Nutt Jay A. 4

What Happened

• Jay A. Nutt, EVP and Chief Financial Officer of Cactus, Inc. (WHD), had 2,942 restricted stock units convert to Class A common shares on June 3, 2026. Of those shares, 864 were withheld to satisfy tax withholding obligations at $58.80 per share (total withheld ≈ $50,803), leaving a net delivery of about 2,078 shares to Mr. Nutt.
• This was a vesting/conversion of previously granted RSUs (not an open-market buy or sale). The filing shows derivative conversion entries (transaction code M) for the vesting and a tax-withholding share disposition (code F).

Key Details

• Transaction date: June 3, 2026; Form 4 filed June 5, 2026 (timely).
• Vesting/conversion: 2,942 RSUs converted to shares (code M).
• Tax withholding: 864 shares withheld at $58.80/share, total ≈ $50,803 (code F).
• Net shares delivered to insider: ~2,078 shares (2,942 vested − 864 withheld).
• Shares owned after transaction: not reported in the provided filing details.
• Footnotes: RSUs represent contingent rights to Class A common stock; shares were withheld to satisfy tax withholding; the RSU grant was originally made on June 3, 2024 and vests in three equal installments (footnotes F1–F3).

Context

• These entries reflect RSU vesting with share withholding for taxes (a routine administrative event), not a market purchase or signal of intent to sell. The conversion entries may show $0 proceeds because the transaction was an award vesting rather than a cash sale.