Other Information.
−Removed: During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of Cactus, Inc.
+Added: During the three months ended June 30, 2025, 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.
The following exhibits are required by Item 601 of Regulation S-K and are filed as part of this report.
+Added: Framework Agreement by and among Baker Hughes Holdings LLC, Cactus Companies, LLC and Baker Hughes Pressure Control LP, dated as of June 2, 2025 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2025)
3.1 Restated Certificate of Incorporation of Cactus, Inc.
2 unchanged sentences
(incorporated by reference to Exhibit 3.6 to the Registrant's Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024)
−Removed: Form of Restricted Stock Unit Agreement under the Cactus, Inc.
−Removed: Long-Term Incentive Plan
−Removed: Form of Performance Stock Unit Agreement under the Cactus, Inc.
−Removed: Long-Term Incentive Plan
+Added: Second Amendment, dated as of June 2, 2025, to the Amended and Restated Credit Agreement 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: Long-Term Incentive Plan (amended and restated effective May 13, 2025) (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 1, 2025)
31.1* CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
9 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: # All or certain of the schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
+Added: A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request;
+Added: provided, however, that the Company may request confidential treatment of omitted items.
* Filed herewith.
1 unchanged sentence
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 1, 2025 By:
+Added: July 31, 2025 By:
/s/ Scott Bender
2 unchanged sentences
(Principal Executive Officer)
−Removed: May 1, 2025 By:
+Added: July 31, 2025 By:
Executive Vice President, Chief Financial Officer and Treasurer
1 unchanged sentence
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.