Cactus, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Issuer Purchases of Equity Securities The following sets forth information with respect to our repurchase of Class A common stock during the three months ended March 31, 2023 (in whole shares). Period Total number of shares purchased (1) Average price paid per share (2) January 1-31, 2023 95 $ 49.64 February 1-28, 2023 — — March 1-31, 2023 101,861 42.59 Total 101,956 $ 42.60 (1) Consists of shares of Class A common stock repurchased from employees to satisfy tax withholding obligations related to restricted stock and performance stock units that vested during the period. (2) Average price paid for Class A common stock purchased from employees to satisfy tax withholding obligations related to restricted stock and performance stock units that vested during the period. 25 Table of Contents Item 6. Exhibits. The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report. Exhibit No. Description 3.1 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 February 7, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed with the Commission on February 8, 2023) 10.1†* Form of Restricted Stock Agreement (four-year cliff vesting) under the Cactus, Inc. Long Term Incentive Plan 10.2 Amended and Restated Limited Liability Company Operating Agreement of Cactus Companies, LLC, dated February 27, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed with the Commission on March 1, 2023) 10.3 Amended and Restated Credit Agreement, dated as of February 28, 2023, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, 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 March 1, 2023) 31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document 101.LAB* Inline XBRL Taxonomy Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document 101.DEF* Inline XBRL Taxonomy Definition Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. 26 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Cactus, Inc. May 10, 2023 By: /s/ Scott Bender Date Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer) May 10, 2023 By: /s/ Stephen Tadlock Date Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 27