Bender Scott 4

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.