Cactus, Inc. 10-Q

Item 5. Other Information. On July 30, 2024, the Board of Directors of Cactus, Inc. amended and restated the Amended and Restated Bylaws of Cactus, Inc. (as so amended, the “Amended and Restated Bylaws”), which became effective as of such date. The Amended and Restated Bylaws primarily include, among other things, revisions to (i) narrow the scope of information required to be provided by 26 stockholders seeking to nominate directors or propose other business before a meeting of stockholders, (ii) eliminate the requirement that a director nominee of a stockholder submitting a nomination pursuant to the proxy access provisions of the bylaws (a “proxy access nominee”) provide an irrevocable letter of resignation to become effective in certain circumstances, (iii) narrow the bases on which a proxy access nominee can be disqualified from being nominated for election and the nomination can be disregarded, and (iv) clarify that in the case of an uncontested election of directors the directors will be elected by a majority of the votes cast by stockholders entitled to vote in the election. The Amended and Restated Bylaws are attached hereto as Exhibit 3.6 and are hereby incorporated by reference herein. The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws. A marked version of the Amended and Restated Bylaws showing all amendments effective as of July 30, 2024 is attached as Exhibit 3.7. During the three months ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc. adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 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 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cactus, Inc. (incorporated reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024 (the “May 20, 2024 8-K”)) 3.2 Restated Certificate of Incorporation of Cactus, Inc. (incorporated by reference to Exhibit 3.2 to the May 20, 2024 8-K) 3.3 Restated Certificate of Incorporation of Cactus, Inc., marked to show amendments effective as of May 15, 2024 (incorporated by reference to Exhibit 3.3 to the May 20, 2024 8-K) 3.4 Amended and Restated Bylaws of Cactus, Inc. (incorporated by reference to Exhibit 3.4 to the May 20, 2024 8-K) 3.5 Amended and Restated Bylaws of Cactus, Inc., marked to show amendments effective as of May 15, 2024 (incorporated by reference to Exhibit 3.5 to the May 20, 2024 8-K) 3.6* Amended and Restated Bylaws of Cactus, Inc. 3.7* Amended and Restated Bylaws of Cactus, Inc., marked to show amendments effective as of July 30, 2024 10.1†* Offer letter to Jay A. Nutt dated May 20, 2024 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. 27 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. August 1, 2024 By: /s/ Scott Bender Date Scott Bender Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) August 1, 2024 By: /s/ Jay A. Nutt Date Jay A. Nutt Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 28