Cactus, Inc. (WHD) COO reports 27,496-share grant and 10,820-share tax withholding

Rhea-AI Filing Summary

Cactus, Inc. Chief Operating Officer Steven Bender reported equity compensation activity in Class A Common Stock. He acquired 27,496 shares on a grant/award basis at no cost, earned from performance share units granted in 2023 for a three-year period ending December 31, 2025. On the same date, 10,820 shares at $51.56 per share were disposed of to cover tax withholding obligations upon vesting of previously granted restricted stock units, leaving him with 91,006 directly owned shares.

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 Steven

(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)
	Chief Operating Officer

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		27,496	A	(1)	101,826	D
Class A Common Stock	02/26/2026		F		10,820(2)	D	$51.56	91,006	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/ Steven 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 Steven Bender?

Cactus, Inc. reported that COO Steven Bender received a grant of 27,496 Class A shares and had 10,820 shares withheld to cover tax obligations. These transactions reflect equity compensation vesting, not open-market buying or selling, and are recorded as direct ownership changes.

How many Cactus, Inc. (WHD) shares did Steven Bender acquire in this Form 4?

Steven Bender acquired 27,496 shares of Cactus, Inc. Class A Common Stock through a grant/award. The shares were earned from performance share units granted in 2023 for a three-year performance period that ended December 31, 2025, as approved by the Compensation Committee.

Why were 10,820 Cactus, Inc. (WHD) shares disposed of in Steven Bender’s Form 4?

The 10,820 shares were withheld by Cactus, Inc. to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units. This tax-withholding disposition at $51.56 per share reflects standard equity compensation mechanics rather than an open-market sale by Steven Bender.

What is Steven Bender’s Cactus, Inc. (WHD) share ownership after these transactions?

After the reported Form 4 transactions, Steven Bender directly owns 91,006 shares of Cactus, Inc. Class A Common Stock. This balance reflects the net result of the 27,496-share grant and the 10,820-share tax withholding disposition recorded on the same transaction date.

Are the Cactus, Inc. (WHD) Form 4 transactions for Steven Bender open-market trades?

No, the transactions are not open-market trades. One entry is a grant or award acquisition of 27,496 shares earned from performance share units, and the other is a 10,820-share tax-withholding disposition to satisfy obligations upon vesting of restricted stock units, both related to compensation.

What performance period is tied to Steven Bender’s Cactus, Inc. (WHD) share grant?

The share grant relates to performance share units granted in 2023 for a three-year performance period ending December 31, 2025. The number of shares earned, 27,496, was approved by the Compensation Committee based on audited financial statements for the year ended December 31, 2025.