Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



The board of directors ("Board") of Cactus, Inc. (the "Company") approved an
increase in the number of directors on the Board from eight to nine and
appointed Tym Tombar to fill the newly created vacancy resulting from the
increase in the number of directors, effective as of July 1, 2021. Mr. Tombar
was appointed as a Class I director, with an initial term expiring at the 2024
annual meeting of stockholders. In connection with his appointment to the Board,
Mr. Tombar was appointed to serve on the audit committee and the compensation
committee of the Board, bringing the size of each of those committees to five.
The increase in the size of the Board, the election of Mr. Tombar to fill the
newly created vacancy on the Board and Mr. Tombar's appointment to the audit
committee and the compensation committee were based upon the recommendation of
the Company's nominating and governance committee.

In connection with his appointment, the Board reviewed the independence of Mr.
Tombar using the independence standards of the New York Stock Exchange ("NYSE")
and the Securities and Exchange Commission and, based on this review, determined
that Mr. Tombar is independent within the meaning of the applicable NYSE listing
standards currently in effect and within the meaning of Section 10A-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

Mr. Tombar is a Co-Founder of Arcadius Capital Partners ("Arcadius"), an energy
private equity firm as well as its predecessor, SW Capital Partners, that
invests growth capital into start-ups and early-stage companies in the upstream
oil and gas industry since 2011. From 2007 to 2011, he was a Managing Director
and co-head of Scotiabank's Energy Private Equity group. Since 2007, he has
served on the boards of over 12 private oil and gas companies. Prior to April
2007, he was a Vice President with Goldman, Sachs & Co, and led deal teams
through sourcing, execution, and management of a variety of primary market
energy investments in securities and loans. Prior to that, he worked in
Goldman's Investment Banking Division in New York, London, and Houston, advised
several upstream oil and gas, oilfield services and petrochemical clients and
executed a variety of transactions for public and private oil and gas companies.
Mr. Tombar began his career with Goldman in its Energy & Power Principal
Investment Area and Banking Group based in New York in 1994. Mr. Tombar
graduated with an M.B.A. from Stanford University's Graduate School of Business
and an A.B. degree in Applied Math from Harvard University. The Company believes
Mr. Tombar's qualifications to serve on the board include his executive
leadership and 25 years of investment and finance experience in the energy
industry.

The Company has entered into its standard form of indemnification agreement with
Mr. Tombar. The form indemnification agreement was previously filed as Exhibit
10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, as filed with the Securities and Exchange Commission on March
15, 2019 and is incorporated by reference herein.

Mr. Tombar was not appointed pursuant to any arrangement or understanding with
any other person and there are no family relationships between Mr. Tombar and
the other directors or executives of the Company. There are no transactions in
which Mr. Tombar has an interest requiring disclosure on the part of the Company
under Item 404(a) of Regulation S-K promulgated under the Exchange Act.

As a non-employee director, Mr. Tombar will be entitled to receive an annual
cash retainer of $80,000 per year, payable quarterly in arrears, as well as
annual equity-based compensation with an aggregate grant date value of $100,000.
As a member of the Company's audit committee and compensation committee, Mr.
Tombar will also receive additional cash retainers totaling $15,000 per year.
Each member of the Board is entitled to be reimbursed for out-of-pocket expenses
incurred in connection with attending Board and committee meetings. On July 1,
2021, in connection with his appointment to the Board, Mr. Tombar will receive
an award of restricted stock units with a grant date value of $100,000.

A copy of the press release announcing the appointment of Mr. Tombar is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

     Exhibit
       No.                                               Description
      10.1                 Form of Director and Officer Indemnification

Agreement (incorporated by


                         reference to Exhibit 10.5 to the Registrant's

Registration Statement on Form


                         S-1 (File No. 333-222540) filed with the

Commission on January 12, 2018).


                           Press Release of Cactus, Inc. dated June 10,

2021 relating to appointment


      99.1               of director.
       104               Cover Page Interactive Data File (embedded within

the Inline XBRL document).



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