Nutt Jay A. 4

What Happened

• Jay A. Nutt, EVP and CFO of Cactus, Inc. (WHD), was granted 14,290 restricted stock units (RSUs) on March 10, 2026. On the same date 2,685 previously granted RSUs vested and were converted into common shares. To satisfy tax withholding on the vesting, 869 shares were withheld by the company and valued at $48.60 per share, yielding $42,233 in tax withholding proceeds. The RSU grant is recorded as a derivative award (no cash paid).

Key Details

• Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (timely).
• Grant: 14,290 RSUs granted (vest in three equal annual installments beginning March 10, 2027).
• Vesting/Conversion: 2,685 RSUs converted to shares upon vesting (derivative exercise/conversion).
• Tax withholding: 869 shares withheld at $48.60/share for $42,233 (share surrender to cover taxes, not an open-market sale).
• Prior award: 8,053 RSUs granted March 10, 2025, vesting in three equal annual installments (one tranche vested March 10, 2026).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: RSUs represent contingent rights to receive Class A common stock upon vesting; the company withheld shares to meet tax obligations.

Context

• These transactions are compensation-related (receiving RSU award and the vesting/conversion of earlier RSUs). The withholding of 869 shares to cover taxes is routine and should not be read as an independent open-market sale by the insider. For retail investors, awards and vesting indicate expected future ownership but are not the same signal as a buy or sell in the open market.