Cactus, Inc. 8-K

What Happened

• Cactus, Inc. filed an 8-K disclosing that on December 30, 2025 its Compensation Committee approved one-time restricted stock unit (RSU) grants, effective January 1, 2026, to three Named Executive Officers in connection with the closing of its joint venture with Baker Hughes (Cactus International). The grants were made under the company’s standard RSU award agreement and Long Term Incentive Plan.
• Stephen Tadlock, currently Executive Vice President and CEO of Spoolable Technologies, was appointed Chief Executive Officer of Cactus International, effective January 1, 2026.

Key Details

• Approval date: December 30, 2025; grants effective: January 1, 2026; 8-K filed January 5, 2026.
• RSU grant values and vesting:
  • Stephen Tadlock: $500,000 vesting ratably over 2 years and $500,000 vesting ratably over 3 years.
  • Jay A. Nutt (EVP & CFO): $500,000 vesting over 2 years and $400,000 vesting over 3 years.
  • Steven Bender (COO): $300,000 vesting over 2 years and $300,000 vesting over 3 years.
• Purpose: the filing states these executives were identified as key and the grants are intended to help retain them amid the JV.

Why It Matters

• The grants and Tadlock’s appointment show Cactus is putting retention incentives and leadership in place to support the newly formed Cactus International JV. For investors, that signals management is aligning executive compensation with the JV’s startup and integration.
• RSU awards will generally result in future compensation expense and potential share issuance (dilution) when the units vest; these impacts will appear in the company’s financial statements in future periods.