Cactus (NYSE: WHD) CEO granted 34,023 RSUs, withholds 8,908 shares for tax

Rhea-AI Filing Summary

Cactus, Inc. Chairman and CEO Scott Bender reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding in Class A common stock.

On March 10, 2026, he was granted 34,023 RSUs, each representing a contingent right to one share of Class A common stock, vesting in three equal annual installments. On March 10 and March 11, previously granted RSUs vested and were converted into a total of 22,634 shares of Class A common stock through option-code M transactions.

To satisfy tax obligations on these vestings, the company withheld a total of 8,908 shares of Class A common stock, valued at around $48.56–$48.60 per share, via F-code transactions. After these transactions, Bender directly holds 120,527 shares of Class A common stock and 36,057 RSUs, reflecting ongoing compensation rather than open-market buying or selling.

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^*

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)
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		7,638	A	(1)	114,439	D
Class A Common Stock	03/10/2026		F		3,006(2)	D	$48.6	111,433	D
Class A Common Stock	03/10/2026		M		6,711	A	(1)	118,144	D
Class A Common Stock	03/10/2026		F		2,641(2)	D	$48.6	115,503	D
Class A Common Stock	03/11/2026		M		8,285	A	(1)	123,788	D
Class A Common Stock	03/11/2026		F		3,261(2)	D	$48.56	120,527	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		34,023		(3)	(3)	Class A Common Stock	34,023	$0	78,365	D
Restricted Stock Units	(1)	03/10/2026		M			7,638	(4)	(4)	Class A Common Stock	7,638	$0	51,450	D
Restricted Stock Units	(1)	03/10/2026		M			6,711	(5)	(5)	Class A Common Stock	6,711	$0	45,917	D
Restricted Stock Units	(1)	03/11/2026		M			8,285	(6)	(6)	Class A Common Stock	8,285	$0	36,057	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 34,023 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

4. On March 10, 2023, the reporting person was granted 22,913 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

5. On March 10, 2025, the reporting person was granted 20,133 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

6. On March 11, 2024, the reporting person was granted 24,857 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Scott Bender, 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.
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FAQ

What equity awards did Cactus (WHD) CEO Scott Bender receive in this Form 4?

Scott Bender received 34,023 restricted stock units (RSUs) on March 10, 2026. These RSUs vest in three equal annual installments, with each vested unit delivering one share of Cactus Class A common stock, reflecting ongoing equity-based executive compensation.

How many Cactus (WHD) shares were issued from RSU vesting in this filing?

Previously granted RSUs vested and were converted into a total of 22,634 shares of Cactus Class A common stock. These M-code transactions represent the routine settlement of RSUs into shares as they vest under prior long-term incentive grants.

Were any Cactus (WHD) shares sold on the open market by the CEO?

No open-market sales are reported. The only share dispositions are F-code transactions totaling 8,908 shares, which were withheld by the company to satisfy tax withholding obligations triggered by RSU vesting, rather than discretionary market sales.

What tax withholding transactions occurred in this Cactus (WHD) Form 4?

The company withheld 8,908 shares of Class A common stock, at prices around $48.56–$48.60 per share, to cover Scott Bender’s tax liabilities upon RSU vesting. These F-code entries are non-market tax-withholding dispositions, not ordinary share sales.

How many Cactus (WHD) shares does the CEO hold after these transactions?

Following the reported transactions, Scott Bender directly owns 120,527 shares of Cactus Class A common stock. He also holds 36,057 restricted stock units, which represent additional potential future shares upon vesting under existing equity award agreements.

How do the new RSUs granted to Cactus (WHD) CEO vest over time?

The 34,023 RSUs granted on March 10, 2026 vest in three equal annual installments, beginning on the first anniversary of the grant date. Each vested unit will deliver one share of Cactus Class A common stock, aligning compensation with long-term performance.