Form 4: Cactus CEO Scott Bender Reports Equity Transactions

Cactus, Inc. Chairman and CEO Scott Bender reported multiple transactions involving Class A common stock and restricted stock units, including a new RSU grant and share dispositions for tax withholding.

Summary

• Scott Bender, Chairman and CEO of Cactus, Inc., reported several transactions involving Class A Common Stock and Restricted Stock Units (RSUs) on March 10 and March 11, 2026.
• On March 10, 2026, Bender acquired a total of 14,349 shares of Class A Common Stock (7,638 and 6,711 shares) upon the vesting and conversion of previously granted RSUs.
• Concurrently on March 10, 2026, 5,647 shares of Class A Common Stock (3,006 and 2,641 shares) were disposed of at a price of $48.6 per share to satisfy tax withholding obligations related to the RSU vesting.
• On March 11, 2026, Bender acquired 8,285 shares of Class A Common Stock upon the vesting and conversion of previously granted RSUs.
• On the same date, 3,261 shares of Class A Common Stock were disposed of at a price of $48.56 per share to satisfy tax withholding obligations.
• Following these transactions, Bender directly beneficially owned 120,527 shares of Class A Common Stock.
• A new grant of 34,023 Restricted Stock Units was awarded to Bender on March 10, 2026, which will vest in three equal annual installments beginning on the first anniversary of the grant date.
• The transactions also reflect the exercise/conversion of 7,638 RSUs from a March 10, 2023 grant, 6,711 RSUs from a March 10, 2025 grant, and 8,285 RSUs from a March 11, 2024 grant.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, detailing routine insider transactions related to executive compensation and tax obligations, with no significant positive or negative implications for company fundamentals.

Positives

• The grant of 34,023 new Restricted Stock Units on March 10, 2026, aligns management's long-term interests with those of shareholders, providing a future incentive for performance.

Negatives

• The disposition of 8,908 shares of Class A Common Stock (3,006, 2,641, and 3,261 shares) to cover tax withholding obligations reduces direct beneficial ownership, although this is a standard practice upon RSU vesting.

Future Outlook

The newly granted 34,023 Restricted Stock Units will vest in three equal annual installments, with the first installment vesting on March 10, 2027.

Industry Context

StockSavvy.ai notes these are routine insider transactions for executive compensation and tax management, common across industries for executives receiving equity awards. Such filings typically do not indicate a shift in company strategy or performance but rather reflect the mechanics of executive compensation plans.

Comparison to Industry Standards

• These transactions are standard for executive compensation packages involving restricted stock units, aligning with common practices in the energy services sector and broader corporate governance for incentivizing and retaining key executives.
• The disposition of shares for tax withholding is a widely accepted and routine mechanism for executives to cover tax liabilities upon the vesting of equity awards, consistent with practices observed in companies like Schlumberger (SLB) or Halliburton (HAL) for their executive compensation programs.

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting, but overall alignment of executive interests with shareholders through continued equity ownership and new grants.

Next Steps

• The first installment of the 34,023 Restricted Stock Units granted on March 10, 2026, is expected to vest on March 10, 2027.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations. It does not provide new fundamental information about the company's performance or strategic direction that would warrant a change in investment recommendation. The transactions are expected and do not signal a significant positive or negative shift in the company's outlook.

Keywords

Cactus Inc, WHD, Scott Bender, SEC Form 4, Insider Trading, Restricted Stock Units, Equity Transactions, CEO, Director, 10% Owner, Stock Grant, Tax Withholding