1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We have evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
−Removed: Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as amended) as of December 31, 2022.
+Added: We have evaluated, under the supervision and with the participation of our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act as amended) as of December 31, 2023.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.
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.
+Added: Management’s Report on Internal Control Over Financial Reporting
+Added: Management’s annual report on internal control over financial reporting is incorporated by reference to page 35 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except as noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
−Removed: Not applicable.
+Added: During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc.
+Added: adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
26 unchanged sentences
10.1 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: 10.2† 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)
−Removed: 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)
10.2† Second Amended and Restated Employment Agreement with Scott Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)
−Removed: 10.5† 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)
−Removed: 10.6† 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)
10.3† Second Amended and Restated Employment Agreement with Joel Bender, dated as of April 25, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed with the Commission on April 28, 2021)
6 unchanged sentences
10.10† Cactus, Inc.
−Removed: 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)
−Removed: 10.15† Amendment No.
−Removed: 1 to Cactus, Inc.
−Removed: 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 )
+Added: Long-Term Incentive Plan (amended and restated effective May 16, 2023) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 30, 2023)
10.11† Form of Restricted Stock Agreement under the Cactus Inc.
−Removed: Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S‑1 Registration Statement (File No.
−Removed: 333‑222540) filed with the Commission on January 12, 2018)
+Added: Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Form S‑1 Registration Statement filed with the Commission on January 12, 2018)
10.12† Form of Restricted Stock Unit Agreement under the Cactus Inc.
−Removed: Long Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Form S‑1 Registration Statement (File No.
−Removed: 333‑222540) filed with the Commission on January 12, 2018)
−Removed: 10.18 Amended and Restated Credit Agreement, dated as of February 28, 2023, among Cactus Companies, LLC, as borrower, certain subsidiaries of Cactus Companies, LLC, as gu a ra ntors, 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: 10.19† 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.
−Removed: 333-225269) filed with the Commission on May 29, 2018)
−Removed: 10.20† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.8 to the Registrants Form S-8 Registration Statement (File No.
−Removed: 333-225269) filed with the Commission on May 29, 2018)
+Added: Long Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Form S‑1 Registration Statement filed with the Commission on January 12, 2018)
+Added: 10.13 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)
+Added: 10.14* First Amendment to 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
+Added: 10.15† 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 filed with the Commission on May 29, 2018)
+Added: 10.16† Form of Restricted Stock Unit Agreement (Directors, three-year vesting) (incorporated by reference to Exhibit 4.8 to the Registrants Form S-8 Registration Statement filed with the Commission on May 29, 2018)
10.17† Form of Performance Stock Unit Agreement (three-year vesting) under the Cactus, Inc.
4 unchanged sentences
Long Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed with the Commission on February 28, 2022)
+Added: 10.20† Form of Restricted Stock Agreement (four-year cliff vesting) under the Cactus, Inc.
+Added: Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 10, 2023)
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 )
−Removed: 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)
−Removed: 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)
−Removed: 10.27†* Offer Letter to William Marsh dated April 25, 2022
+Added: 10.22† Offer Letter to William Marsh dated April 25, 2022 (incorporated by reference to Exhibit 10.27 to the Registrant ’ s Form 10-K filed with the Commission on March 1, 2023)
+Added: 10.23†* Offer Letter to Alan Keifer dated November 13, 2023
21.1* List of Subsidiaries of Cactus, Inc.
4 unchanged sentences
32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97* Policy for Recovery of Performance-Based Incentive Compensation from Executive Officers
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
10 unchanged sentences
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.
−Removed: March 1, 2023
+Added: February 29, 2024
/s/ Scott Bender
−Removed: President, Chief Executive Officer and Director
+Added: Chief Executive Officer, Chairman of the Board and Director
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.
Signature Title Date
−Removed: /s/ Scott Bender President, Chief Executive Officer and Director (Principal Executive Officer) March 1, 2023
−Removed: /s/ Stephen Tadlock Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) March 1, 2023
−Removed: Stephen Tadlock
−Removed: /s/ Donna Anderson Chief Accounting Officer (Principal Accounting Officer) March 1, 2023
+Added: /s/ Scott Bender Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) February 29, 2024
+Added: /s/ Alan Keifer Interim Chief Financial Officer (Principal Financial Officer) February 29, 2024
+Added: /s/ Donna Anderson Vice President and Chief Accounting Officer
+Added: (Principal Accounting Officer) February 29, 2024
Donna Anderson
−Removed: /s/ Bruce Rothstein Chairman of the Board and Director March 1, 2023
−Removed: Bruce Rothstein
−Removed: /s/ Joel Bender Senior Vice President, Chief Operating Officer and Director March 1, 2023
−Removed: /s/ Melissa Law Director March 1, 2023
−Removed: /s/ Michael McGovern Director March 1, 2023
+Added: /s/ Joel Bender President and Director February 29, 2024
+Added: /s/ Melissa Law Director February 29, 2024
+Added: /s/ Michael McGovern Director February 29, 2024
Michael McGovern
−Removed: /s/ John (Andy) O’Donnell Director March 1, 2023
+Added: /s/ John (Andy) O’Donnell Director February 29, 2024
John (Andy) O’Donnell
−Removed: /s/ Gary Rosenthal Director March 1, 2023
+Added: /s/ Gary Rosenthal Director February 29, 2024
Gary Rosenthal
−Removed: /s/ Alan Semple Director March 1, 2023
−Removed: /s/ Tym Tombar Director March 1, 2023
+Added: /s/ Bruce Rothstein Director February 29, 2024
+Added: Bruce Rothstein
+Added: /s/ Alan Semple Director February 29, 2024
+Added: /s/ Tym Tombar Director February 29, 2024
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.