Item 5. Other Information
Item 5. Other Information.
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.
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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
2.1#
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. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2024)
3.2 Amended and Restated Bylaws of Cactus, Inc. (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)
10.1*
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
10.2
Cactus, Inc. 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
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)
# 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. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment of omitted items.
* Filed herewith.
** Furnished herewith.
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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.
July 31, 2025 By: /s/ Scott Bender
Date Scott Bender
Chief Executive Officer, Chairman of the Board and Director
(Principal Executive Officer)
July 31, 2025 By: /s/ Jay A. Nutt
Date Jay A. Nutt
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.