1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: 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).
−Removed: Period Total number of shares purchased (1)
−Removed: Average price paid per share (2)
−Removed: January 1-31, 2023 95 $ 49.64
−Removed: February 1-28, 2023 — —
−Removed: March 1-31, 2023 101,861 42.59
+Added: The following sets forth information with respect to our repurchases of Class A common stock during the three months ended June 30, 2023 (in whole shares).
+Added: Included below are 4,007 shares purchased in the open market pursuant to a share repurchase program and 2,854 shares repurchased from employees to satisfy tax withholding obligations related to restricted stock units that vested during the period.
+Added: Period Total number of shares purchased Weighted-average price paid per share (1)
+Added: Total number of shares purchased as part of publicly announced plans or programs (2)
+Added: Maximum dollar value of shares that may yet be purchased under the plans or programs (2)
+Added: April 1-30, 2023 — $ — — $ —
+Added: May 1-31, 2023 2,854 $ 34.06 — $ —
+Added: June 1-30, 2023 4,007 $ 39.69 4,007 $ 149,840,970
Total 6,861 $ 37.35 4,007 $ 149,840,970
−Removed: (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.
−Removed: (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.
−Removed: The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.
−Removed: 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)
−Removed: 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)
−Removed: 10.1†* Form of Restricted Stock Agreement (four-year cliff vesting) under the Cactus, Inc.
−Removed: Long Term Incentive Plan
−Removed: 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)
−Removed: 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)
−Removed: 31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 31.2* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: 32.1** CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 32.2** CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 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
−Removed: 101.SCH* Inline XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document
−Removed: 101.LAB* Inline XBRL Taxonomy Label Linkbase Document
−Removed: 101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document
−Removed: 101.DEF* Inline XBRL Taxonomy Definition Document
−Removed: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: * Filed herewith.
−Removed: ** Furnished herewith.
−Removed: † Management contract or compensatory plan or arrangement.
−Removed: 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.
−Removed: May 10, 2023 By:
−Removed: /s/ Scott Bender
−Removed: Date Scott Bender
−Removed: President, Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: May 10, 2023 By:
−Removed: /s/ Stephen Tadlock
−Removed: Date Stephen Tadlock
−Removed: Vice President, Chief Financial Officer and Treasurer
−Removed: (Principal Financial Officer)
+Added: (1) The average price paid per share of $37.35 was calculated excluding commissions.
+Added: (2) On June 7, 2023, the Company announced that on June 6, 2023, our board of directors authorized the Company to repurchase shares of its Class A common stock for an aggregate purchase price of up to $150 million.
+Added: Purchases were made under terms intended to qualify for exemption under Rules 10b-18 and 10b5-1.
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.