Bender Scott 4

What Happened Scott Bender, a 10% owner of Cactus, Inc. (WHD), received 45,826 shares on February 26, 2026 as the payout of performance share units (PSUs) granted in 2023. On the same date, 18,033 of those shares were withheld by the company to satisfy tax withholding obligations at a reported per-share value of $51.56, resulting in proceeds of $929,781 (code F — tax withholding/disposition).

Key Details

• Transaction date: 2026-02-26 (both award and withholding).
• Award: 45,826 shares acquired (code A). Footnote F1: earned for PSUs granted in 2023 for the three‑year performance period ending 12/31/2025, per the Compensation Committee and audited 2025 financials.
• Withholding: 18,033 shares withheld at $51.56/share for tax withholding, totaling $929,781 (code F). Footnote F2: shares withheld to satisfy tax obligations on vesting restricted stock units.
• Shares owned after transaction: not specified in the information provided in this summary.
• Filing date: 2026-03-02. The Form 4 was filed within the SEC’s two business‑day window following the 2/26/2026 transactions (timely).

Context This was a compensation vesting event (PSUs and RSUs) with shares withheld to cover taxes — a routine corporate action rather than an open‑market sale. Withholding shares to pay taxes is common and does not necessarily signal a liquidity‑driven sale. As a 10% owner, Bender is a principal insider; these transactions reflect compensation settlement and associated tax withholding, not a market buy or discretionary sale.