Cactus (NYSE: WHD) awards RSUs and appoints CEO for Cactus International JV

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K

______________________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2025

______________________________________________________________________________

Cactus, Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________

Delaware			001-38390			35-2586106
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

920 Memorial City Way, Suite 300

Houston, Texas 77024

(Address of principal executive offices)

(Zip Code)

(713) 626-8800

(Registrant’s telephone number, including area code)

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01

WHD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On December 30, 2025 and in connection with the closing of the joint venture with Baker Hughes (“Cactus International”), the Compensation Committee approved a one-time grant of restricted stock units (“RSUs”), granted effective January 1, 2026, to the following Named Executive Officers with grant date values and vesting periods described in the table below, in accordance with the terms and provisions of the Company’s existing form of RSU award agreement and the Company’s Long Term Incentive Plan:

Name			Title			RSU Value Vesting Ratable Over 2 years			RSU Value Vesting Ratable Over 3 years
Stephen Tadlock			Executive Vice President, CEO of Spoolable Technologies and Cactus International			$500,000			$500,000
Jay A. Nutt			Executive Vice President and Chief Financial Officer			$500,000			$400,000
Steven Bender			Chief Operating Officer			$300,000			$300,000

Mr. Tadlock, Mr. Nutt and Mr. Steven Bender have been identified as key executives of the Company and these grants are intended to help retain these key executives.

Stephen Tadlock, Executive Vice President and Chief Executive Officer of the Company’s Spoolable Technologies segment, has been appointed as the Chief Executive Officer of Cactus International, effective January 1, 2026.

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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 hereunto duly authorized.

			Cactus, Inc.
January 5, 2026			By:			/s/ Jay A. Nutt
Date			Name:			Jay A. Nutt
			Title:			Executive Vice President and Chief Financial Officer

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FAQ

What executive compensation changes did Cactus, Inc. (WHD) disclose?

Cactus approved one-time restricted stock unit (RSU) grants for three key executives effective January 1, 2026, with values that vest ratably over two and three years.

Which Cactus (WHD) executives received new RSU awards and in what amounts?

Stephen Tadlock is set to receive RSUs valued at $500,000 over two years and $500,000 over three years. Jay A. Nutt will receive $500,000 over two years and $400,000 over three years, and Steven Bender will receive $300,000 over two years and $300,000 over three years.

Why did Cactus, Inc. (WHD) grant these one-time RSUs?

The company identified Stephen Tadlock, Jay A. Nutt and Steven Bender as key executives and stated that these one-time RSU grants are intended to help retain them.

How do the new Cactus (WHD) RSU awards vest?

The RSUs for each executive are structured with grant date values that vest ratably over two years and over three years, under the company’s existing RSU award agreement and Long Term Incentive Plan.

What leadership change did Cactus, Inc. (WHD) announce for Cactus International?

Stephen Tadlock, currently Executive Vice President and Chief Executive Officer of the Spoolable Technologies segment, has been appointed Chief Executive Officer of Cactus International, effective January 1, 2026.

How is the Baker Hughes joint venture referenced in the Cactus (WHD) filing?

The company notes that the one-time RSU grants were approved on December 30, 2025 in connection with the closing of its joint venture with Baker Hughes, referred to as Cactus International.