Cactus (WHD) GC Marsh awarded 18,330 shares; 7,213 withheld for taxes

Rhea-AI Filing Summary

Cactus, Inc. General Counsel, EVP and Secretary William D. Marsh reported equity compensation activity in Class A Common Stock. He received a grant of 18,330 shares at no cost, representing shares earned from performance share units granted in 2023 for a three-year period ending December 31, 2025.

The company withheld 7,213 shares at a price of $51.56 per share to cover tax withholding obligations upon the vesting of previously granted restricted stock units. After these transactions, Marsh directly owned 22,205 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

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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^*

MARSH WILLIAM D

(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)
	GC, EVP and Secretary

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		18,330	A	(1)	29,418	D
Class A Common Stock	02/26/2026		F		7,213(2)	D	$51.56	22,205	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/ William D. Marsh	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).
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FAQ

What insider transactions did Cactus (WHD) report for William D. Marsh?

Cactus reported that William D. Marsh received 18,330 Class A shares as an equity award and had 7,213 shares withheld to cover taxes. Both transactions relate to previously granted performance and restricted stock units, reflecting routine equity compensation activity.

How many Cactus (WHD) shares did William D. Marsh acquire in this Form 4?

William D. Marsh acquired 18,330 shares of Cactus Class A Common Stock at no cost. These shares were earned from performance share units granted in 2023 for a three-year performance period ending December 31, 2025, based on audited 2025 financial statements.

Why were 7,213 Cactus (WHD) shares disposed of in this filing?

The 7,213 shares were withheld by Cactus to satisfy tax withholding obligations upon vesting of previously granted restricted stock units. This tax-withholding disposition, at $51.56 per share, is a non-open-market transaction typically associated with equity compensation vesting events.

What is William D. Marsh’s Cactus (WHD) share ownership after these transactions?

Following the reported equity award and tax-withholding disposition, William D. Marsh directly owned 22,205 shares of Cactus Class A Common Stock. This reflects his updated direct beneficial ownership after the performance share unit conversion and restricted stock unit tax withholding.

What performance period was tied to the Cactus (WHD) performance share units for Marsh?

The 18,330 shares reflect performance share units granted in 2023 for a three-year performance period ending December 31, 2025. The number of shares earned was approved by the Compensation Committee based on audited financial statements for the year ended December 31, 2025.

Are the Cactus (WHD) insider transactions open-market buys or sales?

The transactions are not open-market buys or sales. Marsh received 18,330 shares as an equity award and 7,213 shares were withheld by the company to cover tax obligations on vesting restricted stock units, consistent with standard equity compensation mechanics.