Cactus (WHD) CFO receives 14,290 RSUs and nets new shares after tax withholding

Rhea-AI Filing Summary

Cactus, Inc. EVP and CFO Jay A. Nutt received a grant of 14,290 restricted stock units on March 10, 2026, vesting in three equal annual installments. He also exercised 2,685 previously granted RSUs into Class A common stock, with 869 shares withheld at $48.60 per share to cover tax obligations. Following these routine compensation-related transactions, he directly holds 4,042 shares of Class A common stock and 45,209 RSUs representing a contingent right to receive the same number of shares upon future vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nutt Jay A.

(Last) (First) (Middle)

920 MEMORIAL CITY WAY

SUITE 300

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/10/2026		M		2,685	A	(1)	4,911	D
Class A Common Stock	03/10/2026		F		869(2)	D	$48.6	4,042	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/10/2026		A		14,290		(3)	(3)	Class A Common Stock	14,290	$0	47,894	D
Restricted Stock Units	(1)	03/10/2026		M			2,685	(4)	(4)	Class A Common Stock	2,685	$0	45,209	D

Explanation of Responses:

1. Restricted stock units represent a contingent right to receive Class A common stock. Upon vesting, one share of Class A common stock will be delivered for each vested restricted stock unit.

2. Represents shares withheld by the Company to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units.

3. On March 10, 2026 the reporting person was granted 14,290 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

4. On March 10, 2025 the reporting person was granted 8,053 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Jay A. Nutt, by William Marsh as Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Cactus (WHD) CFO Jay Nutt receive in this Form 4 filing?

Cactus EVP and CFO Jay A. Nutt received a grant of 14,290 restricted stock units. These RSUs vest in three equal annual installments beginning on the first anniversary of the March 10, 2026 grant date, providing future Class A common shares when they vest.

How many Cactus (WHD) restricted stock units does the CFO hold after the transactions?

After the reported transactions, Jay A. Nutt holds 45,209 restricted stock units. Each RSU represents a contingent right to receive one share of Cactus Class A common stock upon vesting, aligning a portion of his compensation with future company performance.

What stock was withheld for taxes in Cactus (WHD) CFO Jay Nutt’s Form 4?

The company withheld 869 shares of Class A common stock at $48.60 per share. These shares were retained by Cactus to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units, rather than being sold in the open market.

Did Cactus (WHD) CFO Jay Nutt sell any shares on the open market in this filing?

The filing shows no open-market sales by Jay A. Nutt. The only disposition was 869 shares withheld by the company to cover tax liabilities related to RSU vesting, which is a non-market, compensation-driven event rather than a discretionary stock sale.

How many Cactus (WHD) Class A shares does the CFO own after these Form 4 transactions?

Following the reported activity, Jay A. Nutt directly owns 4,042 shares of Cactus Class A common stock. This reflects 2,685 shares received from RSU conversion, reduced by 869 shares withheld by the company to satisfy associated tax withholding obligations.

What is the difference between the RSU grant and RSU exercise in Cactus (WHD) CFO’s Form 4?

The 14,290 RSU grant is new compensation vesting over three years starting March 10, 2027. Separately, 2,685 older RSUs vested and were converted into Class A common stock, partially reduced by 869 shares withheld for taxes, illustrating ongoing equity-based compensation.