen Tadlock — 212,725 297,815

3/11/2020 7,358 14,715 29,430 201,007

3/11/2020 29,429 402,000

Steven Bender — 147,000 205,800

Amounts in these columns represent the threshold, target, and maximum estimated payouts for 2019 MIP bonus awards.

The actual value of bonuses paid to our NEOs for 2019 under this program can be found in the “Non-Equity Incentive Plan Compensation”

column of the Summary Compensation Table above.

This column includes the number of restricted stock units granted to our NEOs during 2019.

See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—2019 LTIP Awards”

for more information regarding these restricted stock units.

3/11/2020 7,321 14,642 29,284 200,010

3/11/2020 29,283 400,006

David Isaac — 154,781 216,694

3/11/2020 6,406 12,812 25,624 175,012

3/11/2020 25,623 350,010

(1) Amounts in these columns represent the threshold, target and maximum estimated payouts for 2020 MIP cash bonus awards.

The actual value of bonuses paid to our NEOs for 2020 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

(2) Shares in these columns represent the threshold, target and maximum number of estimated PSUs eligible for vesting per the award agreements executed on March 11, 2020.

“Threshold” reflects the lowest possible payout (50% of the grant), “Target” represents the number of PSUs awarded under each grant, and “Maximum” reflects the highest possible payout (200% of the grant).

The award agreements under which the PSUs were issued provide that no PSUs will vest unless a specified threshold level of performance is achieved.

Vested PSUs are paid in shares of our Class A common stock, and the payout, if any, with respect to PSUs will occur at the end of all applicable performance periods.

See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—2020 LTIP Awards” for more information regarding these PSUs.

(3) This column includes the number of RSUs granted to our NEOs during 2020.

(4) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718.

Please see Note 6 to our consolidated financial statements for the fiscal year ended December 31, 2019 for additional detail regarding assumptions underlying the value of these equity awards.

With respect to the PSU awards, this column reflects the grant date fair value for such PSUs at target.

Outstanding Equity Awards at 2020 Fiscal Year-End

The following table reflects information regarding outstanding restricted stock units held by our NEOs as of December 31, 2019.

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units That Have Not Vested ($) (1)

The following table reflects information regarding outstanding stock awards held by our NEOs as of December 31, 2020.

Name Grant Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units That Have Not Vested ($) (1)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)

Scott Bender 2/7/2018 17,544 (2)

3/11/2019 26,759 (3)

3/11/2020 54,905 (4)

3/11/2020 54,905 (5)

Joel Bender 2/7/2018 17,544 (2)

3/11/2019 26,759 (3)

3/11/2020 54,905 (4)

3/11/2020 54,905 (5)

Stephen Tadlock 2/7/2018 32,895 (2)

3/11/2019 26,811 (3)

3/11/2020 29,429 (4)

3/11/2020 14,715 (6)

Steven Bender 2/7/2018 10,526 (2)

The market value of these units is based on the closing price of the Company’s Class A common stock on December 31, 2019 ($34.32), the last trading day of the fiscal year.

Reflects RSUs which vest over two years in equal annual installments on February 7, 2020 and February 7, 2021.

3/11/2019 10,703 (3)

3/11/2020 29,283 (4)

3/11/2020 14,642 (6)

David Isaac 10/24/2018 3,039 (7)

3/11/2019 8,027 (3)

3/11/2020 25,623 (4)

3/11/2020 12,812 (6)

(1) The market value of these units is based on the closing price of the Company’s Class A common stock on December 31, 2020 ($26.07), the last trading day of the fiscal year.

(2) Reflects RSUs which vest on February 7, 2021.

(3) Reflects RSUs which vest over two years in equal annual installments on March 11, 2021 and March 11, 2022.

(4) Reflects RSUs which vest over three years in equal annual installments on March 11, 2021, March 11, 2022 and March 11, 2023.

Reflects RSUs which vest over two years in equal annual installments on October 24, 2020 and October 24, 2021.

The following table provides information for our NEOs on the number of shares of Class A common stock acquired upon the vesting of RSU awards and the value realized, in each case before payment of any applicable withholding tax or exercise prices.

(5) Reflects PSUs which will vest on December 31, 2022 subject to the Company’s satisfaction of ROCE performance targets.

See “Compensation Discussion and Analysis—Elements of Compensation—2020 LTIP Awards.”

(6) Reflects PSUs, two-thirds of which vest on December 31, 2021 and one-third which will vest on December 31, 2022 subject to the Company’s satisfaction of ROCE performance targets.

See “Compensation Discussion and Analysis—Elements of Compensation—2020 LTIP Awards.”

(7) Reflects RSUs which vest on October 24, 2021.

The following table provides information for our NEOs on the number of shares of Class A common stock acquired upon the vesting of RSU awards in 2020 and the value realized, in each case before payment of any applicable withholding tax.

Stock Awards (1)

Number of Shares Acquired on Vesting (#)

Pre-tax Value Realized on Vesting

Name Number of Shares Acquired on Vesting (#) Pre-tax Value Realized on Vesting ($)

Scott Bender 30,924 679,032

Joel Bender 30,924 679,032

Stephen Tadlock 46,302 1,121,338

Steven Bender 15,878 372,620

Reflects shares received pursuant to RSU awards granted under the LTIP vesting in 2019.

The value realized upon vesting of these awards represents the aggregate dollar amount realized by the NEO upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting

For Scott Bender, Joel Bender, Stephen Tadlock, Brian Small and Steven Bender, the applicable vesting date was February 7, 2019, and the closing price of the Class A common stock on that date was $32.79.

For David Isaac, the applicable vesting date was October 24, 2019, and the closing price of the Class A common stock on that date was $28.16.

David Isaac 7,052 109,023

(1) Reflects shares received pursuant to RSU awards vesting in 2020.

For Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender, the applicable vesting dates were February 7, 2020 and March 11, 2020, and the closing price of the Class A common stock on these dates was $28.79 and $13.00, respectively.

For David Isaac, the applicable vesting dates were March 11, 2020 and October 24, 2020, and the closing price of the Class A common stock on these dates was $13.00 and $18.71, respectively.

Pension Benefits and Nonqualified Deferred Compensation

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Scott and Joel Bender.

or without “cause.”

To receive benefits under the Employment Agreements, the executive officer will be required to execute a release of all claims against the Company.

The Employment Agreements do not provide for accelerated or enhanced cash payments or health and welfare benefits upon a change in control but do provide for salary continuation payments and subsidized health and welfare benefits upon the termination of the executive’s employment for “good reason” or without “cause.” To receive benefits under the Employment Agreements, the executive officer will be required to execute a release of all claims against the Company.

Termination for Good Reason or Without Cause.

If either Scott or Joel Bender terminates his employment for “good reason”

or is terminated by us without “cause,”

he will be entitled to receive as severance, in addition to any amounts earned and unpaid through the date of termination, his then‑current base salary and benefits (except car and expense reimbursement benefits) for the remaining term of the Employment Agreement if such term is greater than one year, or if such term is not greater than one year, one year from the date of termination, paid in lump sum within 60 days after the executive’s separation from service.

If either Scott or Joel Bender terminates his employment for “good reason” or is terminated by us without “cause,” he will be entitled to receive as severance, in addition to any amounts earned and unpaid through the date of termination, his then‑current base salary and benefits (except car and expense reimbursement benefits) for the remaining term of the Employment Agreement if such term is greater than one year, or if such term is not greater than one year, one year from the date of termination, paid in lump sum within 60 days after the executive’s separation from service.

Termination Due to Disability.

If either Scott or Joel Bender’s employment is terminated by either us or the executive due to disability, he will be entitled to receive as severance his then‑current base salary and benefits through the remainder of the calendar month during which such termination is effective and for the lesser of (a) six consecutive months thereafter or (b) the date on which disability insurance benefits commence under any disability insurance coverage which may be provided by us, paid in lump sum within 30 days after the executive’s termination due to disability.

Termination Due to Death.

If either Scott or Joel Bender’s employment is terminated due to death, his estate will be entitled to receive his then‑current base salary and accrued benefits through the end of the calendar month in which his death occurs, paid in lump sum within 30 days after the executive’s termination due to disability.

In each case, if the executive is entitled to severance payments, during such severance period we will pay such executive’s portion of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium payments, and if COBRA is no longer available during such period, we will provide similar health insurance coverage for such executive during the severance period.

For purposes of Scott and Joel Bender’s Employment Agreements:

The term “cause”

means the executive (i) is convicted of, or enters a nolo contendre or guilty plea with respect to, a crime involving fraud, theft, embezzlement or other act of material dishonesty or the Board’s loss of

confidence in the executive because he is convicted of, or enters a nolo contendre or guilty plea with respect to, any felony or crime involving moral turpitude;

In each case, if the executive is entitled

to severance payments, during such severance period we will pay such executive’s portion of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium payments, and if COBRA is no longer available during such period, we will provide similar health insurance coverage for such executive during the severance period.

For purposes of Scott and Joel Bender’s Employment Agreements:

• The term “cause” means the executive (i) is convicted of, or enters a nolo contendre or guilty plea with respect to, a crime involving fraud, theft, embezzlement or other act of material dishonesty or the Board’s loss of confidence in the executive because he is convicted of, or enters a nolo contendre or guilty plea with respect to, any felony or crime involving moral turpitude;

(ii) commits any other material breach of any of the provisions of his employment agreement other than a breach which (being capable of being remedied) is remedied by him within 14 days of being called upon to do so in writing by us;

or (iii) fails to perform his duties and responsibilities (other than a failure from disability) for a period of 30 consecutive days.

The term “good reason”

means any of the following:

(i) we commit any material breach of the provisions of the executive’s Employment Agreement;

• The term “good reason” means any of the following:

(i) we commit any material breach of the provisions of the executive’s Employment Agreement;

(ii) we assign the executive to a position, responsibilities or duties of a materially lesser status or degree of responsibility than his position, responsibilities or duties as of the effective date of the Employment Agreement;

(iii) the requirement by us that the executive be based anywhere other than Houston, Texas, provided that such a change in geographic location be deemed material;

or (iv) any decrease of more than 10% in the executive’s base salary as of the effective date of the Employment Agreement.

In any case, the executive must provide written notice of termination for good reason within 90 days of the initial existence of the condition at issue, and we will have the opportunity to cure such circumstances within a 30‑day period of receipt of such notice.

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Isaac is entitled to a severance payment in the event of a Qualifying Termination prior to September 24, 2021.

Isaac has a Qualifying Termination before September 24, 2020, he will be eligible for a severance payment equal to 2/3 of his then current annual base salary.

Isaac has a Qualifying Termination during the period from September 25, 2020 until September 24, 2021, he will be eligible to receive a severance payment equal to 1/3 of his then current annual base salary.

Restricted Stock Unit Awards

The Company’s restricted stock unit award agreements provide that restricted stock awards will become fully vested on (i) the date a Change of Control occurs, (ii) the termination of an employee’s employment due to his death or a Disability or (iii) upon the employee’s Normal Retirement.

As used in the restricted stock unit award agreements, “Disability”

means that the employee is unable to perform the essential functions of their duties for three consecutive months, or three months during any six-month period, as determined after an examination by a medical doctor selected by written agreement of the employee and the Company.

As used in the restricted stock unit award agreements, “Normal Retirement”

means an employee’s separation from service without Cause on or following the age of 65.

For purposes of the restricted stock unit award agreements, “Cause”

means the employee (i) is convicted of, or enters a nolo contendere or guilty plea with respect to a crime involving fraud, theft, embezzlement or other act of material dishonesty, the Board’s loss of confidence in the employee because he is convicted of or enters a nolo contendere or guilty plea with respect to any felony or crime involving moral turpitude;

The Company’s RSU award agreements provide that restricted stock awards will become fully vested on (i) the date a Change of Control occurs, (ii) the termination of an employee’s employment due to his death or a Disability or (iii) upon the employee’s Normal Retirement.

As used in the RSU award agreements, “Disability” means that the employee is unable to perform the essential functions of their duties for three consecutive months, or three months during any six-month period, as determined after an examination by a medical doctor selected by written agreement of the employee and the Company.

As used in the RSU award agreements, “Normal Retirement” means an employee’s separation from service without Cause on or following the age of 65.

For purposes of the RSU award agreements, “Cause” means the employee (i) is convicted of, or enters a nolo contendere or guilty plea with respect to a crime involving fraud, theft, embezzlement or other act of material dishonesty, the Board’s loss of confidence in the employee because he is convicted of or enters a nolo contendere or guilty plea with respect to any felony or crime involving moral turpitude;

(ii) commits any other material breach of any of the provisions of their employment agreement with the Company (if applicable) or any material employment contract, policy or agreement the employee has entered into with the Company, other than a breach which (being capable of being remedied) is remedied by the employee within fourteen days of being called upon to do so in writing by the Company;

or (iii) fails to perform their duties and responsibilities (other than a failure resulting from Disability).

The Company’s PSU award agreements provide that 100% of target PSUs shall immediately become earned units upon (i) the employee’s termination of employment due to death or Disability or (ii) the employee’s Normal Retirement.

As used in the PSU award agreement, the term “Disability” means an employee’s inability to perform the essential functions of their duties for three consecutive months or three months during any six-month period, and the term “Normal Retirement” means an employee’s separation from service without Cause on or following the age of 65.

In the event of a change in control,

the performance period will be deemed to have ended, and the Company shall calculate the number of earned units to which the employee is entitled (if any) based on actual performance during the truncated period.

Management Incentive Plan Awards

The Company’s Management Incentive Plan provides that participants whose employment ends before the bonus payments are made forfeit all rights to participate in the Management Incentive Plan and to receive any bonus relating to prior service, except for the following:

• Injury, disability or ill-health (as determined by the Compensation Committee);

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Quantification of Payments

in either case, during the 24-month period following a Change of Control of the Company, occurring as of December 31, 2019.

Shown in the table below are potential payments upon the assumed (i) involuntary not for Cause termination of our NEOs other than during the 24-month period following a Change of Control, or (ii) involuntary not for Cause termination or termination by the NEO for “Good Reason,” in either case, during the 24-month period following a Change of Control of the Company, occurring as of December 31, 2020.

In addition, the tables that follow show the potential payments upon the hypothetical (i) disability, retirement or death of our NEOs, and (ii) Change of Control of the Company, in each case, occurring as of December 31, 2020.

The table includes estimate amounts because actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or upon a Change of Control.

The table includes estimated amounts because actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or upon a Change of Control.

Potential Payments Upon Termination and Change of Control

Executive Benefits and Payments Upon Separation

Termination for Cause

Involuntary Not for Cause Termination without a Change of Control

Termination with a Change of Control

Disability or Normal Retirement

Change of Control (No Termination)

Compensation:

Cash Severance

Stock Awards (1)

Performance Cash Awards (2)

Benefits & Perquisites:

Health and Welfare Benefits (3)

Compensation:

Executive Benefits and Payments Upon Separation Termination for Cause Involuntary Not for Cause Termination without a Change of Control Termination with a Change of Control Disability or Normal Retirement Death Change of Control (No Termination)

Scott Bender Compensation:

Cash Severance $ — $ 300,000 $ 300,000 $ 150,000 $ 25,000 $ —

Stock Awards (1)

— 4,017,726 (4)

2,586,353 4,017,726 4,017,726 2,586,353

Performance Cash Awards (2)

— — 18,301 18,301 18,301 18,301

Benefits & Perquisites:

Health and Welfare Benefits (3)

Stephen Tadlock

Compensation:

— 11,229 11,229 5,615 11,229 —

Total $ — $ 4,328,955 $ 2,915,883 $ 4,191,642 $ 4,072,256 $ 2,604,654

Joel Bender Compensation:

Cash Severance $ — $ 300,000 $ 300,000 $ 150,000 $ 25,000 $ —

Stock Awards (1)

— — 2,586,353 4,017,726 4,017,726 2,586,353

Performance Cash Awards (2)

— — 18,301 18,301 18,301 18,301

Benefits & Perquisites:

Health and Welfare Benefits (3)

Potential Payments Upon Termination and Change of Control

Executive Benefits and Payments Upon Separation

Termination for Cause

Involuntary Not for Cause Termination without a Change of Control

Termination with a Change of Control

Disability or Normal Retirement

Change of Control (No Termination)

Compensation:

— 11,104 11,104 5,552 925 —

Total $ — $ 311,104 $ 2,915,758 $ 4,191,579 $ 4,061,952 $ 2,604,654

Stephen Tadlock Compensation:

Cash Severance $ — $ — $ 167,500 $ — $ — $ —

Stock Awards (1)

— — 2,323,749 2,707,370 2,707,370 2,323,749

Performance Cash Awards (2)

— — 21,173 21,173 21,173 21,173

Benefits & Perquisites:

Health and Welfare Benefits (3)

Steven Bender

Compensation:

Total $ — $ — $ 2,512,422 $ 2,728,543 $ 2,728,543 $ 2,344,922

Steven Bender Compensation:

Cash Severance $ — $ — $ — $ — $ — $ —

Stock Awards (1)

— — 1,316,848 1,698,565 1,698,565 1,316,848

Performance Cash Awards (2)

— — 14,641 14,641 14,641 14,641

Benefits & Perquisites:

Health and Welfare Benefits (3)

Compensation:

Total $ — $ — $ 1,331,489 $ 1,713,206 $ 1,713,206 $ 1,331,489

Potential Payments Upon Termination and Change of Control

David Isaac Compensation:

Cash Severance $ — $ 100,000 $ 100,000 $ — $ — $ —

Stock Awards (1)

— — 956,482 1,290,491 1,290,491 956,482

Performance Cash Awards (2)

— — 15,406 15,406 15,406 15,406

Benefits & Perquisites:

Health and Welfare Benefits (3)

Reflects the value of unvested restricted stock unit awards as of December 31, 2019 that would be accelerated as a result of the separation event based on the Company’s stock price of $34.32, which was the closing market price of the Company’s Class A common stock as of December 31, 2019.

Reflects the value of unvested performance-based cash awards as of December 31, 2019.

Performance-based cash awards have been reported assuming that the performance period ended on December 31, 2019 and that the performance level achievement was at target for the 2019 awards.

Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the NEO under the Company’s health and welfare benefit plans for the applicable continuation period specified in the Executive Agreements.

Bender’s eligibility for “Normal Retirement”

treatment in the event of a separation from service without cause, this reflects the value of unvested restricted stock unit awards held by Mr.

Bender as of December 31, 2019, that would be accelerated upon his “Normal Retirement.”

Total $ — $ 100,000 $ 1,071,888 $ 1,305,897 $ 1,305,897 $ 971,888

(1) Reflects the value of unvested RSU and target PSU awards as of December 31, 2020 that would be accelerated as a result of the separation event based on the Company’s stock price of $26.07, which was the closing market price of the Company’s Class A common stock as of December 31, 2020.

For PSUs, upon a change in control, the performance period is deemed to have ended and a calculation is made to determine the number of earned units for the truncated period.

As of December 31, 2020, the Company’s ROCE performance did not exceed the threshold level;

therefore, the PSUs would not have vested as of December 31, 2020 upon a change in control event.

(2) Reflects each NEO’s 2020 performance cash award earned under the Company’s short-term incentive program.

(3) Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the NEO under the Company’s health and welfare benefit plans for the applicable continuation period specified in the Executive Agreements.

(4) Due to Mr.

Bender’s eligibility for “Normal Retirement” treatment in the event of a separation from service without cause, this reflects the value of unvested RSUs and PSUs held by Mr.

Bender as of December 31, 2020 that would be accelerated upon his “Normal Retirement.”

2020 Chief Executive Officer Pay Ratio

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• Scott Bender had total annual compensation of $1,655,662 as reflected in the Summary Compensation Table included in this Proxy Statement.

o Our median employee’s annual total compensation was $90,436.

o As a result, we estimate that Scott Bender’s 2019 annual total compensation was approximately 23.9 times that of our median employee.

◦ Our median employee’s annual total compensation was $84,103.

◦ As a result, we estimate that Scott Bender’s 2020 annual total compensation was approximately 19.7 times that of our median employee.

• To identify the median employee, we took the following steps:

o We determined that, as of December 1, 2019, our employee population consisted of 1,137 individuals.

◦ We determined that, as of December 1, 2020, our employee population consisted of 661 individuals.

This population consisted of our full-time and part-time employees (including both active employees and employees on leave as of December 1, 2020);

o We selected December 1, 2019 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.

o We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records.

◦ We selected December 1, 2020 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.

◦ We used a consistently applied compensation measure to identify our median employee by comparing the actual amount of salary or wages as reflected in our payroll records.

Compensation was annualized for employees that were not employed by us for all of 2020.

o For our employees located outside of the United States, we obtained similar payroll records and converted such information into U.S.

◦ For our employees located outside of the United States, we obtained similar payroll records and converted such information into U.S.

dollars using the year-end currency exchange rate.

o To determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps:

After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2019 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $90,436.17.

With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total”

column of our 2019 Summary Compensation Table included in this Proxy Statement.

◦ To determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps:

■ After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2020 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $84,103.

■ With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table.

Director Compensation

Pursuant to our non‑employee director compensation program, each non‑employee director receives the following compensation for his or her service on the Board:

a cash retainer of $80,000 per year, payable quarterly in arrears;

an additional cash retainer of $20,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Audit Committee and an additional cash retainer of $10,000 per year for each other member of our Audit Committee;

an additional cash retainer of $10,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Compensation Committee and an additional cash retainer of $5,000 per year for each other member of our Compensation Committee;

an additional cash retainer of $10,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Nominating and Governance Committee and an additional $5,000 per year for each other member of our Nominating and Governance Committee;

annual equity‑based compensation with an aggregate grant date value of $100,000, described below.

In addition, a cash retainer of $20,000 per year will be payable to a non‑employee Chairman of the Board quarterly in arrears.

Each director will be reimbursed for out‑of‑pocket expenses incurred in connection with attending board and committee meetings.

The non‑employee directors received a restricted stock unit grant value of $100,000 in connection with our IPO.

All director restricted stock unit awards will generally be subject to a one‑year vesting schedule.

In connection with our IPO, Messrs.

Rosenthal and Semple also each received restricted stock unit awards with grant date values of $1,250,000 that will vest over three years.

In light of the challenging economic environment, effective April 1, 2020, the Compensation Committee approved an amendment to our non-employee director compensation program whereby the amount of the cash retainers payable to directors were reduced by 25%.

Accordingly, pursuant to our non-employee director compensation program in effect after April 1, 2020, each non-employee director received the following compensation for his or her service on the Board:

• a cash retainer of $60,000 per year, payable quarterly in arrears (reduced from $80,000);

• an additional cash retainer of $15,000 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Audit Committee (reduced from $20,000) and an additional cash retainer of $7,500 per year for each other member of our Audit Committee (reduced from $10,000);

• an additional cash retainer of $7,500 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Compensation Committee (reduced from $10,000) and an additional cash retainer of $3,750 per year for each other member of our Compensation Committee (reduced from $5,000);

• an additional cash retainer of $7,500 per year, payable quarterly in arrears if such non‑employee director serves as the chairperson of our Nominating and Governance Committee (reduced from $10,000) and an additional $3,750 per year for each other member of our Nominating and Governance Committee (reduced from $5,000);

• annual equity‑based compensation with an aggregate grant date value of $75,000 (reduced from $100,000).

In addition, a cash retainer of $15,000 per year is payable to a non‑employee Chairman of the Board quarterly in arrears (reduced from $20,000).

Each director is reimbursed for out‑of‑pocket expenses incurred in connection with attending board and committee meetings.

Scott and Joel Bender, as employees of the Company, do not receive compensation for their services as directors in addition to their employee compensation described above.

The table below reflects the compensation provided during 2020 to each member of the Board who was not employed by the Company.

Fees Earned or Paid in Cash ($) (1)

Name Fees Earned or Paid in Cash (1)

Stock Awards (2)

Total ($) (3)

Bruce Rothstein (3)

John (Andy) O'Donnell

Michael McGovern

$ 81,250 $ 100,005 $ 181,255

Melissa Law 77,188 99,990 177,178

Michael McGovern 81,250 100,005 181,255

John (Andy) O'Donnell 81,250 100,005 181,255

Rosenthal 77,188 100,005 177,193

Alan Semple 85,313 100,005 185,318

(1) The amounts shown in this column reflect cash fees earned by each director during 2020.

We will also reimburse all directors for reasonable expenses incurred in attending all board or committee meetings.

Compensation reductions became effective as of April 1, 2020.

(2) Amounts reported in this column represent the grant date fair market value determined in accordance with FASB ASC Topic 718 of restricted stock units granted during 2020.

Rothstein did not directly receive any compensation for his services as a director during 2019.

Rothstein does not directly receive any compensation for his services as a director.

Rothstein is a Managing Partner of Cadent Energy Partners LLC.

Rothstein’s services as a managing partner at Cadent, all compensation and equity awards that he receives will be payable or transferred to Cadent.

(4) Melissa Law was appointed to the board of directors on January 30, 2020 and therefore was not a director in 2019.

Consistent with the director compensation program described above, on March 11, 2019, the Compensation Committee made grants of 2,675 restricted stock units to each of our non-employee directors.

These awards of restricted stock will vest in full on the first anniversary of the date of grant and are subject to forfeiture pursuant to the terms of the notice of grant and award agreement under which they were granted as well as the terms of the LTIP on that date.

Rothstein’s services as a managing partner at Cadent, all compensation and equity awards that he receives are payable and transferred to Cadent.

Consistent with the director compensation program described above, on January 30, 2020, the Compensation Committee awarded Melissa Law 3,361 restricted stock units (at a value of $29.75 per unit reflecting the average of the trading high and trading low on the date of grant).

On March 11, 2020, the Compensation Committee awarded each of Messrs

Rothstein, O’Donnell, McGovern, Semple and Rosenthal 7,321 restricted stock units (at a value of $13.66 per unit reflecting the average of the trading high and trading low on the date of grant).

In light of recovering activity levels, our non-employee directors will be granted $100,000 in RSUs in March 2021.

The awards of restricted stock units will vest in full on the first anniversary of the date of grant and are subject to forfeiture pursuant to the terms of the notice of grant and award agreement under which they were granted as well as the terms of the LTIP on that date.

As of December 31, 2020, the aggregate number of unvested restricted stock unit awards held by non-employee directors were as follows:

Name Stock Awards (#)

Bruce Rothstein 7,321 (1)

John (Andy) O'Donnell

Melissa Law 3,361 (2)

Michael McGovern 7,321 (1)

John (Andy) O'Donnell 7,321 (1)

Rosenthal 29,251 (3)

Alan Semple 29,251 (3)

(1) RSUs vest on March 11, 2021.

(2) RSUs vested on January 30, 2021.

(3) Represents 21,930 RSUs that vested on February 7, 2021 and 7,321 RSUs that vest on March 11, 2021.

Compensation Committee Interlocks and Insider Participation

During 2019, the Company’s Compensation Committee consisted of Messrs.

McGovern, O’Donnell and Rosenthal.

There were no compensation committee interlock relationships for the year ended December 31, 2019.

No member of our Compensation Committee during 2019 has engaged in any related party transaction in which our company was a participant.

During 2020, the Company’s Compensation Committee consisted of Messrs.

McGovern, O’Donnell and Rosenthal and Ms.

During 2020, no member of the Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of Related Person Transactions.

In 2020, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee of Cactus Inc.

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402 of Regulation S-K promulgated by the SEC with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2020 annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402 of Regulation S-K promulgated by the SEC with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2021 annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Compensation Committee of the Board of Directors

Michael McGovern, Chairman

John (Andy) O’Donnell, Member

Gary Rosenthal, Member

Melissa Law, Member

Reconciliation of GAAP to Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not measures of net income as determined by GAAP.

EBITDA and Adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and external users of the Company’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies.

Cactus defines EBITDA as net income excluding net interest, income tax and depreciation and amortization.

Cactus defines Adjusted EBITDA as EBITDA excluding the other items outlined below.

Year Ended December 31, 2020

Net income $ 59,215

Interest income, net (701)

Income tax expense 10,970

Depreciation and amortization 40,520

EBITDA 110,004

Severance expenses 1,864

Other non-operating expense 555

Stock-based compensation 8,599

Adjusted EBITDA $ 121,022

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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The following table sets forth certain information regarding the beneficial ownership of common stock as of February 11, 2021, by (i) each person who is known by the Company to own beneficially more than five percent of the outstanding shares of common stock, (ii) each NEO of the Company, (iii) each director and director nominee of the Company and (iv) all directors and executive officers as a group.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock issuable upon the conversion of restricted stock units (“RSUs”) held by that person that are currently exercisable or convertible, or are exercisable or convertible within 60 days of February 11, 2021, are deemed to be issued and outstanding.

These shares, however, are not deemed outstanding for purposes of computing percentage ownership of any other stockholder.

All of such information is based on publicly available filings, unless otherwise known to us from other sources.

Unless otherwise noted, the mailing address of each person or entity named below is 920 Memorial City Way, Suite 300 Houston, Texas 77024.

As of February 11, 2021, 47,894,842 shares of our Class A common stock and 27,655,077 shares of our Class B common stock were outstanding.

Unless otherwise noted, the mailing address of each person or entity named below is 920 Memorial City Way, Suite 300 Houston, Texas 77024.

Shares Beneficially Owned by

Certain Beneficial Owners and Management (1)

Combined Voting Power

Common Stock Class B

Common Stock Combined Voting Power (2)

class Number % of

5% Stockholders

Cadent Energy Partners II, L.P.

15,260 * 8,347,466 30.2 % 8,362,726 11.1 %

Cactus WH Enterprises, LLC (4)

— — % 17,631,734 63.8 % 17,631,734 23.3 %

The Bank of New York Mellon Corporation (5)

2,562,792 5.4 % — — % 2,562,792 3.4 %

BlackRock, Inc.

3,759,121 7.8 % — — % 3,759,121 5.0 %

Rowe Price Associates (7)

5,311,670 11.1 % — — % 5,311,670 7.0 %

The Vanguard Group (6)

4,419,971 9.2 % — — % 4,419,971 5.9 %

Directors and NEOs:

Bruce Rothstein (3)

— — % — — % — — %

Scott Bender (4)

82,617 * 17,631,734 63.8 % 17,714,351 23.4 %

Joel Bender (4)

81,071 * 17,631,734 63.8 % 17,712,805 23.4 %

Stephen Tadlock (9)

92,080 * — — % 92,080 *

David Isaac (10)

17,645 * — — % 17,645 *

Steven Bender (11)

John (Andy) O’Donnell

42,513 * — — % 42,513 *

John (Andy) O’Donnell (12)

15,260 * 52,508 * 67,768 *

Michael McGovern (13)

15,260 * 56,018 * 71,278 *

Alan Semple (14)

71,920 * — — % 71,920 *

Gary Rosenthal (15)

47,093 * — — % 47,093 *

Melissa Law 3,361 * — — % 3,361 *

Directors and executive officers as a group (11 persons) 468,820 1.0 % 17,740,260 64.1 % 18,209,080 24.1 %

and holders of CW Units, “CW Unit Holders”), subject to certain limitations, has the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at our election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each CW Unit redeemed, subject to

conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

* Less than 1.0%

(1) Subject to the terms of the First Amended and Restated Limited Liability Company Operating Agreement of Cactus LLC (the “Cactus Wellhead LLC Agreement”), each holder of common units representing limited liability company interests in Cactus LLC (such units, “CW Units” and holders of CW Units, “CW Unit Holders”), subject to certain limitations, has the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at our election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

(instead of Cactus LLC) will have the right (the “Call Right”) to acquire each tendered CW Unit directly from the exchanging CW Unit Holder for, at its election, (x) one share of Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B Common Stock will be canceled.

See “Transactions with Related Persons—Cactus Wellhead LLC Agreement.”

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner”

of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

See “Transactions with Related Persons— Cactus Wellhead LLC Agreement.” The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

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equal to the number of CW Units that they hold.

(3) Cadent Energy Partners II, L.P., its general partner, Cadent Energy Partners II—GP, L.P., and Cadent Management Services, LLC (“Cadent Management”), its manager, are indirectly controlled by Cadent Energy Partners.

(3) Cadent Energy Partners II, L.P., its general partner, Cadent Energy Partners II - GP, L.P., and Cadent Management Services, LLC (“Cadent Management”), its manager, are indirectly controlled by Cadent Energy Partners.

Cadent Energy Partners controls all voting and dispositive power over the reported shares and therefore may be deemed to be the beneficial owner of such shares.

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There are four members of the investment committee, and unanimous approval of the members of the investment committee is required to approve an action.

Under the so-called “rule of three,”

if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.

Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities.

This is the situation with regard to the investment committee of Cadent Management.

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In connection with our IPO, Cactus Inc.

entered into a Stockholders’

Agreement with Cadent and Cactus WH Enterprises, which provides Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5% of the outstanding shares of our common stock.

entered into a Stockholders’ Agreement with Cadent and Cactus WH Enterprises, which provides Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5% of the outstanding shares of our common stock.

Therefore, Cadent and Cactus WH Enterprises may each be deemed to beneficially own an aggregate 25,979,200 shares of our Class B common stock, representing an aggregate combined voting power of 34.4%.

Cadent also owns 5,264 shares of Class A common stock that was issued to Mr.

Cadent also owns 7,939 shares of Class A common stock that were issued to Mr.

Rothstein in connection with the vesting of previously granted restricted stock units.

Rothstein’s position as a managing director at Cadent Energy Partners, all compensation and equity awards that he receives are directly payable or transferred to Cadent Management, a subsidiary of Cadent Energy Partners.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” include 7,321 shares of Class A Common Stock issuable upon the vesting of RSU awards previously granted to Mr.

The business address of Cadent Energy Partners II, L.P.

is 800 Westchester Avenue, Rye Brook, NY 10573.

(4) Scott Bender and Joel Bender control Cactus WH Enterprises and may be deemed to share voting and dispositive power over the reported shares and, therefore, will also be deemed to be the beneficial owners of such shares.

In connection with our IPO, Cactus Inc.

entered into a Stockholders’

Agreement with Cadent and

Cactus WH Enterprises, which provides Cadent and Cactus WH Enterprises with the right to designate a certain number of nominees to our board of directors so long as they and their respective affiliates collectively beneficially own at least 5% of the outstanding shares of our common stock.

Therefore, Cadent and Cactus WH Enterprises may each be deemed to beneficially own an aggregate 25,979,200 shares, representing an aggregate combined voting power of 34.4%.

(5) Based on the Schedule 13G/A, filed February 5, 2020 by BlackRock, Inc., (“BlackRock”) a parent holding company, which states that BlackRock and its affiliates have sole investment discretion over 3,311,308 shares of our Class A common stock and sole voting power over 3,229,404 shares of our Class A common stock.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Scott Bender includes 31,681 shares of Class A Common Stock issuable to Scott Bender upon the vesting of previously granted RSU awards.

The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Joel Bender includes 31,681 shares of Class A Common Stock issuable to Joel Bender upon the vesting of previously granted RSU awards.

The business address of Cactus WH Enterprises is 920 Memorial City Way, Suite 300, Houston, TX 77024.

(5) Based on the Schedule 13G filed on February 1, 2021 by The Bank of New York Mellon Corporation (“The Bank of New York”), which states that The Bank of New York and its affiliates have sole voting power over 2,406,485 shares of our Class A common stock, shared voting power over 363 shares of our Class A common stock, sole dispositive power over 1,167,061 shares of our Class A common stock and shared dispositive power over 1,383,060 shares of our Class A common stock.

All shares covered by such filings are held by The Bank of New York and/or its subsidiaries.

The address of The Bank of New York is c/o The Bank of New York Mellon Corporation, 240 Greenwich Street, New York, NY 10286.

(6) Based on the Schedule 13G/A, filed on January 29, 2021 by BlackRock, Inc., (“BlackRock”) a parent holding company, which states that BlackRock and its affiliates have sole voting power over 3,661,227 shares of our Class A common stock and sole dispositive power over 3,759,121 shares of our Class A common stock.

All shares covered by such filings are held by BlackRock and/or its subsidiaries.

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is 55 East 52nd Street, New York, NY 10055.

(6) Based on the Schedule 13G/A, filed February 12, 2020 by The Vanguard Group (“Vanguard”), which states that Vanguard has sole voting power over 98,023 shares of our Class A common stock, shared voting power over 4,804 shares of our Class A common stock, sole dispositive power over 4,205,331 shares of our Class A common stock and shared dispositive power over 97,850 shares of our Class A common stock.

(7) Based on the Schedule 13G filed on January 11, 2021 by T.

Rowe Price Associates, Inc.

Rowe Price”), which states that T.

Rowe Price and its affiliates have sole voting power over 1,577,107 shares of our Class A common stock and sole dispositive power over 5,311,670 shares of our Class A common stock.

The address of T.

Rowe Price is 100 E.

Pratt Street, Baltimore, MD 21202.

(8) Based on the Schedule 13G/A, filed February 10, 2021 by The Vanguard Group (“Vanguard”), which states that Vanguard has shared voting power over 76,253 shares of our Class A common stock, sole dispositive power over 4,308,712 shares of

our Class A common stock and shared dispositive power over 111,259 shares of our Class A common stock.

The address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355.

* Less than 1.0%.

(9) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Tadlock includes 23,215 shares of Class A Common Stock issuable to Mr.

Tadlock upon the vesting of previously granted RSU awards.

(10) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Isaac includes 12,554 shares of Class A Common Stock issuable to Mr.

Isaac upon the vesting of previously granted RSU awards.

(11) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Steven Bender includes 15,112 shares of Class A Common Stock issuable to Mr.

Steven Bender upon the vesting of previously granted RSU awards.

(12) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

O’Donnell includes 7,321 shares of Class A Common Stock issuable to Mr.

O’Donnell upon the vesting of previously granted RSU awards.

(13) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

McGovern includes 7,321 shares of Class A Common Stock issuable to Mr.

McGovern upon the vesting of previously granted RSU awards.

(14) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Semple includes 7,321 shares of Class A Common Stock issuable to Mr.

Semple upon the vesting of previously granted RSU awards.

(15) The number of shares shown under the columns “Class A Voting Stock” and “Combined Voting Power” for Mr.

Rosenthal includes 7,321 shares of Class A Common Stock issuable to Mr.

Rosenthal upon the vesting of previously granted RSU awards.

Changes in Control

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The following table sets forth certain information relating to our LTIP as of December 31, 2020.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price of outstanding options, warrants and rights ($) (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)

Equity compensation plans approved by security holders

Equity compensation plans approved by security holders N/A N/A N/A

Equity compensation plans not approved by security holders (4)

This column reflects all shares subject to time-based restricted stock units granted under the LTIP that were outstanding and unvested as of December 31, 2019.

907,671 N/A 1,506,520

Total 907,671 N/A 1,506,520

(1) This column reflects all shares subject to time-based restricted stock units and performance-based stock units granted under the LTIP that were outstanding and unvested as of December 31, 2020.

No stock options or warrants have been granted under the LTIP.

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(3) This column reflects the total number of shares remaining available for issuance under the LTIP as of December 31, 2020.

(4) See “Item 11.

Executive Compensation—Elements of Compensation” for more information about our LTIP.

Certain Relationships and Related Transactions, and Director Independence

Policies and Procedures for Review of Related Party Transactions

A “Related Party Transaction”

is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “Related Person”

A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

A “Related Person” means:

• any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

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In determining whether to approve or disapprove entry into a Related Party Transaction, our Audit Committee takes into account, among other factors, the following:

(i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction.

Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Cactus Wellhead LLC Agreement

Under the Cactus Wellhead LLC Agreement, each CW Unit Holder, subject to certain limitations, has the right, pursuant to the Redemption Right, to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at Cactus LLC’s election, (x) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

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In addition, any redemptions involving all of the CW Units held by a CW Unit Holder (subject to the discretion of Cactus Inc.

to restrict redemptions of a lower number of units) may occur at any time.

to suspend or otherwise restrict redemptions under certain circumstances) may occur at any time.

As the CW Unit Holders redeem their CW Units, our membership interest in Cactus LLC will be correspondingly increased, the number of shares of Class A Common Stock outstanding will be increased, and the number of shares of Class B Common Stock outstanding will be reduced.

Any exercise by Cactus LLC or Cactus Inc.

of the right to acquire redeemed CW Units for cash must be approved by the board of directors of Cactus Inc.

To date, neither Cactus Inc.

nor Cactus LLC have elected to acquire CW Units for cash in connection with exchanges by CW Unit Holders.

It is the policy of Cactus Inc.

that any exercise by Cactus Inc.

or Cactus LLC of the right to acquire redeemed CW Units for cash must be approved by a majority of those members of the board of directors of Cactus Inc.

who have no interest in such transaction.

Under the Cactus Wellhead LLC Agreement, we have the right to determine when distributions will be made to CW Unit Holders and the amount of any such distributions.

If we authorize a distribution, such distribution will be made to the holders of CW Units on a pro rata basis in accordance with their respective percentage ownership of CW Units.

For the year ended December 31, 2020, Cactus LLC distributed $27.8 million to Cactus Inc.

to fund its dividend, TRA liability and estimated tax payments and made pro rata distributions to the other members totaling $16.3 million.

Two of our independent directors, Messrs.

McGovern and O’Donnell, have the right to receive pro rata distributions with respect to their percentage ownership of CW Units.

During 2020, a company controlled by Scott Bender and Joel Bender received approximately $10.4

million in pro rata distributions with respect to its percentage ownership of CW Units.

In addition, Cadent and Steven Bender received pro rata distributions of approximately $4.9 million and $0.8 million, respectively, during 2020 with respect to their percentage ownership of CW Units.

The holders of CW Units, including us, will generally incur U.S.

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Tax Receivable Agreement

Pursuant to the Cactus Wellhead LLC Agreement, each TRA Holder will, subject to certain limitations, have the right (the “Redemption Right”) to cause Cactus LLC to acquire all or at least a minimum portion of its CW Units for, at Cactus LLC’s election, (x) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each CW Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, Cactus Inc.

subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

(instead of Cactus LLC) will have the right (the “Call Right”) to acquire each tendered CW Unit directly from the exchanging TRA Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of CW Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be canceled.

Cactus LLC has made for itself (and for each of its direct or indirect subsidiaries that is treated as a partnership for U.S.

federal income tax purposes and that it controls) an election under Section 754 of the Internal Revenue Code (the “Code”) that will be effective for 2018 and each taxable year in which a redemption of CW Units pursuant to the Redemption Right or the Call Right occurs.

federal income tax purposes and that it controls) an election under Section 754 of the Internal Revenue Code (the “Code”), effective for 2018 and each taxable year in which a redemption of CW Units pursuant to the Redemption Right or the Call Right occurs.

Pursuant to the Section 754 election, redemptions of CW Units pursuant to the Redemption Right or the Call Right are expected to result in adjustments to the tax basis of the tangible and intangible assets of Cactus LLC.

These adjustments will be allocated to Cactus Inc.

Such adjustments to the tax basis of the tangible and intangible assets of Cactus LLC would not have been available to Cactus Inc.

Such adjustments to the tax basis of the tangible and intangible assets of Cactus

LLC would not have been available to Cactus Inc.

absent its acquisition or deemed acquisition of CW Units pursuant to the exercise of the Redemption Right or the Call Right.

In addition, the repayment of borrowings outstanding under the Cactus LLC term loan facility resulted in adjustments to the tax basis of the tangible and intangible assets of Cactus LLC, a portion of which was allocated to Cactus Inc.

These basis adjustments are expected to increase (for tax purposes) Cactus Inc.’s depreciation and amortization deductions and may also decrease Cactus Inc.’s gains (or increase its losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

Such increased deductions and losses and reduced gains may reduce the amount of tax that Cactus Inc.

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federal, state and local income tax and franchise tax that Cactus Inc.

actually realizes or is deemed to realize in certain circumstances as a result of (i) certain increases in tax basis that occur as a result of Cactus Inc.’s acquisition (or deemed acquisition for U.S.

federal income tax purposes) of all or a portion of such TRA Holder’s CW Units in connection with CW Unit exchanges or pursuant to the exercise of the Redemption Right or the Call Right, (ii) certain increases in tax basis resulting from the repayment of borrowings outstanding under Cactus LLC’s term loan facility and (iii) imputed interest deemed to be paid by Cactus Inc.

as a result of, and additional tax basis arising from, any payments Cactus Inc.

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We will retain the benefit of the remaining 15% of the cash savings.

The payment obligations under the TRA are Cactus Inc.’s obligations and not obligations of Cactus LLC, and we expect that the payments we will be required to make under the TRA will be substantial.

We have determined that it is more likely than not that actual cash tax savings will be realized by Cactus Inc.

from the tax benefits resulting from our IPO (and the related transactions), the follow-on equity offering in July 2018 and March 2019 and CW Unit exchanges.

from the tax benefits resulting from our IPO (and the related transactions), the follow-on equity offerings in July 2018 and March 2019 and other CW Unit exchanges.

Future exchanges of CW Units create additional liability and follow the same accounting procedures.

Estimating the amount and timing of payments that may become due under the TRA is by its nature imprecise and the assumptions used in the estimate can change.

For purposes of the TRA, net cash savings in tax generally will be calculated by comparing Cactus Inc.’s actual tax liability (determined by using the actual applicable U.S.

federal income tax rate and an assumed combined state and local income tax rate) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA.

The amounts payable, as well as the timing of any payments under the TRA, are dependent upon significant future events and assumptions, including the timing of the redemption of CW Units, the price of our Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its CW Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount and timing of taxable income we generate in the future and the U.S.

federal income tax rate then applicable, and the portion of Cactus Inc.’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.

A delay in the timing of redemptions of CW Units, holding other assumptions constant, would be expected to decrease the discounted value of the amounts payable under the TRA as the benefit of the depreciation and amortization deductions would be delayed and the estimated increase in tax basis could be reduced as a result of allocations of Cactus

LLC taxable income to the redeeming unit holder prior to the redemption.

federal income tax rate then applicable, and the portion of Cactus Inc.’s payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.

Stock price increases or decreases at the time of each redemption of CW Units would be expected to result in a corresponding increase or decrease in the undiscounted amounts payable under the TRA in an amount equal to 85% of the tax-effected change in price.

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having sufficient future taxable income to utilize the tax benefits on which it is required to make payments under the TRA.

If Cactus Inc.’s projected taxable income is significantly reduced, the expected payments would be reduced to the extent such tax benefits do not result in a reduction of Cactus Inc.’s future income tax liabilities.

It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding liability from the TRA.

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to make payments under the TRA after it has paid its taxes and other obligations.

The payments under the TRA will not be conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus LLC or Cactus Inc.

In addition, although we are not aware of any issue that would cause the Internal Revenue Service (“IRS”) or other relevant tax authorities to challenge potential tax basis increases or other tax benefits covered under the TRA, the TRA Holders will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess.

The payments under the TRA are not conditional on a holder of rights under the TRA having a continued ownership interest in either Cactus LLC or Cactus Inc.

As a result, in such circumstances, Cactus Inc.

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A 10% increase in the price of our Class A Common Stock at December 31, 2020 would have increased the discounted liability by $15.1 million to $330.2 million (an undiscounted increase of $17.5 million to $380.0 million), and likewise, a 10% decrease in the price of our Class A Common Stock at December 31, 2020 would have decreased the discounted liability by $15.1 million to $300.0 million (an undiscounted decrease of $17.5 million to $345.0 million).

right to elect to defer the payment, as described below), (ii) our failure to honor any other material obligation under it or (iii) by operation of law as a result of the rejection of the TRA in a case commenced under the U.S.

The TRA provides that in the event that we breach any of our material obligations under the TRA, whether as a result of (i) our failure to make any payment when due (including in cases where we elect to terminate the TRA early, the TRA is terminated early due to certain mergers, asset sales, or other forms of business combinations or changes of control or we have available cash but fail to make payments when due under circumstances where we do not have the right to elect to defer the payment, as described below), (ii) our failure to honor any other material obligation under it or (iii) by operation of law as a result of the rejection of the TRA in a case commenced under the U.S.

Bankruptcy Code or otherwise, then the TRA Holders may elect to treat such breach as an early termination, which would cause all our payment and other obligations under the TRA to be accelerated and become due and payable applying the same assumptions described above.

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Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the TRA Holders under the TRA.

For example, the earlier disposition of assets following a redemption of CW Units may accelerate payments under the TRA and increase the present value of such payments, and the disposition of assets before a redemption of CW Units may increase the TRA Holders’

tax liability without giving rise to any rights of the TRA Holders to receive payments under the TRA.

Such effects may result in differences or conflicts of interest between the interests of the TRA Holders and other shareholders.

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Because we are a holding company with no operations of our own, our ability to make payments under the TRA is dependent on the ability of Cactus LLC to make distributions to us in an amount sufficient to cover our obligations under the TRA.

This ability, in turn, may depend on the ability of Cactus LLC’s subsidiaries to make distributions to it.

The ability of Cactus LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by Cactus LLC or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

This ability, in turn, may depend on the ability of Cactus LLC’s subsidiaries to make distributions to it.

that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by Cactus LLC or its subsidiaries and other entities in which it directly or indirectly holds an equity interest.

Additionally, distributions made by Cactus LLC generally require pro-rata distribution among all its members, which could be significant.

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Two of our independent directors, Messrs.

McGovern and O’Donnell, have the right to receive payments under the Tax Receivable Agreement in respect of CW Units owned by them at the time of our IPO.

During 2019, a company controlled by Scott Bender and Joel Bender received approximately $2.1 million in payments under the TRA in respect

of CW Units owned by them.

In addition, Cadent and Steven Bender received payments under the TRA of approximately $6.3 million and $0.2 million, respectively, during 2019 in respect of CW Units owned by them.

Liability related to TRA

McGovern and O’Donnell, have the right to receive payments under the Tax Receivable Agreement in respect of CW Units owned by them at the time of our IPO.

During 2020, a company controlled by Scott Bender and Joel Bender received approximately $4.1 million in payments, net of administrative fees, under the TRA in respect of CW Units owned by them.

In addition, Cadent and Steven Bender received payments, net of administrative fees, under the TRA of approximately $9.4 million and $0.3 million, respectively, during 2020 in respect of CW Units owned by them.

Registration Rights Agreement

In connection with our IPO, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Cadent, Cactus WH Enterprises and Lee Boquet (together with Cactus WH Enterprises and Cadent, the “Registration Rights Holders”).

Pursuant to the Registration Rights Agreement, we agreed to register the sale of shares of Class A Common Stock by the Registration Rights Holders under certain circumstances as described below.

On March 15, 2019, in accordance with the requirements of the Registration Rights Agreement, we filed a shelf registration statement on Form S-3 pursuant to the Securities Act of 1933, as amended, to, amount other things, permit the resale by the Registration Rights Holders of shares of Class A Common Stock issuable upon the exercise of redemption rights.

If at any time we are not eligible to register the sale of our securities on Form S‑3, each of Cadent and Cactus WH Enterprises will have the right to request three “demand”

registrations, provided that the aggregate amount of registrable securities that are requested to be included in such demand registration is at least $25,000,000.

Further, the Registration Rights Holders and certain of their assignees will have customary “piggyback”

registration rights.

Upon the demand of a Registration Rights Holder, we will facilitate in the manner described in the Registration Rights Agreement a “takedown”

of Class A Common Stock off of an effective shelf registration statement.

On March 15, 2019, in accordance with the requirements of the Registration Rights Agreement, we filed a shelf registration statement on Form S-3 pursuant to the Securities Act of 1933, as amended, to, among other things, permit the resale by the Registration Rights Holders of shares of Class A Common Stock issuable upon the exercise of redemption rights.

If at any time we are not eligible to register the sale of our securities on Form S‑3, each of Cadent and Cactus WH Enterprises will have the right to request three “demand” registrations, provided that the aggregate amount of registrable securities that are requested to be included in such demand registration is at least $25,000,000.

Further, the Registration Rights Holders and certain of their assignees will have customary “piggyback” registration rights.

Upon the demand of a Registration Rights Holder, we will facilitate in the manner described in the Registration Rights Agreement a “takedown” of Class A Common Stock off of an effective shelf registration statement.

A shelf takedown may take the form of an underwritten public offering provided that the aggregate amount of registrable securities that are requested to be included in such offering is at least $25,000,000.

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Also, any demand for a registered offering or a takedown and the exercise of any piggyback registration rights will be subject to the constraints of any applicable lock‑up arrangements.

not in excess of 90 days if the board determines that such registration or offering could materially interfere with a bona fide business, acquisition or divestiture or financing transaction or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect us;

In addition, we may postpone the filing of a demanded registration statement, suspend the initial effectiveness of any shelf registration statement or delay offerings and sales under any effective shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board determines that such registration or offering could materially interfere with a bona fide business, acquisition or divestiture or financing transaction or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect us;

provided that we shall not delay the filing of any demanded registration statement more than once in any 12‑month period.

We will generally pay all registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective.

Stockholders’

In connection with our IPO, we entered into a stockholders’

agreement (the “Stockholders’

Agreement”) with Cadent and Cactus WH Enterprises.

Summaries of certain material terms of the Stockholders’

Agreement are set forth below.

Among other things, the Stockholders’

Agreement provides Cadent with the right to designate a number of nominees (each, a “Cadent Director”) to our board of directors such that:

Stockholders’ Agreement

In connection with our IPO, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Cadent and Cactus WH Enterprises.

Summaries of certain material terms of the Stockholders’ Agreement are set forth below.

Among other things, the Stockholders’ Agreement provides Cadent with the right to designate a number of nominees (each, a “Cadent Director”) to our board of directors such that:

• at least 50% of the directors on the board are Cadent Directors for so long as Cadent and its affiliates collectively beneficially own at least 20% of the outstanding shares of Common Stock;

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• once Cadent and its affiliates collectively own less than 5% of the outstanding shares of Common Stock, Cadent will not have any board designation rights.

Further, the Stockholders’

Agreement provides Cactus WH Enterprises with the right to designate a number of nominees (each, a “CWHE Director”) to the Board such that:

Further, the Stockholders’ Agreement provides Cactus WH Enterprises with the right to designate a number of nominees (each, a “CWHE Director”) to the Board such that:

• at least 50% of the directors on the board are CWHE Directors for so long as Cactus WH Enterprises and its affiliates collectively beneficially own at least 20% of the outstanding shares of Common Stock;

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• once Cactus WH Enterprises and its affiliates collectively own less than 5% of the outstanding shares of Common Stock, Cactus WH Enterprises will not have any Board designation rights.

Agreement, then if requested by the Company, Cadent or Cactus WH Enterprises shall take such actions as are reasonably necessary to remove such excess Cadent Directors or CWHE Directors from the board.

In the event that the percentage ownership of Cadent or Cactus WH Enterprises declines such that the number of Cadent Directors or CWHE Directors, as the case may be, exceeds the number of directors that Cadent or Cactus WH Enterprises is then entitled to designate to our board of directors under the Stockholders’ Agreement, then if requested by the Company, Cadent or Cactus WH Enterprises shall take such actions as are reasonably necessary to remove such excess Cadent Directors or CWHE Directors from the board.

Currently, Bruce Rothstein and Michael McGovern are each deemed to be designees of Cadent, and Scott Bender, Joel Bender and Alan Semple are each deemed to be designees of Cactus WH Enterprises.

Pursuant to the Stockholders’

Agreement, we, Cadent and Cactus WH Enterprises are required to take all necessary action, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by Cadent and Cactus WH Enterprises.

Pursuant to the Stockholders’ Agreement, we, Cadent and Cactus WH Enterprises are required to take all necessary action, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees designated by Cadent and Cactus WH Enterprises.

The rights granted to Cadent and Cactus WH Enterprises to designate directors are additive to and not intended to limit in any way the rights that Cadent and Cactus WH Enterprises or any of their affiliates may have to nominate, elect or remove our directors under our amended and restated certificate of incorporation, our amended and restated bylaws or the Delaware General Corporation Law.

Non-Exclusive Aircraft Lease Agreements

In July 2019, Cactus LLC entered into a Non-Exclusive Aircraft Lease Agreement (the “SusieAir Lease”) with SusieAir, LLC (“SusieAir”), an entity wholly owned by Mr.

Scott Bender, pursuant to which Cactus LLC leases an aircraft, excluding crew, from SusieAir.

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Under the SusieAir Lease, the aircraft may be subject to use by other lessees.

The SusieAir Lease has an initial term of one year and automatically renews for successive one year terms unless either party gives at least 15 days’

advance notice of its intention to terminate the agreement.

The SusieAir Lease shall terminate automatically upon a sale or total loss of the aircraft or at any time, upon 30 days’

written notice by either party.

The SusieAir Lease has an initial term of one year and automatically renews for successive one year terms unless either party gives at least 15 days’ advance notice of its intention to terminate the agreement.

The SusieAir Lease shall terminate automatically upon a sale or total loss of the aircraft or at any time, upon 30 days’ written notice by either party.

Cactus LLC pays SusieAir a base hourly rent of $1,750 per flight hour of use of the aircraft, payable monthly, for the hours of aircraft operation during the prior calendar month.

Cactus LLC is also responsible for employing pilots and certain fuel true up fees.

Scott Bender and Mr.

Joel Bender pay the Company $1,800/day for their personal use of the pilots employed by the Company.

The SusieAir Lease generally provides that Cactus LLC will indemnify SusieAir from liabilities arising from the operation of the aircraft.

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As of December 31, 2020, we owed less than $0.1 million to SusieAir, which amount is included in accounts payable in the consolidated balance sheets.

Cactus LLC is also responsible for employing pilots and certain fuel true up fees.

Scott Bender and Mr.

Joel Bender pay the Company $1,800/day for their personal use of the pilots employed by the Company.

Employment Agreements

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Tadlock has an agreement providing him severance pay under certain circumstances.

Isaac also has an agreement providing him severance pay under certain circumstances and he also has a non-compete agreement.

Isaac also has an agreement providing him severance pay under certain circumstances and he also

has a non-compete agreement.

For more information, please read Part III.

Executive Compensation—Employment, Severance and Change in Control Agreements—Employment Agreements.

Director Independence

See “Item 10.

Directors, Executive Officers and Corporate Governance”

for a discussion of the directors who our Board has determined to be independent.

Principal Accounting Fees and Services

See “Item 10.

Directors, Executive Officers and Corporate Governance” for a discussion of the directors who our Board has determined to be independent.

Principal Accountant Fees and Services

The table below sets forth the aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP, our independent registered public accounting firm, for services rendered for each of the last two fiscal years:

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Audit Fees (1)

$ 1,422 $ 1,760

Audit-Related Fees 1 3

All Other Fees — —

audits, (iv) research necessary to comply with generally accepted accounting principles, (v) other filings with the SEC, including consents and comfort letters, and (vi) services related to our IPO and our follow-on equity offering.

(2) Tax fees consist of fees for tax compliance, including the preparation, preview and filing of tax returns, and for tax advice and tax planning.

The charter of the Audit Committee and its pre‑approval policy require that the Audit Committee review and pre‑approve the plan and scope of our independent registered public accounting firm’s audit, audit‑related, tax and other services.

Total $ 1,423 $ 1,763

(1) Audit fees consist of the aggregate fees billed or expected to be billed for professional services rendered for (i) the audit of annual financial statements, (ii) reviews of our quarterly financial statements, (iii) statutory audits, (iv) research necessary to comply with generally accepted accounting principles and (v) other filings with the SEC, including consents and comfort letters.

During 2020 and 2019, all audit and non-audit services were pre-approved by the Audit Committee.

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The consolidated financial statements of Cactus, Inc.

and Subsidiaries and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8 of this Annual Report.

and Subsidiaries and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8.

of this Annual Report.

Reference is made to the accompanying Index to Consolidated Financial Statements.

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The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below.

Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Amended and Restated Bylaws of Cactus, Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed with the Commission on February 12, 2018)

First Amendment to the Amended and Restated Bylaws of Cactus, Inc (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on January 31, 2020)

Description of Securities

First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, LLC, (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Amended and Restated Employment Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Scott Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

Amended and Restated Employment Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Joel Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

Amended and Restated Noncompetition Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Amended and Restated Noncompetition Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

F orm of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 12, 2018)

10.9†*

Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.8 to this Annual Report pursuant to Instruction 2 to Item 6-1 of Regulation S-K

Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Stockholders’

Agreement, effective as of February 12, 2018., by and among Cactus, Inc., Cadent Energy Partners II, L.P.

and Cactus WH Enterprises, LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

Credit Agreement, dated July 31, 2014, among Cactus Wellhead, LLC, Credit Suisse AG, as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S‑1 (File No.

3.1 Amended and Restated Certificate of Incorporation of Cactus, Inc., effective February 12, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

3.2 Amended and Restated Bylaws of Cactus, Inc effective as of September 8, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on September 9, 2020)

4.1 Description of Securities (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.1 First Amended and Restated Limited Liability Company Operating Agreement of Cactus Wellhead, LLC, (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.2† Amended and Restated Employment Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.3† First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Scott Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

10.4† Amended and Restated Employment Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.5† First Amendment to the Amended and Restated Employment Agreement, dated February 21, 2019, by and between Joel Bender and Cactus Wellhead, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on February 22, 2019)

10.6† Amended and Restated Noncompetition Agreement with Scott Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.7† Amended and Restated Noncompetition Agreement with Joel Bender, dated as of February 12, 2018 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.8† Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on January 12, 2018)

10.9† Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.8 to this Annual Report pursuant to Instruction 2 to Item 6-1 of Regulation S-K (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.10 Tax Receivable Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.11 Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.12 Stockholders’ Agreement, effective as of February 12, 2018., by and among Cactus, Inc., Cadent Energy Partners II, L.P.

and Cactus WH Enterprises, LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.13 Credit Agreement, dated July 31, 2014, among Cactus Wellhead, LLC, Credit Suisse AG, as administrative agent, collateral agent and issuing bank, and the lenders named therein as parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S‑1 (File No.

333‑222540) filed with the Commission on January 12, 2018)

10.14 †

Long Term Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.15†

10.14† Cactus, Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 8‑K filed with the Commission on February 12, 2018)

10.15† Amendment No.

1 to Cactus, Inc.

Long Term Incentive Plan, dated November 25, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on November 26, 2019

10.16†

Long Term Incentive Plan, dated November 25, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on November 26, 2019

10.16† Form of Restricted Stock Agreement under the Cactus Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S‑1 Registration Statement (File No.

333‑222540) filed with the Commission on January 12, 2018)

10.17†

10.17† Form of Restricted Stock Unit Agreement under the Cactus Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Form S‑1 Registration Statement (File No.

333‑222540) filed with the Commission on January 12, 2018)

Credit Agreement, dated as of August 21, 2018, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on August 24, 2018)

10.19†

10.18 Credit Agreement, dated as of August 21, 2018, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on August 24, 2018)

10.19 First Amendment to Credit Agreement, dated as of September 18, 2020, among Cactus Wellhead, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.C., as administrative agent, an issuing bank and swingline lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on November 5, 2020)

10.20† Form of Restricted Stock Unit Agreement (Directors, one-year vesting) (incorporated by reference to Exhibit 4.7 to the Registrants Form S-8 Registration Statement (File No.

333-22569) filed with the Commission on May 29, 2018)

10.20†

10.21† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.7 to the Registrants Form S-8 Registration Statement (File No.

333-22569) filed with the Commission on May 29, 2018)

10.21†

Offer Letter to Stephen Tadlock dated May 30, 2017 (incorporated by reference to Item 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 15, 2019

10.22†*

Offer letter to David Isaac dated September 17, 2018

10.23†*

Severance Agreement by and between Cactus Wellhead, LLC and David Isaac, dated as of September 24, 2018

10.22† Form of Performance Stock Unit Agreement (three-year vesting) under the Cactus, Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on March 17, 2020)

10.23† Form of Performance Stock Unit Agreement (two and three-year vesting) under the Cactus, Inc.

Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on March 17, 2020)

10.24† Offer Letter to Stephen Tadlock dated May 30, 2017 (incorporated by reference to Item 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 15, 2019

10.25† Offer letter to David Isaac dated September 17, 2018 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

10.26† Severance Agreement by and between Cactus Wellhead, LLC and David Isaac, dated as of September 24, 2018 (incorporated by reference to Exhibit 10.23 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)

21.1* List of Subsidiaries of Cactus, Inc.

C onsent of PricewaterhouseCoopers LLP

23.1* Consent of PricewaterhouseCoopers LLP

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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XBRL Taxonomy Definition Document

32.1** Certification of Chief Executive Officer pursuant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS* 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* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Calculation Linkbase Document

101.LAB* XBRL Taxonomy Label Linkbase Document

101.PRE* XBRL Taxonomy Presentation Linkbase Document

101.DEF* XBRL Taxonomy Definition Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

Pursuant to SEC Release No.

33‑8212, this certification will be treated as “accompanying”

this Annual Report and not “filed”

as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

† Management contract or compensatory plan or arrangement.

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) 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.

February 28, 2020

February 26, 2021 By:

/s/ Scott Bender

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Scott Bender

President, Chief Executive Officer and Director (Principal Executive Officer)

February 28, 2020

/s/ Stephen Tadlock

Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

February 28, 2020

Signature Title Date

/s/ Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer) February 26, 2021

/s/ Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 26, 2021

Stephen Tadlock

/s/ Donna Anderson

Chief Accounting Officer (Principal Accounting Officer)

February 28, 2020

/s/ Donna Anderson Chief Accounting Officer (Principal Accounting Officer) February 26, 2021

Donna Anderson

/s/ Bruce Rothstein

Chairman of the Board and Director

February 28, 2020

/s/ Bruce Rothstein Chairman of the Board and Director February 26, 2021

Bruce Rothstein

/s/ Joel Bender

Senior Vice President, Chief Operating Officer and Director

February 28, 2020

/s/ John (Andy) O’Donnell

February 28, 2020

John (Andy) O’Donnell

/s/ Michael McGovern

February 28, 2020

/s/ Joel Bender Senior Vice President, Chief Operating Officer and Director February 26, 2021

/s/ John (Andy) O’Donnell Director February 26, 2021

John (Andy) O’Donnell

/s/ Michael McGovern Director February 26, 2021

Michael McGovern

/s/ Alan Semple

February 28, 2020

/s/ Gary Rosenthal

February 28, 2020

/s/ Alan Semple Director February 26, 2021

/s/ Gary Rosenthal Director February 26, 2021

Gary Rosenthal

/s/ Melissa Law

February 28, 2020

/s/ Melissa Law Director February 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures