Cactus, Inc. (WHD) CEO logs performance share award and tax-share disposal

Rhea-AI Filing Summary

Cactus, Inc. Chairman and CEO Scott Bender reported equity compensation-related share movements. He acquired 45,826 shares of Class A common stock at no cost as shares earned from performance share units granted in 2023 for the three-year period ending December 31, 2025, as approved by the Compensation Committee. In a separate transaction on the same date, 18,033 shares of Class A common stock at $51.56 per share were disposed of to cover tax withholding obligations upon the vesting of previously granted restricted stock units. Following these transactions, he directly owned 106,801 shares of Class A common stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bender Scott

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		45,826	A	(1)	124,834	D
Class A Common Stock	02/26/2026		F		18,033(2)	D	$51.56	106,801	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

Explanation of Responses:

1. Represents shares earned for the performance share units granted in 2023 for the three-year performance period ending December 31, 2025 as approved by the Compensation Committee of the Board of Directors based on the audited financial statements for the year ended December 31, 2025.

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

Remarks:

	/s/ Scott Bender, by William Marsh as Attorney-in-Fact	03/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Cactus, Inc. (WHD) report for Scott Bender?

Cactus, Inc. reported that Chairman and CEO Scott Bender acquired 45,826 Class A shares through a performance share unit award and disposed of 18,033 shares to satisfy tax withholding tied to vesting restricted stock units on February 26, 2026.

Were Scott Bender’s Cactus (WHD) transactions open-market buys or sells?

The transactions were compensation-related, not open-market trades. Bender received 45,826 shares from earned performance share units and 18,033 shares were withheld and disposed of by the company to cover tax liabilities upon restricted stock unit vesting.

What was the size of Scott Bender’s equity award at Cactus, Inc. (WHD)?

Scott Bender received 45,826 shares of Cactus Class A common stock at no cost, representing shares earned from performance share units granted in 2023 for a three-year performance period ending December 31, 2025, based on audited financial statements.

Why were 18,033 Cactus (WHD) shares disposed of in Scott Bender’s Form 4?

The 18,033 shares were withheld and disposed of by the company at $51.56 per share to satisfy tax withholding obligations that arose when previously granted restricted stock units vested, rather than representing a discretionary open-market sale by Scott Bender.

How many Cactus, Inc. (WHD) shares does Scott Bender own after these transactions?

After the reported equity award and tax withholding disposition, Scott Bender directly owned 106,801 shares of Cactus, Inc. Class A common stock, according to the Form 4 totals reported following the February 26, 2026 transactions.

What period did Scott Bender’s Cactus (WHD) performance share units cover?

The performance share units that resulted in 45,826 earned shares covered a three-year performance period ending December 31, 2025, and were granted in 2023, with shares determined based on audited financial statements approved by the Compensation Committee.