7 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: 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.
+Added: There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
25 unchanged sentences
and FlexSteel LTIP LP, dated as of December 30, 2022 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the Commission on January 3, 2023)
−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: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K filed with the Commission on February 28, 2020)
+Added: 3.1 Restated Certificate of Incorporation of Cactus, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 20, 2024)
+Added: 3.2 Amended and Restated Bylaws of Cactus, Inc.
+Added: (incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Commission on August 1, 2024)
+Added: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
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)
4 unchanged sentences
10.6† 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)
−Removed: 10.7†* Schedule of Director and Officer Indemnification Agreements Identical in All Material Respects to the Form of Director and Officer Indemnification Agreement Filed as Exhibit 10.6 to this Annual Report pursuant to Instruction 2 to Item 601 of Regulation S-K
+Added: 10.7†* 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.
+Added: 7 to this Annual Report pursuant to Instruction 2 to Item 601 of Regulation S-K
10.8 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)
7 unchanged sentences
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)
−Removed: 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: 10.14 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 (incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed with the Commission on February 29, 2024)
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)
10 unchanged sentences
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)
−Removed: 10.23†* Offer Letter to Alan Keifer dated November 13, 2023
+Added: Offer Letter to Alan Keifer dated November 13, 2023 (incorporated by reference to Exhibit 10.23 to the Registrant’s Form 10 -K filed with the Commission on February 29 , 202 4 )
+Added: Offer Letter to Jay A.
+Added: Nutt dated May 20, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on August 1, 2024)
+Added: First Amendment to the Tax Receivable Agreement, dated as of February 29, 2024, by and among Cactus, Inc., Cadent Management Services, LLC and the TRA Holders identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed with the Commission on May 2, 2024)
+Added: Trading Policy
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
−Removed: 97* Policy for Recovery of Performance-Based Incentive Compensation from Executive Officers
+Added: Policy for Recovery of Performance-Based Incentive Compensation from Executive Officers (incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K filed with the Commission on February 29, 2024)
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
16 unchanged sentences
/s/ Scott Bender Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) February 27, 2025
−Removed: /s/ Alan Keifer Interim Chief Financial Officer (Principal Financial Officer) February 29, 2024
−Removed: /s/ Donna Anderson Vice President and Chief Accounting Officer
−Removed: (Principal Accounting Officer) February 29, 2024
−Removed: Donna Anderson
+Added: Executive Vice President, Chief Financial Officer and Treasurer
+Added: (Principal Financial and Accounting Officer)
+Added: February 27, 2025
/s/ Joel Bender President and Director February 27, 2025
11 unchanged sentences
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.