Cactus, Inc. (WHD) president gets 45,826-share award, 18,033 withheld for taxes

Rhea-AI Filing Summary

Cactus, Inc. president Joel Bender reported equity compensation and related tax withholding in Class A common stock. He acquired 45,826 shares as shares earned for performance share units granted in 2023 for the three-year period ending December 31, 2025, following approval by the Compensation Committee based on audited 2025 financial statements. On the same date, 18,033 shares were disposed of to the company at $51.56 per share to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units, leaving him with 27,793 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 Joel

(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)
	President

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)	45,826	D
Class A Common Stock	02/26/2026		F		18,033(2)	D	$51.56	27,793	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/ Joel 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 Joel Bender?

Joel Bender reported receiving 45,826 Cactus, Inc. shares as earned performance share units and disposing of 18,033 shares for tax withholding. Both transactions involved Class A common stock and occurred on February 26, 2026, leaving him with 27,793 directly owned shares.

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

Joel Bender acquired 45,826 shares of Cactus, Inc. Class A common stock. These shares were earned from performance share units granted in 2023 for a three-year performance period ending December 31, 2025, after approval by the Compensation Committee based on audited 2025 financial statements.

Why were 18,033 Cactus, Inc. (WHD) shares disposed of in Joel Bender’s filing?

The 18,033 Cactus, Inc. shares were withheld by the company to satisfy tax withholding obligations. This occurred upon the vesting of previously granted restricted stock units and is reported as a tax-withholding disposition, not an open-market sale, at a price of $51.56 per share.

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

After the reported transactions, Joel Bender directly owns 27,793 shares of Cactus, Inc. Class A common stock. This figure reflects the 45,826-share equity award earned and the 18,033-share tax-withholding disposition recorded on February 26, 2026, in the Form 4.

What type of equity awards did Joel Bender receive from Cactus, Inc. (WHD)?

Joel Bender received shares earned from performance share units granted in 2023 covering a three-year performance period ending December 31, 2025. The Compensation Committee approved the award based on audited financial statements for 2025, resulting in 45,826 Class A common shares being issued.

How is the tax withholding transaction in Cactus, Inc. (WHD) Form 4 classified?

The tax withholding is classified with transaction code “F” as a tax-withholding disposition. It represents shares withheld by Cactus, Inc. to satisfy tax obligations upon vesting of restricted stock units, involving 18,033 Class A common shares at a price of $51.56 per share.