Bender Scott 4

4 · Cactus, Inc. · Filed Mar 12, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Cactus (WHD) 10% Owner Scott Bender Exercises RSUs, Shares Withheld

What Happened

Scott Bender, a reported 10% owner of Cactus, Inc. (WHD), had multiple restricted stock units (RSUs) convert into Class A shares on March 10–11, 2026 (total converted: 22,634 shares). To satisfy tax withholding obligations, 8,908 of those shares were withheld, yielding approximately $432,799 in value. Separately, on March 10, 2026 he was granted 34,023 new RSUs (vesting in three equal annual installments).

Key Details

Transaction dates and amounts:
- March 10, 2026: conversions of 7,638 and 6,711 RSUs into shares.
- March 11, 2026: conversion of 8,285 RSUs into shares.
- Tax withholding (shares withheld to cover taxes):
  - 3,006 shares withheld @ $48.60 = $146,092 (3/10/2026)
  - 2,641 shares withheld @ $48.60 = $128,353 (3/10/2026)
  - 3,261 shares withheld @ $48.56 = $158,354 (3/11/2026)
  - Total withheld: 8,908 shares, ~$432,799
- New grant: 34,023 RSUs granted 3/10/2026 (vest in three equal annual installments).
Footnotes on prior RSU grants in the filing include grants dated 3/10/2023 (22,913 RSUs), 3/11/2024 (24,857 RSUs), and 3/10/2025 (20,133 RSUs) — each vesting in three equal annual installments.
Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld for tax withholding, A = grant/award.
Shares owned after the transactions were not specified in the provided excerpt.
Filing: Form 4 filed 3/12/2026 reporting the 3/10–3/11 transactions (no indication in the excerpt that the filing was late).

Context

These transactions are conversions of RSUs into underlying shares with a cashless-type settlement for tax withholding (company withheld shares rather than a cash payment). Such withholding to satisfy tax obligations is routine and does not necessarily indicate a decision to sell shares on the open market. As a 10% owner, Bender is a significant shareholder, and RSU activity reflects compensation/vesting mechanics more than market timing.

Form 4

Period: 2026-03-10

DirectorChairman and CEO10% Owner

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-03-10+7,638→ 114,439 total
Tax Payment
Class A Common Stock
[F2]
2026-03-10$48.60/sh−3,006$146,092→ 111,433 total
Exercise/Conversion
Class A Common Stock
[F1]
2026-03-10+6,711→ 118,144 total
Tax Payment
Class A Common Stock
[F2]
2026-03-10$48.60/sh−2,641$128,353→ 115,503 total
Exercise/Conversion
Class A Common Stock
[F1]
2026-03-11+8,285→ 123,788 total
Tax Payment
Class A Common Stock
[F2]
2026-03-11$48.56/sh−3,261$158,354→ 120,527 total
Award
Restricted Stock Units
[F1][F3]
2026-03-10+34,023→ 78,365 total
→ Class A Common Stock (34,023 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-10−7,638→ 51,450 total
→ Class A Common Stock (7,638 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-03-10−6,711→ 45,917 total
→ Class A Common Stock (6,711 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F6]
2026-03-11−8,285→ 36,057 total
→ Class A Common Stock (8,285 underlying)

Footnotes (6)

[F1]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.
[F2]Represents shares withheld by the Company to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units.
[F3]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.
[F4]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.
[F5]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.
[F6]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.

Signature

/s/ Scott Bender, by William Marsh as Attorney-in-Fact|2026-03-12

1 file