Cactus SEC Filings

Cactus, Inc. reported equity awards to its Executive Vice President and Chief Financial Officer on a beneficial ownership filing. On January 1, 2026, the officer received two grants of restricted stock units (RSUs) that each convert into shares of Class A common stock upon vesting. One grant covers 8,741 RSUs, vesting in three equal annual installments starting on the first anniversary of the grant date. The second grant covers 10,926 RSUs, vesting in two equal annual installments beginning on the first anniversary of the grant date. Each vested RSU delivers one share of Class A common stock at an exercise price of $0.

Cactus, Inc. disclosed that its General Counsel, EVP and Secretary received new equity awards in the form of restricted stock units. On January 1, 2026, the reporting person was granted 8,741 restricted stock units that vest in three equal annual installments starting on the first anniversary of the grant date. On the same date, the reporting person was also granted 10,926 restricted stock units that vest in two equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of Cactus Class A common stock upon vesting, aligning the executive’s compensation more closely with shareholder interests.

Cactus, Inc.January 1, 2026, the COO received two grants of 6,556 restricted stock units each. These units represent a contingent right to receive Class A common stock, with one share delivered for each unit that vests.

One grant of 6,556 restricted stock units vests in three equal annual installments beginning on the first anniversary of the grant date. The second grant of 6,556 restricted stock units vests in two equal annual installments beginning on the first anniversary of the grant date. Following these grants, the reporting person held derivative securities tied to Class A common stock that are shown as directly owned.

Cactus, Inc. reported that an executive officer, listed as EVP/CEO Spool Tech/Cactus Intl, received new equity awards in the form of restricted stock units on January 1, 2026. These derivative securities relate to the company’s Class A common stock and are shown with no cash exercise price.

One grant covers 10,926 restricted stock units, vesting in three equal annual installments starting on the first anniversary of the grant date, with each vested unit delivering one share of Class A common stock. A second grant of 10,926 restricted stock units vests in two equal annual installments on the same schedule, further aligning the executive’s compensation with the company’s future share performance.

Cactus, Inc. approved one-time restricted stock unit (RSU) awards for three key executives in connection with closing its joint venture with Baker Hughes, called Cactus International. Effective January 1, 2026, Stephen Tadlock, Jay A. Nutt and Steven Bender will receive RSUs with grant date values that vest ratably over two and three years.

Tadlock, Executive Vice President and CEO of Spoolable Technologies, is scheduled to receive $500,000 in RSUs vesting over two years and $500,000 vesting over three years, and will also become Chief Executive Officer of Cactus International. Nutt, the Executive Vice President and Chief Financial Officer, will receive RSUs valued at $500,000 over two years and $400,000 over three years, while Bender, Chief Operating Officer, will receive $300,000 over two years and $300,000 over three years. The company states these awards are intended to help retain these executives.

Cactus, Inc. completed its previously announced acquisition of a majority stake in Baker Hughes Company’s surface pressure control business through a joint venture structure. On January 1, 2026, a Cactus subsidiary bought 65% of the membership interests in Baker Hughes Pressure Control LLC for a cash purchase price of $344,500,000 on a debt-free, largely cash-free basis, funded with cash on hand. The joint venture retained minimum cash of about $70,000,000, for which Cactus agreed to compensate Baker Hughes with $45,500,000 paid at closing and an additional $24,500,000 payable in two installments tied to time and Baker Hughes’ remaining ownership.

The amended LLC agreement gives both parties exit options after the second anniversary of closing, with the buyout price based on six times Adjusted EBITDA, subject to a maximum valuation of $660,000,000 and, if Cactus elects to buy, a minimum of $530,000,000. The agreement also includes governance protections for Baker Hughes, transfer restrictions on joint venture interests, and mutual non-compete provisions covering specified products and services in certain countries.

Cactus, Inc. entered into an amendment to its asset-based lending credit facility that adds a new delayed draw term loan and extends its revolving credit maturity. The new term loan facility allows Cactus Companies, LLC to borrow up to the lesser of $100 million and 85% of the appraised value of certain machinery and equipment owned by Cactus Companies and its guarantor subsidiaries, in up to two draws during the six months after closing. Proceeds may be used to help finance the acquisition of membership interests in Baker Hughes Pressure Control LLC and related purposes allowed under the facility.

Any term loans will mature three years after the first funding, bear interest at base rate or SOFR-based options plus margins of 2.50% or 3.50% per year, and pay a 0.05% per month unused fee. The amendment tightens the maximum leverage ratio to 2.50 to 1.00 and temporarily expands collateral to include certain equipment and intellectual property, and also extends the revolver commitments’ maturity from July 26, 2027 to December 1, 2030.

Cactus, Inc. reported an insider ownership change on Form 4 involving its dual-class and LLC unit structure. The reporting person disposed of 48,902 shares of Class B common stock, leaving 9,686,249 shares beneficially owned directly after the transaction. A related derivative position for 48,902 Units in Cactus Companies, LLC was reported, each Unit being exchangeable at the holder’s election into either one share of Class A common stock or an equivalent amount of cash under Cactus Companies’ amended LLC agreement. The filing explains that these changes are tied to redemptions of ownership interests and related distributions of Class B common stock and Units to members of the reporting entity.

Cactus, Inc. (WHD) insider reports changes in indirect holdings

A director, 10% owner and president of Cactus, Inc. filed a Form 4 reporting transactions dated 11/17/2025 involving Class B Common Stock and related derivative interests held through Cactus WH Enterprises, LLC. Table I shows a transaction coded "J" for 48,902 shares of Class B Common Stock, leaving 9,686,249 shares beneficially owned indirectly after the transaction. Table II reports a corresponding "J" transaction for 48,902 derivative securities tied to 48,902 shares of Class A Common Stock, with 9,686,249 derivative securities beneficially owned indirectly afterward.

The footnotes explain that Cactus WH Enterprises distributed Class B Common Stock and Units to certain of its members in connection with redemptions, but the reporting person did not participate and received no shares or Units. The securities are directly owned by Cactus WH Enterprises, and the reporting person is treated as having an indirect pecuniary interest through his ownership interest in that entity, while disclaiming beneficial ownership beyond that indirect interest.