Cactus Inc (WHD) director not seeking re-election as board shrinks to eight

Rhea-AI Filing Summary

Cactus, Inc. reported that director Bruce Rothstein informed the company on March 24, 2026 that he will not stand for re-election at the 2026 Annual Meeting of Stockholders. His decision is expressly stated as not stemming from any disagreement over operations, policies or practices.

The Board of Directors decided to reduce its size to eight directors, effective immediately before the 2026 Annual Meeting. This reflects a planned board transition rather than an abrupt departure or governance dispute.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): March 24, 2026

______________________________________________________________________________

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. ☐

1

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

On March 24, 2026, Bruce Rothstein, a director of Cactus, Inc. (the “Company”), advised the Company that he will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders. Mr. Rothstein’s decision not to stand for re-election is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company’s Board of Directors has decreased the size of the Board to 8 directors effective as of immediately before the Company’s 2026 Annual Meeting of Stockholders.

2

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.
March 27, 2026			By:			/s/ Jay A. Nutt
Date			Name:			Jay A. Nutt
			Title:			Executive Vice President and Chief Financial Officer

3

FAQ

What board change did Cactus, Inc. (WHD) disclose in this 8-K?

Cactus, Inc. disclosed that director Bruce Rothstein will not stand for re-election at the 2026 Annual Meeting. The Board also approved reducing its size to eight directors, effective immediately before that meeting, signaling an orderly governance transition rather than an abrupt restructuring.

Why is director Bruce Rothstein leaving the Cactus, Inc. (WHD) board?

Bruce Rothstein informed Cactus, Inc. that he will not stand for re-election at the 2026 Annual Meeting. The company stated his decision is not due to any disagreement regarding its operations, policies, or practices, indicating a non-contentious and planned change in board composition.

Did Cactus, Inc. (WHD) report any disagreement related to this director change?

No, Cactus, Inc. specifically stated that Bruce Rothstein’s decision not to stand for re-election is not due to any disagreement with the company. This includes matters related to operations, policies, or practices, suggesting the transition is amicable and not driven by governance conflict.

How will the Cactus, Inc. (WHD) board size change after the 2026 meeting?

The Board of Directors of Cactus, Inc. approved reducing its size to eight directors. This change becomes effective immediately before the 2026 Annual Meeting of Stockholders, aligning the board size with the departure of Bruce Rothstein and maintaining a streamlined governance structure.

When did Cactus, Inc. (WHD) receive notice of the director’s decision?

Cactus, Inc. received notice on March 24, 2026 that director Bruce Rothstein will not stand for re-election at the 2026 Annual Meeting. This advance notice allows the company and shareholders time to prepare for the board size adjustment to eight directors around that meeting.

Who signed the Cactus, Inc. (WHD) 8-K reporting this board change?

The 8-K reporting the director’s decision and board size change was signed on behalf of Cactus, Inc. by Jay A. Nutt. He is identified as the company’s Executive Vice President and Chief Financial Officer, acting as the authorized signatory for this disclosure.

Filing Exhibits & Attachments

3 documents

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