whd-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

Cactus, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Cactus, Inc.

920 Memorial City Way, Suite 300

Houston, Texas 77024

(713) 626-8800

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Cactus, Inc.:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Cactus, Inc. (the “Company”) will be held on May 12, 2026 at 9:00 a.m. Central Time. The Annual Meeting will be a completely virtual meeting conducted exclusively via a live webcast at www.virtualshareholdermeeting.com/WHD2026. The Annual Meeting is being held for the following purposes:

1.To elect to the Company’s Board of Directors (the “Board”) the three Class II directors and the two Class III directors set forth in the accompanying Proxy Statement, each of whom will hold office until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her earlier death, resignation or removal;

2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers as reported in the accompanying Proxy Statement;

4.To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

You will be able to attend the Annual Meeting virtually, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/WHD2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction form.

Holders of record of the Company’s Class A common stock (NYSE: WHD) and Class B common stock (together, the “Common Stock”) at the close of business on March 18, 2026, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting. These holders will vote together as a single class on each proposal.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares of Common Stock you own, will aid us in reducing the expense of any further proxy solicitation in connection with the Annual Meeting. We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

If your shares are held in “street name,” that is, your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee, as your record holder, that must be followed for your record holder to vote your shares of Common Stock per your instructions. Internet voting will also be offered to stockholders holding shares of Common Stock in street name.

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We urge you to review the enclosed proxy materials carefully and to submit your proxy or voting instructions as soon as possible so that your Common Stock will be represented at the Annual Meeting.


			By Order of the Board of Directors,

			William Marsh Executive Vice President, General Counsel and Corporate Secretary

Houston, Texas

March 31, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2026: THE NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS, THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE AT www.proxyvote.com.

The Notice of Internet Availability of Proxy Materials is first being mailed on or about March 31, 2026, and the proxy materials relating to the annual meeting will first be made available on or about the same date.

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ABOUT THE ANNUAL MEETING			1
PROPOSAL ONE: ELECTION OF DIRECTORS			6
DIRECTORS AND EXECUTIVE OFFICERS			7
COMPENSATION COMMITTEE REPORT			12
COMPENSATION DISCUSSION AND ANALYSIS			13
DIRECTOR COMPENSATION			38
CORPORATE GOVERNANCE			40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			46
TRANSACTIONS WITH RELATED PERSONS			49
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			56
AUDIT COMMITTEE REPORT			58
PROPOSAL THREE : ADVISORY (NON-BINDING) VOTE APPROVING COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			59
STOCKHOLDER PROPOSALS; IDENTIFICATION OF DIRECTOR CANDIDATES			60
SOLICITATION OF PROXIES			61
STOCKHOLDER LIST			61
ADDITIONAL INFORMATION			61
OTHER MATTERS			62
DIRECTIONS TO ANNUAL MEETING			62

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Cactus, Inc.

920 Memorial City Way, Suite 300

Houston, Texas 77024

(713) 626-8800

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors (the “Board”) of Cactus, Inc. (the “Company”) is soliciting and requests your proxy for the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) that will be held on May 12, 2026 at 9:00 a.m. Central Time. The Annual Meeting will be a virtual meeting conducted exclusively via a live webcast at www.virtualshareholdermeeting.com/WHD2026. By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting. We are soliciting proxies from holders of our Class A common stock, par value $0.01 per share (“Class A Common Stock”) and our Class B common stock, par value $0.01 per share (“Class B Common Stock”). We refer to our Class A Common Stock and our Class B Common Stock together as our “Common Stock.”

We are a holding company that was incorporated as a Delaware corporation on February 17, 2017 for the purpose of, among other things, facilitating the Company’s initial public offering (our “IPO”). Our IPO closed on February 12, 2018. We are the sole managing member of Cactus Companies LLC (“Cactus Companies”). In this proxy statement (“Proxy Statement”), the terms “the Company,” “we,” “us,” “our” and similar terms refer to the Company and its consolidated subsidiaries, including Cactus Companies, unless the context indicates otherwise.

ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

The purpose of the Annual Meeting is for our stockholders to consider and act upon the proposals described in this Proxy Statement and any other matters that properly come before the Annual Meeting, or any adjournment or postponement thereof.

Notice and Access of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the internet instead of mailing printed copies of those materials to each stockholder. We have elected, in accordance with the Securities and Exchange Commission’s (the “SEC”) “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders and to post our Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (collectively, the “proxy materials”) electronically. By doing so, we save costs and reduce the environmental impact of the Annual Meeting. The Notice is first being mailed to our stockholders on or about March 31, 2026, and the proxy materials relating to the Annual Meeting will first be made available on or about the same date. The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future Notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee may also sign up for electronic delivery at www.proxyvote.com. In addition, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the Notices and proxy

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materials at any time by dialing 1-800-579-1639. Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

Proposals to be Voted Upon at the Annual Meeting

At the Annual Meeting, our stockholders will be asked to consider and vote upon the following three proposals:

•Proposal ONE: To elect to the Board the three Class II directors and the two Class III directors set forth in this Proxy Statement, each of whom will hold office until our 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal;

•Proposal TWO: To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•Proposal THREE: To approve, on a non-binding, advisory basis, the compensation of our named executive officers as reported in this Proxy Statement.

In addition, any other matters that properly come before the Annual Meeting, or any adjournment or postponement thereof will be considered. Management is not presently aware of any other business that might come before the Annual Meeting.

Recommendation of the Board

The Board has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the election to the Board of each of the director nominees (“Proposal ONE”); FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal TWO”); and FOR the approval on a non-binding, advisory basis, of the compensation of our named executive officers as reported in this Proxy Statement (“Proposal THREE”).

Who May Vote

Our Class A Common Stock and Class B Common Stock are the only classes of securities that entitle holders to vote generally at meetings of the Company’s stockholders. Holders of our Common Stock will vote together as a single class on all matters presented at the Annual Meeting. Each share of Common Stock outstanding at the close of business on March 18, 2026 (the “Record Date”) entitles the holder to one vote at the Annual Meeting. On the Record Date, there were 69,415,429 shares of Class A Common Stock outstanding held by one stockholder of record and 10,758,435 shares of Class B Common Stock outstanding held by five stockholders of record (which amounts of stockholders do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures

If on the Record Date you hold shares of our Common Stock that are represented by stock certificates, or registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote via the Internet at the Annual Meeting, or prior to the Annual Meeting by telephone or through the Internet.

If you are a stockholder of record, you may vote your shares of Common Stock electronically during the live webcast for the Annual Meeting by visiting www.virtualshareholdermeeting.com/WHD2026. To enter the Annual Meeting, you will need the 16-digit control number that is printed on the Notice or proxy card you received. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start approximately fifteen minutes before the meeting on May 12, 2026.

Instructions for voting prior to the Annual Meeting by using the Internet are printed on the Notice and the proxy card. In order to vote prior to the Annual Meeting through the Internet, you should have your Notice or proxy

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card available so you can input the required information from the Notice or proxy card, and log onto the Internet website address. When you log onto the Internet website, you will receive instructions on how to vote your shares of Common Stock. Alternatively, if you received a paper copy of the proxy materials by mail, you may vote by telephone by following the instructions on the proxy card or by completing and returning the proxy card by mail. Unless subsequently revoked, shares of Common Stock represented by a proxy submitted as described herein and received at or before the Annual Meeting will be voted in accordance with the instructions on the proxy.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by way of the Internet or telephone, or by completing and returning any proxy card you received. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of the Board stated in this Proxy Statement.

Any proxy given pursuant to this solicitation may be revoked by the person submitting such proxy at any time before its use by (1) delivering a written notice of revocation addressed to Cactus, Inc., Attn: General Counsel, 920 Memorial City Way, Suite 300, Houston, Texas 77024, (2) voting again by Internet or telephone, (3) completing and returning a proxy card bearing a later date or (4) voting during the live webcast for the Annual Meeting. Your last vote or proxy will be the vote or proxy that is counted. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request.

If on the Record Date you hold shares of our Common Stock in an account with a brokerage firm, bank or other nominee, then you are a beneficial owner of the shares and hold such shares in “street name,” and these proxy materials will be provided to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account with them, and the nominee has enclosed or provided voting instructions for you to use in directing it how to vote your shares. The nominee that holds your shares, however, is considered the stockholder of record for purposes of voting at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the voting instructions provided to you to ensure that your vote is counted.

If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your shares, your shares may constitute “broker non-votes.” Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. We will report the final results in a Current Report on Form 8-K that we will file with the SEC after the Annual Meeting.

Stockholders may receive more than one set of voting materials, including multiple copies of the Notice, these proxy materials, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one Notice. You should vote in accordance with all Notices and sets of proxy materials you receive relating to our Annual Meeting to ensure that all of your shares are counted.

Attending the Virtual Annual Meeting

You are entitled to participate in the Annual Meeting if you were a holder of Common Stock at the close of business on March 18, 2026, the Record Date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote and ask questions, you must access the meeting website at www.virtualshareholdermeeting.com/WHD2026, enter the 16-digit control number found on your Notice or proxy card, and follow the instructions on the website.

If your shares of Common Stock are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may participate in the virtual

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meeting, including to vote and ask questions, with the 16-digit access code indicated on that voting instruction form or Notice.

The meeting webcast will begin promptly at 9:00 a.m. Central Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, information for live technical support can be found at the meeting website at www.virtualshareholdermeeting.com/WHD2026.

We will answer questions during the Annual Meeting that are pertinent to the Company as time permits. For appropriate questions that are not otherwise addressed during the Annual Meeting, we will publish our responses on our Investor Relations website after the meeting, or communicate the relevant response directly to the submitting stockholder.

Quorum Requirement for the Annual Meeting

The presence at the Annual Meeting, whether in person or by valid proxy, of the persons holding a majority of shares of Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum. On the Record Date, there were 69,415,429 shares of Class A Common Stock outstanding and 10,758,435 shares of Class B Common Stock outstanding. Abstentions (i.e., if you or your broker marks “ABSTAIN” on a proxy) and broker non-votes will be considered to be shares present at the Annual Meeting for purposes of establishing a quorum.

Broker Non-Votes

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal, and generally occur because the broker (1) does not receive voting instructions from the beneficial owner and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on Proposal TWO, the ratification of our independent registered public accounting firm, for beneficial owners who have not provided voting instructions. However, without voting instructions from the beneficial owners, brokers cannot vote on “non-routine” proposals, including the proposals other than Proposal TWO.

Required Votes

Proposal ONE – Election of Directors. Since this is an Uncontested Election (as defined in the Company’s Amended and Restated Bylaws), each director will be elected by the affirmative vote of the majority of the votes validly cast by holders of shares entitled to vote on the election of directors at the Annual Meeting. For purposes of the required vote for Proposal ONE, since this is an Uncontested Election, a majority of the votes cast means that the number of votes “for” a director must exceed the number of “withhold” or “against” votes received by that director. Since this is an Uncontested Election, if the number of shares voted “for” an incumbent director nominee does not exceed the number of “withhold” or “against” votes received by such director nominee, such director shall be deemed to have tendered his or her resignation to the Board for consideration following the certification of the election results. The Nominating and Governance Committee of the Company shall consider such resignation and make a recommendation to the Board on whether to accept or reject such director’s resignation, or whether other action should be taken. The Board shall then consider each such tendered resignation and act on each, taking into account its fiduciary duties to the Company and the stockholders. Within 90 days from the date of the certification of the election results, the Company shall publicly disclose the decision of the Board, and, if applicable, the Board’s reason for rejecting any such tendered resignation(s).

Abstentions and broker non-votes will not be counted as votes “for”, “against” or “withhold” in determining the outcome of the election of directors.

Proposal TWO – Ratification of our Independent Registered Public Accounting Firm. Approval of the proposal to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to be voted on the matter at the Annual Meeting. Broker

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non-votes are not taken into account in determining the outcome of this proposal, and abstentions will have the effect of a vote against this proposal.

Proposal THREE – Advisory Vote on Compensation of our Named Executive Officers. Approval on a non-binding, advisory basis, of the compensation of our named executive officers as reported in this Proxy Statement requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to be voted on the matter at the Annual Meeting. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no legal effect on this proposal.

Default Voting

A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted “FOR” the election to the Board of each of the director nominees listed in Proposal ONE, “FOR” Proposal TWO, and “FOR” Proposal THREE.

If any other business properly comes before the stockholders for a vote at the meeting, your shares will be voted in accordance with the discretion of the holders of the proxy.

Other Matters to Be Voted on at the Annual Meeting

The Board is not currently aware of any business to be acted on at the Annual Meeting other than that which is described in the Notice of the 2026 Annual Meeting of Stockholders and this Proxy Statement. If, however, other matters are properly brought to a vote at the Annual Meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event that any of the director nominees named herein becomes unable to serve, or for good cause will not serve, the persons designated as proxies will have discretion to vote for a substitute nominee selected by the Board. In the event there is a proposal to adjourn or postpone the Annual Meeting, the persons designated as proxies will have discretion to vote on that proposal.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

The Board has nominated (i) the following individuals for election as Class II directors of the Company: Joel Bender, Alan Semple and Tana Utley, and (ii) the following individuals for election as Class III directors of the Company: Scott Bender and Gary Rosenthal, in each case, to serve for a one-year term beginning at the Annual Meeting and expiring at our 2027 Annual Meeting of Stockholders and until they are re-elected, or their successors are elected and qualified or until their earlier death, resignation or removal.

Joel Bender, Alan Semple, Scott Bender and Gary Rosenthal are currently serving as directors of the Company.

As previously disclosed, Melissa Law, who has served as a director of the Company since 2020, and Bruce Rothstein, who has served as a director of the Company since 2011, advised the Company that they will not stand for re-election at the Annual Meeting. The Board has nominated Tana Utley as a new independent director to succeed Melissa Law. Further, effective immediately before the Annual Meeting, the size of the Board will be reduced to eight directors.

Biographical information for each director nominee is contained in the “Directors and Executive Officers” section below.

The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced, or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

Vote Required

Since this is an Uncontested Election (as defined in the Company’s Amended and Restated Bylaws), the election of directors in this Proposal ONE requires the affirmative vote of a majority of the votes validly cast on the election of directors. For purposes of the required vote for this Proposal ONE, since this is an Uncontested Election, a majority of the votes cast means that the number of votes “for” a director must exceed the number of “withhold” or “against” votes received by that director. Since this is an Uncontested Election, if the number of shares voted “for” an incumbent director nominee does not exceed the number of “withhold” or “against” votes received by such director nominee, such director shall be deemed to have tendered his or her resignation to the Board for consideration following the certification of the election results. The Nominating and Governance Committee of the Company shall consider such resignation and make a recommendation to the Board on whether to accept or reject such director’s resignation or whether other action should be taken. The Board shall then consider each such tendered resignation and act on each, taking into account its fiduciary duties to the Company and the stockholders. Within 90 days from the date of the certification of the election results, the Company shall publicly disclose the decision of the Board, and, if applicable, the Board’s reason for rejecting any such tendered resignation(s).

Abstentions and broker non-votes will not be counted as votes “for”, “against” or “withhold” in determining the outcome of the election of directors.

Recommendation

The Board unanimously recommends that stockholders vote FOR the election to the Board of each of the director nominees.

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DIRECTORS AND EXECUTIVE OFFICERS

The director nominees, persons who will remain directors after the Annual Meeting, and executive officers of the Company are:

Name

Age

Title

Scott Bender

Chief Executive Officer, Chairman of the Board of Directors and Director

Joel Bender

President and Director

Michael McGovern

Director, Compensation Committee Chairman and Audit Committee member

John (Andy) O’Donnell

Director, Compensation Committee member and Nominating and Governance Committee member

Gary Rosenthal

Lead Independent Director of the Board, Nominating and Governance Committee Chairman and Compensation Committee member

Alan Semple

Director, Audit Committee Chairman and Nominating and Governance Committee member

Tym Tombar

Director, Audit Committee member and Compensation Committee member

Tana Utley*

First-Time Director Nominee

Steven Bender

Chief Operating Officer

Jay A. Nutt

Executive Vice President and Chief Financial Officer

William Marsh

Executive Vice President, General Counsel and Corporate Secretary

Stephen Tadlock

Executive Vice President, Chief Executive Officer of the Spoolable Technologies segment and Chief Executive Officer of Cactus International.

*The Board will determine Ms. Utley's committee assignments following her election to the Board.

Prior to the 2025 annual meeting of stockholders, our Board had been divided into three classes serving staggered three-year terms. In connection with the 2024 annual meeting of stockholders, the Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation (which we refer to as the “Charter”) to remove the three separate classes of directors of the Board and replace them with one class of directors over a three-year phase-in period (the “Declassification Amendment”). As a result, (i) the Class II directors were elected at the 2025 annual meeting of stockholders to serve for a term of one year, (ii) the Class II and III directors will be elected at the Annual Meeting to serve for a term of one year, and (iii) the Class I, II and III directors will be elected at the 2027 Annual Meeting of stockholders to serve for a term of one year, at which time all directors will be elected to serve for one year terms at all subsequent Annual Meetings of stockholders. Mr. Joel Bender, Ms. Melissa Law and Mr. Alan Semple are currently designated as Class II directors, and assuming the stockholders re-elect Mr. Joel Bender and Mr. Alan Semple and elect Ms. Utley to the Board as set forth above in “Proposal One: Election of Directors,” their terms of office will expire in 2027. Messrs. Scott Bender, Rothstein and Rosenthal are designated as Class III directors, and assuming the stockholders re-elect Messrs. Scott Bender and Rosenthal to the Board as set forth above in “Proposal One: Election of Directors,” their terms of office will expire in 2027. Messrs. McGovern, O’Donnell and Tombar are designated as Class I directors, and their terms of office will expire in 2027.

Set forth below is biographical information about each of our director nominees, persons who will remain directors after the Annual Meeting and executive officers.

Our Director Nominees and Persons who will Remain Directors After the Annual Meeting

Scott Bender—Chief Executive Officer, Chairman of the Board of Directors and Director. Scott Bender has been our Chairman of the Board since August 2023, and the Chief Executive Officer and one of our directors since 2011, when he and Mr. Joel Bender founded Cactus Wellhead, LLC (“Cactus LLC”). He served as our President from 2011 to August 2023. Prior to founding Cactus LLC, Mr. Bender was President of Wood Group Pressure Control from 2000 to 2011. He began his career in 1977 as President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996. Mr. Bender graduated

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from Princeton University in 1975 with a Bachelor of Science in Engineering and the University of Texas at Austin in 1977 with a Master of Business Administration. We believe that Mr. Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our Board and qualifies him to serve on our Board. Mr. Bender is the father of Steven Bender, our Chief Operating Officer, and the brother of Joel Bender, our President and one of our directors.

Joel Bender—President and Director. Joel Bender has been our President since August 2023 and one of our directors since 2011, when he and Mr. Scott Bender founded Cactus LLC. He served as our Senior Vice President and Chief Operating Officer from 2011 to August 2023. Prior to founding Cactus LLC, Mr. Bender was Senior Vice President of Wood Group Pressure Control from 2000 to 2011. He began his career in 1984 as Vice President of Cactus Wellhead Equipment, a subsidiary of Cactus Pipe that was eventually sold to Cooper Cameron Corporation in 1996. Mr. Bender graduated from Washington University in 1981 with a Bachelor of Science in Engineering and the University of Houston in 1985 with a Master of Business Administration. We believe that Mr. Bender’s significant experience in the oilfield services industry and his founding and leading of Cactus LLC bring important skills to our Board and qualifies him to serve on our Board. Mr. Bender is the brother of Scott Bender, our Chief Executive Officer, Chairman of the Board of Directors and one of our directors, and the uncle of Steven Bender, our Chief Operating Officer.

Michael McGovern—Director. Mr. McGovern has served as one of our directors since 2011. In February 2021, Mr. McGovern was elected Chairman of the board of directors of Superior Energy Services, Inc. (“Superior”) and in March 2021, he assumed the role as Superior’s principal executive officer. In January 2022 and May 2024, he stepped down as Superior's principal executive officer and Executive Chairman of the Board, respectively. During 2024, he joined the boards of two private companies, SEKO Logistics and Liberty Lift Solution. He served on the board of directors of Ion Geophysical (NYSE:IO) from June 2019 until August 2022. He served on the board of directors of Nuverra Environmental Solutions, Inc. from August 2017 until February 2022. Mr. McGovern graduated from the Centenary College of Louisiana in 1973 with a Bachelor of Science in Business. We believe Mr. McGovern’s qualifications to serve on our Board include his 40 years of experience in the energy industry and his extensive executive leadership and management experience, including as the chief executive officer of several public companies.

John (Andy) O’Donnell—Director. Mr. O’Donnell has served as one of our directors since January 2015. Mr. O’Donnell served as an officer of Baker Hughes Incorporated from 1998 until his retirement in January 2014. In his most recent role he served as Vice President, Office of the CEO of Baker Hughes Incorporated. Prior to that he held multiple leadership positions within Baker Hughes Incorporated, including President of Western Hemisphere, President of BJ Services, President of Baker Petrolite and President of Baker Hughes Drilling Fluids. He was responsible for the process segment, which was divested in early 2004. Mr. O’Donnell also managed Project Renaissance, an enterprise‑wide cost savings effort, completed in 2001. Prior to that he served as Vice President Manufacturing for Baker Oil Tools and Plant Manager for Hughes Tool Company. He joined Hughes Tool Company in 1975 starting his career as a systems analyst. Mr. O’Donnell served as an officer and aviator in the U.S. Marine Corps and holds a B.S. degree from the University of California, Davis. He was a member of the board of directors of CIRCOR International, Inc., where he served on the Compensation Committee and the Nominating and Governance Committee, until October 2023 when the company was acquired. We believe Mr. O’Donnell’s qualifications to serve on our Board include his years of experience in the energy industry and his extensive executive leadership and management experience, including as an officer of Baker Hughes Incorporated from 1998 until 2014.

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Gary Rosenthal—Director. Mr. Rosenthal has served as one of our directors since January 2018 and was appointed as Lead Independent Director of the Board in August 2023. Mr. Rosenthal has been a partner in The Sterling Group, L.P. and/or one or more of its funds since January 2005. The Sterling Group is a private equity firm based in Houston, Texas. From October 2013 until February 2018, he was Chairman of the Board of Safe Fleet Investments LLC, a privately held Sterling Group portfolio company. He served as Chairman of the Board of Highline Aftermarket LLC, a former privately held Sterling Group investment, from September 2019 until October 2020 and as a director from April 2016 until October 2020. Mr. Rosenthal served as Chairman of the Board of Greenbridge Investments LLC from March 2019 until February 2026 and Evergreen Recycling Investments LLC from June 2021 until February 2026. He currently serves as a director of Ergotron Investments LLC since July 2022. Greenbridge Investments LLC, Evergreen Recycling Investments LLC and Ergotron Investments LLC all are or were privately held Sterling Group portfolio companies. From 2001 until 2018, Mr. Rosenthal served as a director and chairman of the Compensation Committee of Oil States International, Inc. He also served as Chairman of the Board of privately held Hydrochem Holdings, Inc. from May 2003 until December 2004. From August 1998 to April 2001, he served as Chief Executive Officer of AXIA Incorporated, a privately held diversified manufacturing company. Beginning in 1991, Mr. Rosenthal served as Executive Chairman and then after its initial public offering until August 1994, as Chairman and Chief Executive Officer of Wheatley-TXT Corp., a manufacturer of pumps and valves for the oilfield. Mr. Rosenthal holds J.D. and A.B. degrees from Harvard University. We believe that Mr. Rosenthal’s qualifications to serve on our Board include his extensive executive leadership experience and his experience in the energy sector.

Alan Semple—Director. Mr. Semple has served as one of our directors since April 2017. He currently serves as our Audit Committee chairman. Since December 31, 2024, Mr. Semple has served as a member of the Board of Directors and Chairman of the Audit Committee of Teekay Tankers Ltd, a leading provider of international crude oil marine transportation services. Between December 2015 and December 2024, Mr. Semple served as a member of the board of directors and the Audit Committee of Teekay Corporation and as the Audit Committee Chairman from March 2018. Between May 2019 and January 2022, Mr. Semple served as a member of the Board of Directors and Chairman of the Audit Committee of Teekay GP, LLC, the general partner of Teekay LNG Partners, LP. He was formerly Director and Chief Financial Officer at John Wood Group PLC (Wood Group), a provider of engineering, production support and maintenance management services to the oil and gas and power generation industries, a role he held from 2000 until his retirement in May 2015. Prior to this, he held a number of senior finance roles in Wood Group since 1996. Mr. Semple graduated from the University of Strathclyde (Glasgow, Scotland) in 1979 with a Bachelor of Arts degree in Business Administration and is a member of the Institute of Chartered Accountants of Scotland. We believe that Mr. Semple’s over 30 years of finance experience, primarily in the energy industry, makes him qualified to serve on our Board.

Tym Tombar—Director. Mr. Tombar has served as one of our directors since July 2021. Mr. Tombar is a Managing Director and Co-Founder of Arcadius Capital Partners and its predecessor SW Capital Partners. Since 2011, Arcadius Capital Partners, an energy private equity firm, has invested growth capital into start-ups and early-stage companies in the upstream oil and gas industry. From 2007 to 2011, he was a Managing Director and co-head of Scotiabank’s Energy Private Equity group. He has served on the board of directors of Stellar Bancorp, Inc. (NYSE:STEL) since June 2024. Since 2007, Mr. Tombar has served on the boards of over 12 private oil and gas companies. Prior to April 2007, he was a Vice President with Goldman, Sachs & Co. (“Goldman”) and led deal teams through sourcing, execution, and management of a variety of primary market energy investments in securities and loans. Prior to that, Mr. Tombar worked in Goldman’s Investment Banking Division in New York, London and Houston, where he advised several upstream oil and gas, oilfield services and petrochemical clients and executed a variety of transactions for public and private oil and gas companies. Mr. Tombar began his career with Goldman in its Energy & Power Principal Investment Area and Banking Group based in New York in 1994. Mr. Tombar graduated with a Master of Business Administration from Stanford University’s Graduate School of Business and a Bachelor of Arts degree in Applied Math from Harvard University. We believe Mr. Tombar’s qualifications to serve on our Board include his executive leadership and 25 years of investment and finance experience in the energy industry.

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Tana Utley—Director Nominee. Ms. Utley has been nominated for election as a director at the Annual Meeting. Ms. Utley is a retired Vice President for Caterpillar Inc. ("Caterpillar"), a manufacturer of construction and mining equipment, engines, turbines, and locomotives. She was an officer at Caterpillar for over 13 years of her 36-year tenure, serving most recently as Vice President of the Large Power Systems Division from 2013 to 2022, and held a number of roles with Caterpillar, including a variety of engineering and general management positions during that time. Ms. Utley has served in key engineering and leadership roles in the development of near-zero-emissions engines, and she has held general management positions in Caterpillar's components and engines businesses. Ms. Utley currently serves on the Board of Woodward, Inc. and SPX Technologies, Inc. Ms. Utley earned her bachelor's degree in mechanical engineering from Bradley University and M.S. in management from the Massachusetts Institute of Technology. We believe Ms. Utley's qualifications to serve on our Board include her experience in international manufacturing as an officer of Caterpillar as well as experience on other public company boards.

Our Executive Officers

Steven Bender—Chief Operating Officer. Mr. Steven Bender has been our Chief Operating Officer since August 2023. He served as our Vice President of Operations from 2011 to August 2023. From 2005 to 2011, Mr. Bender served as Rental Business Manager of Wood Group Pressure Control. Mr. Bender graduated from Rice University in 2005 with a Bachelor of Arts in English and Hispanic Studies and the University of Texas at Austin in 2010 with a Master of Business Administration. Mr. Bender is the son of Scott Bender, our Chief Executive Officer, Chairman of the Board of Directors and one of our directors and the nephew of Joel Bender, our President and one of our directors.

Jay A. Nutt - Executive Vice President and Chief Financial Officer. Mr. Nutt was appointed Executive Vice President, Chief Financial Officer and Treasurer effective June 3, 2024. He served as Treasurer of the Company from June 3, 2024, until December 31, 2025. Mr. Nutt is a long-tenured financial executive, having served from 2018 until 2021 as Senior Vice President and Chief Financial Officer of ChampionX Corporation (“ChampionX”) and its predecessor Apergy Corporation, prior to its merger with ChampionX Holding, Inc. the upstream energy business of Ecolab, Inc. Prior to ChampionX and Apergy Corporation, Mr. Nutt served in various financial leadership capacities with TechnipFMC plc and FMC Technologies, including as Senior Vice President and Controller from 2017 to 2018, Vice President, Controller and Treasurer from 2015 to 2017, and Vice President and Controller from 2009 through October 2015. Mr. Nutt became Corporate Controller of FMC Technologies, Inc. in 2008 and prior to that held multiple positions in FMC Corporation and FMC Technologies, leading the financial operations of multiple business units. Mr. Nutt received his undergraduate degree in accounting from Michigan State University and an MBA from Loyola University of Chicago.

William Marsh—Executive Vice President, General Counsel and Corporate Secretary. Mr. Marsh was appointed Executive Vice President and General Counsel in August 2023. Prior to that he served as General Counsel and Vice President of Administration from May 2022, when he joined the Company, until August 2023. Mr. Marsh was previously of counsel with the law firm of Bracewell LLP representing clients in a variety of corporate matters. From 2017 until 2020 he was the Chief Legal Officer of Baker Hughes Company. He served as the Vice President and General Counsel of Baker Hughes Incorporated from 2013 to 2017. Prior to that, he held various executive, legal and corporate roles within Baker Hughes Incorporated. Mr. Marsh was a partner with the law firm of Ballard Spahr prior to joining Baker Hughes in 1998. From March 2015 to March 2017, he served as a member of the Board of Directors of Altabank (NASDQ: ALTA). He has served as a member of the Board of Directors of the Houston World Affairs Council and the Advisory Board of the University of Houston Center for US and Mexican Law. Mr.

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Marsh obtained a Bachelor of Science in Accounting in 1985 and a Juris Doctor in 1989 from Brigham Young University.

Stephen Tadlock—Executive Vice President, Chief Executive Officer of the Spoolable Technologies segment and Chief Executive Officer of Cactus International.. Mr. Tadlock has been our Executive Vice President and the Chief Executive Officer of our Spoolable Technologies segment since November 2023. He was appointed Chief Executive Officer of Cactus International effective January 1, 2026. He served as our Vice President, Chief Financial Officer and Treasurer from March 2019 until November 2023. He continued to serve as Treasurer until June 2024. He served as our Vice President and Chief Administrative Officer from March 2018 until March 2019 and joined our company in June 2017 as our Vice President of Corporate Services. Mr. Tadlock previously worked at Cadent Energy Partners from 2007 to 2017, where he most recently served as a Partner from 2014 to 2017. While at Cadent Energy Partners, Mr. Tadlock managed investments across all energy sectors and worked with Cactus LLC since its founding in 2011 as a board observer. Prior to joining Cadent Energy Partners, Mr. Tadlock was a consultant to Cairn Capital, a London based asset management firm. Previously he was associate to the CEO of SoundView, a publicly traded investment bank in Old Greenwich, Connecticut. Mr. Tadlock began his career as an analyst at UBS Investment Bank in New York, New York. Mr. Tadlock served as a director and chairman of Polyflow Holdings, LLC until his resignation in 2018. Mr. Tadlock also served as a director of Composite Energy Services, LLC and Energy Services Holdings, LLC until his respective resignations in 2017. Mr. Tadlock graduated from Princeton University in 2001 with a Bachelor of Science in Engineering in Operations Research and from the Wharton School at the University of Pennsylvania in 2007 with a Master of Business in Administration.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis required by Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”) with management of the Company, and, based on such review and discussions, the Compensation Committee recommended to the Board that such Compensation Discussion and Analysis be included in the Company’s Proxy Statement for the 2026 annual meeting and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.


			Compensation Committee of the Board of Directors of Cactus, Inc.
			Michael McGovern, Chairman Melissa Law, Member John (Andy) O’Donnell, Member Gary Rosenthal, Member Tym Tombar, Member

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis ("CD&A") provides information about the compensation objectives and policies for any person serving as our principal executive officer or principal financial officer, and our three other most highly compensated executive officers (collectively our named executive officers or “NEOs”) during the last completed fiscal year and is intended to place in perspective the information contained in the executive compensation tables that follow this discussion. Throughout this discussion, the following individuals are referred to as our NEOs and are included in the Summary Compensation Table which follows:


Name						Position
Scott Bender						Chief Executive Officer, Chairman of the Board and Director
Joel Bender						President and Director
Stephen Tadlock(1)						Executive Vice President, Chief Executive Officer of the Spoolable Technologies Segment and Chief Executive Officer of Cactus International
Jay A. Nutt(2)						Executive Vice President and Chief Financial Officer
Steven Bender						Chief Operating Officer

(1) Mr. Tadlock was appointed Chief Executive Officer of Cactus International effective January 1, 2026.

(2) Mr. Nutt served as Treasurer of the Company through December 31, 2025.

Executive Compensation Philosophy and Objectives

The core principle of our executive compensation philosophy is to pay for performance that is aligned with our business strategy and drives growth in shareholder value over the short and long term. Accordingly, a significant portion of the compensation that we pay to our NEOs is in the form of variable, “at-risk” cash and equity incentives. The following compensation objectives are considered in setting the compensation components for our executive officers:

•Attraction and retention: providing compensation opportunities that reflect competitive market practices so that we can attract and retain key executives responsible not only for our continued growth and profitability, but also for ensuring proper corporate governance while carrying out the goals and plans of the Company;

•Paying for performance: linking a significant portion of compensation to variable, “at-risk” incentive compensation with realized values dependent upon financial, operational, and stock price performance to ensure that compensation earned by our NEOs reflects our performance; and

•Shareholder alignment: providing a balance of short-term and long-term incentive opportunities with a majority of NEO compensation in the form of equity in order to ensure alignment of interests between our NEOs and our shareholders, and to promote an ownership culture among our executive officers.

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Our compensation philosophy is supported by the following pay elements:

Grounding Principles

Element

Key Characteristic

Attraction & Retention

Pay for Performance

Shareholder Alignment

Base Salary

• Annual fixed cash compensation

• Critical factor in attracting and retaining qualified talent

Short-term Incentives (STI)

• Annual variable cash award

• Awards are tied to achievement of key financial and safety objectives

Long-term Incentives (LTI)

• Provided in the form of performance-based and time-based equity

• Promotes alignment with shareholders by tying a majority of NEO compensation to creation of long-term value and by encouraging NEOs to build meaningful equity ownership

Target Pay Mix

The charts below show the target mix of total direct compensation of our Chief Executive Officer and our other NEOs for 2025. These charts illustrate that a majority of total direct compensation is at-risk, including 83% for our Chief Executive Officer, and an average of 78% for our other NEOs).

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Compensation Program Governance

We have worked extensively and deliberately to develop a thoughtful, fair, and effective executive compensation program that helps us to deliver long-term sustainable growth to our shareholders. The following chart highlights several features of our compensation practices that are intended to meet our objectives:

What We Do

What We Don’t Do

Significant majority of pay at risk

No excessive perquisites

50% of NEO LTI value performance-based

No guaranteed bonuses

Focus on return of capital

No excise tax gross-ups

Balance of short-term and long-term incentives

No hedging, pledging or short sales by insiders

Clawback policy for NEOs that applies to cash and equity incentives

No option repricing

Share ownership guidelines for NEOs and directors

Regularly evaluate risks of our compensation policy

Independent compensation consultant

One-year minimum vesting requirement for LTIP grants

Say-on-Pay and Say-on-Frequency

At our 2025 Annual Meeting, we held a “say-on-frequency” vote, pursuant to which a majority of our stockholders expressed their preference for an advisory vote on executive compensation (a “say-on-pay vote”) occurring every one year, and we have implemented this frequency. Our last say-on-pay vote occurred at our 2025 Annual Meeting. The next advisory vote will therefore be held at this 2026 Annual Meeting.

Our Compensation Committee values the opinions of our shareholders regarding NEO compensation. The Compensation Committee welcomes feedback from shareholders on the topic of executive compensation and is open to dialogue with shareholders on the topic. At the 2025 Annual Meeting, we held a say-on-pay vote, pursuant to which our stockholders expressed their support regarding our executive compensation program, with approximately 99% of the shares of our Common Stock voted on the matter voting to approve the compensation of our NEOs. In reviewing our program, our Compensation Committee considered the results of the 2025 say-on-pay vote and the support expressed by stockholders in their overall assessment of our programs. Our Compensation Committee elected to apply similar principles in determining the types and amounts of compensation to be paid to our NEOs for 2025.

How We Make Compensation Decisions

Role of the Compensation Committee

The Compensation Committee has the responsibility for reviewing and approving the compensation policies, programs, and plans for our senior officers (including our NEOs) and our non-employee directors. The Compensation Committee’s responsibilities include administering our Management Incentive Plan (“MIP”), which provides for annual cash incentive opportunities, and the Cactus, Inc. Long Term Incentive Plan, as amended (the “LTIP”), which provides for the grant of equity-based awards. In addition, the Compensation Committee regularly reviews current best compensation and governance practices to ensure that our executive compensation program is consistent with recent developments and market practice. In overseeing the compensation of our directors and officers, our Compensation Committee considers various analyses and perspectives provided by its independent compensation consultant and by Company management. Subject to Board approval in certain circumstances, the Compensation Committee has the sole authority to make final decisions with respect to our executive compensation program, and the Compensation Committee is under no obligation to use the input of other parties. For more detailed

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information regarding the Compensation Committee, please refer to the Compensation Committee Charter, which may be accessed via our website at www.cactuswhd.com by selecting “Investors,” and then “Governance & Sustainability Documents.”

Role of Executive Officers in Compensation Decisions

With respect to the compensation of the NEOs other than our Chief Executive Officer, the Compensation Committee considers the recommendations of our Chief Executive Officer and each NEO’s individual performance. In light of our NEOs’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation Committee requests that our CEO provide the initial recommendations on the appropriate goals for the qualitative and quantitative performance metrics used in our short-term cash incentive program. However, the Committee is under no obligation to follow those recommendations, and only Compensation Committee members are allowed to vote on decisions regarding NEO compensation.

The Compensation Committee may invite any NEO to attend Compensation Committee meetings to report on the Company’s progress with respect to the annual quantitative and qualitative performance metrics, but any such officer is excluded from any decisions or discussions regarding his individual compensation. In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers.

Role of Independent Compensation Consultant

Pearl Meyer & Partners, LLC (“Pearl Meyer”) serves as independent compensation consultant for, and reports directly to, the Compensation Committee. Representatives of Pearl Meyer attend Compensation Committee meetings as requested and communicate with the Compensation Committee informally between meetings as necessary. Pearl Meyer assists and advises the Compensation Committee on all aspects of our executive compensation program. Services provided by the independent compensation consultant include:

•reviewing the compensation and stock performance of peer companies and recommending changes to our peer group, as necessary;

•reviewing executive compensation based on an analysis of market-based compensation data;

•analyzing the effectiveness of our executive compensation program and recommending changes, as necessary; and

•evaluating how well our executive compensation adheres to program objectives.

To facilitate the delivery of these services to the Compensation Committee, Pearl Meyer interfaces with our management, primarily with our General Counsel. In 2025, Pearl Meyer did not provide any material services to the Company other than those requested by the Compensation Committee in Pearl Meyer’s role as the Committee’s independent advisor. Other than those services requested by the Compensation Committee, Pearl Meyer did not have any business or personal relationships with members of the Compensation Committee or executives of the Company, did not own any of the Company’s common stock and maintained policies and procedures designed to avoid such conflicts of interest. As such, the Compensation Committee determined the engagement of Pearl Meyer in 2025 did not create any conflicts of interest.

Role of Competitive Benchmarking

The Compensation Committee periodically evaluates the Company’s executive compensation against that of comparable companies. The Compensation Committee does not set specific percentile goals against competitive data for purposes of determining executive compensation levels. In establishing individual compensation levels, the Committee considers this competitive data as well as a variety of other factors including individual performance, competencies, scope of responsibility and internal equity.

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The Compensation Committee considers the competitive market to consist of the oilfield services industry broadly, as well as other similarly sized companies in related industries that could potentially compete with us for executive talent. The Committee periodically reviews data for a selected peer group approved by the Compensation Committee (the “peer group”), as well as for broader general industry companies of comparable size and business complexity (compensation survey data), as provided to the Committee by their independent advisor. In selecting comparison companies, the Compensation Committee considers various factors including each company’s participation in the energy services sector as well as market capitalization, annual revenues, business complexity, profitability, returns on equity and assets, the number of divisions/segments, countries in which they operate and total number of employees. The selected peer companies are reviewed from time to time to ensure their continued appropriateness for comparative purposes. For the 2025 compensation analysis, the Company used the following peer group companies:


2025 Compensation Peer Group
Archrock, Inc.			Kodiak Gas Services, Inc.
Atlas Energy Solutions Inc.			Liberty Energy Inc.
ChampionX Corporation			ProFrac Holding Corp.
Expro Group Holdings N.V.			ProPetro Holding Corp.
Helix Energy Solutions Group, Inc			RPC, Inc.
Helmerich & Payne, Inc.			USA Compression Partners, LP

Elements of Compensation

Base Salary

Base salary is the guaranteed element of an executive’s direct compensation and is intended to provide a foundation for a competitive overall compensation opportunity for the executive. The Compensation Committee reviews each executive’s base salary annually. Executive officer base salaries are determined after an evaluation that considers the executive’s prior experience and breadth of knowledge. The Compensation Committee also considers compensation data from peer group companies and other similarly sized companies in businesses comparable to the Company’s, the Company’s and the executive’s performance, the executive’s aggregate compensation (including at risk compensation) and any significant changes in the executive’s responsibilities. The Compensation Committee considers all of these factors together plus, overall industry conditions.Base salaries for 2026 were adjusted by the Compensation Committee based on various factors, including the executives' expanded responsibilities and peer companies following the acquisition of a majority interest in Baker Hughes' Surface Pressure Control business.

The following table details our NEOs’ base salaries for 2024 and 2025 as well as their recently approved base salaries for 2026.


Name (1)	2024 Base Salary		2025 Base Salary		2026 Base Salary
Scott Bender	$	450,000	$	450,000	$	750,000
Joel Bender	450,000		450,000		600,000
Stephen Tadlock	450,000		450,000		550,000
Jay A. Nutt	450,000(1)		450,000		525,000
Steven Bender	450,000		450,000		525,000

(1)This amount represented Mr. Nutt’s 2024 base salary, on an annualized basis.

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Short-Term Incentives

Our NEOs are eligible for an annual incentive bonus which is designed to focus executives on execution of our annual plan, which is linked to our long-term strategy. Execution against our annual corporate plan is important to drive long-term shareholder value by improving financial strength, managing costs and investing in projects that will deliver future value. We employ financial and safety performance metrics to further specific objectives of our strategy, such as Adjusted EBITDA, Operating Capital Employed (“OCE”) divided by revenue, and total recordable incident rate (“TRIR”). OCE, a non-GAAP financial measure, is defined as the sum of i) accounts receivable, net, ii) inventories, iii) prepaid expenses and other current assets, iv) property and equipment, net, and v) other noncurrent assets minus the sum of x) accounts payable and y) accrued expenses and other current liabilities.

In February 2025, the Board approved the 2025 Management Incentive Plan (the “2025 MIP”). Under the 2025 MIP, all eligible employees, including NEOs, were eligible to receive base cash bonus payments equal to a certain specified percentage of their annual base salaries (“Target Bonus”) in the event that the Company met the specified performance targets. Bonuses are calculated as a percentage of actual base salary paid in 2025. The approved 2025 Target Bonus percentage for each NEO, which has remained unchanged from 2023 (or, for Mr. Nutt, since 2024 when he was hired) is set forth in the table below.


Name						Target Bonus %
Scott Bender						100%
Joel Bender						100%
Stephen Tadlock						80%
Jay A. Nutt						80%
Steven Bender						80%

Target Bonus Opportunity

Performance under the MIP is assessed relative to pre-established goals approved by the Committee near the beginning of the fiscal year. For 2025, the Compensation Committee approved performance objectives under the 2025 MIP after considering a combination of factors, including alignment with the Company’s business strategy, 2025 budget, investor expectations, recommendations from management and the Committee’s assessment of management’s ability to impact outcomes. The 2025 MIP had three performance parameters on which the bonus for our NEOs (which we refer to as our “non-stretch bonus”) was calculated, including (i) Earnings Before Interest, Taxes, Depreciation and Amortization, excluding exceptional items, as defined by the Board (“Adjusted EBITDA”), which was weighted 80% of the 2025 Target Bonus, (ii) OCE divided by revenue, which was weighted 10% of the 2025 Target Bonus, and (iii) TRIR, which was weighted 10% of the 2025 Target Bonus. If the Adjusted EBITDA parameter is met in excess of Target Adjusted EBITDA, participants are eligible for a stretch bonus opportunity that provides the participant with an additional payment in an amount up to 40% of the non-stretch bonus that is actually earned. This means that, depending upon Company performance, actual payouts under the 2025 MIP may be between 0% and 140% of the Target Bonus for each NEO.

Non-Stretch Bonus

Participants begin to earn the non-stretch bonus payout with respect to the Adjusted EBITDA parameter when Adjusted EBITDA performance reaches Threshold Adjusted EBITDA, which was set at 80% of Target Adjusted EBITDA. A full bonus payout with respect to the Adjusted EBITDA parameter is earned when the Company achieves its Target Adjusted EBITDA. If Adjusted EBITDA is achieved at a level at least equal to Threshold but less than Target, the calculation of the Adjusted EBITDA portion of the bonus payout is linear between Threshold and Target.

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Participants begin to earn the non-stretch bonus payout with respect to the OCE/Revenue parameter when the Company achieves its Threshold. A full bonus payout on this parameter is earned when the Company achieves its Target. If OCE/Revenue is achieved at a level between Threshold and Target, the calculation of the OCE/revenue portion of the bonus payout is linear between Threshold and Target.

Participants begin to earn the non-stretch bonus payout when TRIR performance reaches Threshold TRIR. A full bonus payout on the TRIR parameter is achieved when safety performance reaches Target TRIR or lower. If TRIR is achieved at a level between Threshold and Target, the calculation of the TRIR portion of the bonus payout is linear between Threshold and Target. The Threshold and Target goals for each of Adjusted EBITDA, OCE/Revenue and TRIR, and the Maximum (Stretch) goal for Adjusted EBITDA, are set forth below.


	Adjusted EBITDA
	(in millions)(1)	Bonus %
Threshold	$309.1	0%
Target	$386.4	100%
Maximum (Stretch)	$463.7	140%

(1) Adjusted EBITDA is a non-GAAP financial measure. See the reconciliation of actual Adjusted EBITDA to the most comparable financial measure calculated in accordance with GAAP under “Reconciliation of GAAP to Non-GAAP Financial Measures.”


	OCE/Revenue	Payout
Threshold	64.5%	0%
Target	59.9%	100%


	TRIR	Payout
Threshold	1.20	0%
Target	1.00	100%

Stretch Bonus

As discussed above, when the Adjusted EBITDA parameter is met in excess of Target Adjusted EBITDA, participants become eligible to receive a stretch bonus that equals a percentage, up to 40%, of the non-stretch bonus that is actually earned. The maximum stretch bonus (40% of the non-stretch bonus actually earned) is achieved when Maximum (Stretch) Adjusted EBITDA is met, which was set at 120% of Target Adjusted EBITDA. If Adjusted EBITDA is achieved at a level at least equal to Target but less than Maximum (Stretch), the calculation of stretch bonus percentage is linear between Target and Maximum (Stretch) levels. The 2025 stretch bonus goals are set forth below:


	Adjusted EBITDA	Stretch
	(in millions)(1)	Bonus %
Target	$386.4	0%
Maximum (Stretch)	$463.7	40%

2025 Award Determination

For 2025, the actual Adjusted EBITDA performance was $353.0 million, which exceeded the Threshold level, but not the Target level. This resulted in the NEOs earning 56.7% of the non-stretch bonus attributable to the Adjusted EBITDA parameter. Actual OCE/Revenue performance in 2025 was 62.6%, which exceeded the Threshold level, but not the Target level and resulted in the NEOs earning 41.3% of their non-stretch bonus attributable to the OCE/Revenue parameter. The 2025 TRIR performance was 1.31, which did not exceed the

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Threshold level and resulted in the NEOs earning 0% of their non-stretch bonus attributable to the TRIR performance parameter. The tables below summarize (i) the metrics and performance standards approved for the 2025 MIP and management’s level of achievement under the plan and (ii) the calculation of the 2025 bonus payment, inclusive of the non-stretch bonus and the stretch bonus:


	($ in millions)				% of Target
Performance Parameter	Threshold	Target	Stretch	Actual
Adjusted EBITDA	$309.1	$386.4	$463.7	$353.0	91.3%
OCE/Revenue	64.5%	59.9%		62.6%	41.3%
TRIR	1.20	1.00		1.31	0%


Performance Parameter	Parameter % Earned	Weighting	Target Bonus % Earned
Adjusted EBITDA	56.7%	80.0%	45.4%
OCE/Revenue	41.3%	10.0%	4.1%
TRIR	0.0%	10.0%	0.0%
Total Non-Stretch Bonus Earned			49.5%
Stretch Component	0.0%	40.0%	0.0%
Total Bonus Percentage			49.5%

Long-Term Incentives

Our Compensation Committee has implemented the LTIP for the primary purpose of aligning the long-term interests of our NEOs and those of our shareholders and has furthered this goal through the use of multi-year vesting and realized value of equity incentives that are contingent upon our stock price performance. Equity awards under the LTIP also promote long-term share ownership by our NEOs. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock‑based awards, cash awards, substitute awards and performance awards. As of December 31, 2025, the maximum number of shares of Common Stock with respect to which awards may be issued under the LTIP was 4.9 million, subject to anti-dilution and other adjustment provisions of the LTIP. The Board has delegated to the Compensation Committee the authority to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted, and the terms and conditions of awards. In addition, the Board has granted limited authority to Scott Bender, our Chief Executive Officer, to make awards under the LTIP to certain individuals who are not executive officers. Under the LTIP, subject to limited exceptions, non-employee members of the Board may not receive awards in excess of 100,000 shares of Common Stock or, if greater, awards valued in excess of $1,500,000 in any calendar year.

Annual Grants

The Compensation Committee makes annual awards under the LTIP, and in 2025, the Compensation Committee approved LTIP awards using a mix of 50% performance stock units (“PSUs”) and 50% time-based restricted stock units (“RSUs”). Under the PSU awards granted to our NEOs in 2025, NEOs may earn shares based upon the company’s Return on Capital Employed (“ROCE”) performance during a three-year performance period ending on December 31, 2027. ROCE, a non-GAAP financial measure, is defined as income from operations divided by capital employed. The PSU Award Agreement provides for the issuance of a number of shares of our common stock based on the Company’s average annual ROCE during the applicable performance period, subject to a maximum based on the Company’s ROCE relative to the ROCE of the median performer of the Company’s compensation peer companies during such performance period. The RSU awards granted to our NEOs in 2025 (the “annual RSUs”) vest one-third on each of the first, second and third anniversaries of the grant date.

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2025 LTIP Awards

On March 10, 2025, all of our NEOs received grants of PSUs and annual RSUs. The 2025 PSU and RSU grants to our NEOs are set forth in the table below.


NEO	Target # of PSUs Awarded(1)	# of RSUs Awarded(2)	Approximate Compensation Value Intended to be Delivered(3)
Scott Bender	20,133	20,133	$	2,250,064
Joel Bender	20,133	20,133	$	2,250,064
Stephen Tadlock	12,080	12,080	$	1,350,061
Jay A. Nutt	8,053	8,053	$	900,003
Steven Bender	12,080	12,080	$	1,350,061

(1) PSU awards vest upon the conclusion of the three-year performance period ending December 31, 2027 based on the Company’s ROCE performance, and subject to the Compensation Committee's approval of the performance relative to the peer group.

(2) The annual RSUs vest 33% per year, beginning on the first anniversary of the grant date.

(3) PSUs valued at target performance.

2025-2027 Performance Stock Unit Metrics and Goals:

Weight

Threshold

Target

Maximum

(% of Target)

(50% Payout)

(100% Payout)

(200% Payout)

ROCE for January 1, 2025 to December 31, 2027(1)

100%

15%

20%

25%

(1) The PSUs cliff vest upon the conclusion of the three-year performance period based on the ROCE performance, and subject to the Compensation Committee's approval of the performance relative to the peer group.

If the Company’s ROCE performance falls between any of these payout levels, the percentage multiple of the target PSUs will be interpolated based on the actual ROCE of the Company in relation to the payout levels. Notwithstanding the foregoing, in the event the Company’s ROCE for the performance period is less than the ROCE of the median performer of the Company’s peer companies (as defined per the agreement), when ranked by ROCE over the performance period, then the number of earned PSUs will be capped at 100% of the target number of PSUs.

2023 to 2025 Performance Stock Units (“2023 PSUs”)

Messrs. Scott Bender, Joel Bender, Steven Bender and Stephen Tadlock were granted PSUs in 2023 that were earned and vested based on the level of achievement of the Company’s Return on Capital Employed during the performance period beginning on January 1, 2023 and ending on December 31, 2025 (“2023 ROCE”). Actual 2023 ROCE was approximately 30%, which exceeded the maximum 2023 ROCE goal of 25% or greater, and resulted in the 2023 PSUs being earned and vesting at 200%.

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Other Compensation Practices and Policies

Stock Ownership Guidelines

Our Stock Ownership Guidelines establish stock ownership thresholds for our NEOs and non-employee directors as follows:


Position						Required Level of Ownership
Chief Executive Officer						6 times base salary
Other NEOs						2 times base salary
Non-Employee Directors						4 times annual cash retainer for Board service

Stock ownership levels must be achieved by each NEO or non-employee director within five years of becoming subject to the guidelines, or within five years of any material change to the guideline level of ownership. As of March 27, 2026, each of our NEOs employed as of such date and non-employee directors met or exceeded the ownership expectations under the guidelines.

Clawback Policy

We adopted a policy for the recovery of erroneously awarded compensation (the “Clawback Policy”) in compliance with the new rules adopted by the Securities and Exchange Commission and the New York Stock Exchange. The Clawback Policy provides that in the event of certain restatements of our financial statements, the result of which is that certain incentive-based compensation received on or after October 2, 2023 would have been a lower amount had it been calculated based on such restated results, the Compensation Committee will seek recovery for the benefit of the Company the difference between the gross amount of the compensation actually paid to the executive and the gross amount of the corrected amount based on the restated financial results.

Retirement, Health and Welfare Benefits

The Company offers retirement, health and welfare benefits to all of its full-time U.S. employees including executive officers. Executive officers are eligible for these benefits on the same basis as other employees. Health and welfare benefits we offer to our employees include: medical, vision and dental coverage, life insurance, accidental death and dismemberment, short and long-term disability insurance, flexible spending accounts and employee assistance.

The Company also offers a defined contribution 401(k) retirement plan to all of its full-time U.S. employees, including the NEOs. Participants may contribute from 1% to 85% of their base pay and cash incentive compensation (subject to U.S. Internal Revenue Service (“IRS”) limitations), and the Company has historically made matching contributions under this plan on the first 7% of the participant’s compensation (100% match of the first 3% employee contribution and 50% match on the next 4% employee contribution). Company matching contributions vest 20% per year on the first five anniversaries of the respective employee’s hire date.

Perquisites

We provide Scott Bender, Joel Bender, Stephen Tadlock and Steven Bender with bi-weekly vehicle allowances.

Compensation Risk

Our compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on an individual basis and at the entity level. In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking. Our compensation strategies are designed to encourage company growth and appropriate risk taking but not to encourage excessive risk taking. We also attempt to design the compensation program for our larger general employee population so that it

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does not inappropriately incentivize our employees to take unnecessary risks in their day-to-day activities. We recognize, however, that there are trade-offs and that it can be difficult in specific situations to maintain the appropriate balance. As such, we continue to evaluate our programs with a goal of preventing them from becoming materially imbalanced one way or the other.

Our compensation arrangements contain certain design elements that are intended to minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results. Those elements include a maximum amount that can be earned under our annual incentive cash compensation program. We also provide compensation to our NEOs in the form of a reasonable base salary. We want our executives to be motivated to achieve our short-term and long-term goals, without sacrificing our financial and corporate integrity in trying to achieve those goals. While an executive’s overall compensation should be strongly influenced by the achievement of specific financial and operational targets, we also believe that a portion of an executive’s compensation should be awarded in components that provide a degree of financial certainty. In combination with our risk management practices, we do not believe that risks arising from our compensation policies and practices for our employees, including our NEOs, are reasonably likely to have a material adverse effect on us.

Employment, Severance and Change-in-Control Agreements

Employment Agreements

In April 2021, the Company entered into Second Amended and Restated Employment Agreements (as amended and restated, each, an “Employment Agreement”) with Messrs. Scott and Joel Bender in order to establish new three-year terms of employment, expiring April 2024, with each of Messrs. Scott and Joel Bender's employment continuing automatically thereafter until terminated by either the Company or the applicable executive by written notice of the intent to not extend the applicable executive's employment between 90 and 120 days prior to the next anniversary of the Employment Agreement. Under each Employment Agreement, Messrs. Scott and Joel Bender are entitled to receive severance compensation if his employment is terminated under certain conditions, such as a termination by the executive officer for “good reason” or by us without “cause,” each as defined in the agreements and further described below under “—Potential Payments upon Termination or Change of Control.” In addition, the agreements provide for:

•specified minimum base salaries;

•participation in all of our employee benefit plans to the extent the executive is eligible thereunder;

•termination benefits, including, in specified circumstances, severance payments; and

•an annual cash bonus of up to 100% of annual base salary (“Base Bonus”) and an opportunity to earn an additional Stretch Bonus opportunity of up to 40% of the Base Bonus in the good faith discretion of the Board if the executive satisfies budgetary and performance goals, as determined annually by the Board.

We have not entered into separate severance agreements with Messrs. Scott and Joel Bender and instead rely on the terms of each executive’s Employment Agreement to dictate the terms of any severance arrangements. The Employment Agreements do not provide for accelerated or enhanced cash payments or health and welfare benefits upon a change in control but do provide for salary continuation payments and subsidized health and welfare benefits upon the termination of the executive’s employment for “good reason” or without “cause.” Severance payments that could become payable to Messrs. Scott and Joel Bender pursuant to these arrangements are described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.”

Offer Letters

In connection with Messrs. Tadlock and Nutt joining the Company in May 2017 and June 2024, respectively, the Company provided them with offer letters establishing the terms of their employment, including their compensation. Pursuant to the terms of the offer letters, Messrs. Tadlock and Nutt are eligible to participate in

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the Company’s management incentive plan, as described above under “—Elements of Compensation—Short-Term Incentives,” and the Company’s long-term incentive plan, as described above under “—Elements of Compensation—Long-Term Incentives,” and are also eligible to participate in and receive benefits offered to our employees and to receive certain other fringe benefits. Additionally, Mr. Tadlock’s offer letter provides that he is eligible to receive severance payments should a merger or sale transaction result in Mr. Tadlock being terminated by the new entity. Severance payments that could become payable to Mr. Tadlock pursuant to his offer letter are described in more detail below under “—Potential Payments upon Termination or Change of Control—Employment Agreements.” Under the terms of his offer letter, Mr. Nutt received a one-time RSU award and PSU award with a grant date value equal to Mr. Nutt's base salary, which RSUs vested or will vest in equal one-third installments over the three years following grant and which PSUs will vest subject to the same terms and conditions as the annual PSUs granted to the other NEOs in 2024.

Non-Compete Agreements

In connection with our IPO, on February 12, 2018, Cactus LLC entered into amended and restated noncompetition agreements (each, a “Noncompetition Agreement”) with each of Scott Bender and Joel Bender. Each of the Noncompetition Agreements provides that, for a period of one year following termination of his employment, Scott Bender and Joel Bender will not (i) compete against us in connection with our business, (ii) solicit or induce any of our employees to leave his or her employment with us or hire any of our employees or (iii) solicit or entice customers who were our customers within the one‑year period immediately prior to his date of termination to cease doing business with us or to begin doing business with our competitors.

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to our NEOs:


Name and Principal Position	Year	Salary		Bonus		Non-Equity Incentive Plan Compensation(1)		Stock Awards(2)		All Other Compensation(3)		Total
Scott Bender, Chief Executive Officer, Chairman of the Board and Director(4)	2025	$	450,000	$	—	$	222,788	$	1,821,634	$	30,037	$	2,524,459
	2024	450,000		—		518,562		2,316,672		23,354		3,308,588
	2023	442,308		—		435,926		1,951,730		29,593		2,859,557
Joel Bender, President and Director(5)	2025	450,000		—		222,788		1,821,634		36,668		2,531,090
	2024	450,000		—		518,562		2,316,672		24,249		3,309,483
	2023	442,308		—		435,926		1,951,730		35,970		2,865,934
Stephen Tadlock, Executive Vice President, Chief Executive Officer of the Spoolable Technologies Segment and Chief Executive Officer of Cactus International	2025	458,654		—		178,230		1,092,998		31,299		1,761,181
	2024	450,000		—		414,849		1,390,078		19,220		2,274,147
	2023	442,308		—		348,741		5,074,471		30,619		5,896,139
Jay A. Nutt, Executive Vice President and Chief Financial Officer	2025	463,918		—		178,230		728,636		24,859		1,395,643
	2024	259,615		—		239,336		850,394		12,115		1,361,460
Steven Bender, Chief Operating Officer	2025	450,000		—		178,230		1,092,998		26,410		1,747,638
	2024	450,000		—		414,849		1,390,078		23,354		2,278,281
	2023	442,308		—		348,741		4,640,734		25,675		5,457,458

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(1) Amounts of “Non-Equity Incentive Plan Compensation” paid to each NEO were made pursuant to the Company’s short-term incentive program. In calculating payments due under the 2025 Non-Equity Incentive Plan, the Company used the NEO’s eligible earnings as a basis to determine the bonus amount. For a description of this plan please see “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentives.”

(2) The amounts reported in this column represent the aggregate grant date fair value of RSUs and target PSUs granted to each NEO and computed in accordance with FASB ASC Topic 718. For a description of the assumptions applied in these calculations, see Note 8 to our consolidated financial statements for the year ended December 31, 2025 (which are included in our Form 10-K for the year ended December 31, 2025). The value of the PSUs, if paid out at maximum performance is $1,821,634, $2,316,372, and $1,951,729 for both Mr. Scott Bender and Mr. Joel Bender for 2025, 2024, and 2023, respectively; $1,092,998, $1,390,078 and $1,171,055 for both Mr. Tadlock and Mr. Steven Bender for 2025, 2024, and 2023, respectively, and $728,636 and $850,394 for Mr. Nutt for 2025 and 2024, respectively.

(3) Amounts reflected within the “All Other Compensation” column for 2025 are comprised of the following amounts:


Name	Employer Contributions to 401(k) Plan		Vehicle Allowance
Scott Bender	$	15,637	$	14,400
Joel Bender	22,268		14,400
Stephen Tadlock	16,899		14,400
Jay A. Nutt	24,859		—
Steven Bender	12,010		14,400

(4) Although Messrs. Scott and Joel Bender each serve on our Board, they are not compensated for their services as directors.

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Grants of Plan Based Awards

The following table provides information about equity and non-equity awards granted to our NEOs in 2025.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Scott Bender		$	—	$	450,000	$	630,000
	3/10/2025							10,067	20,133	40,266		$	910,817
	3/10/2025										20,133	910,817
Joel Bender		—		450,000		630,000
	3/10/2025							10,067	20,133	40,266		910,817
	3/10/2025										20,133	910,817
Stephen Tadlock		—		360,000		504,000
	3/10/2025							6,040	12,080	24,160		546,499
	3/10/2025										12,080	549,499
Jay A. Nutt		—		360,000		504,000
	3/10/2025							4,027	8,053	16,106		364,318
	3/10/2025										8,053	364,318
Steven Bender		—		360,000		504,000
	3/10/2025							6,040	12,080	24,160		546,499
	3/10/2025										12,080	546,499

(1) Amounts in these columns represent the threshold, target and maximum estimated payouts for 2025 MIP cash bonus awards. The actual value of bonuses paid to our NEOs for 2025 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.

(2) Shares in these columns represent the threshold, target and maximum number of estimated PSUs eligible for vesting per the award agreements executed on March 10, 2025. “Threshold” reflects the lowest possible payout (50% of the grant) if baseline performance goals are met, “Target” represents the number of PSUs awarded under each grant, and “Maximum” reflects the highest possible payout (200% of the grant). The award agreements under which the PSUs were issued provide that no PSUs will vest unless the threshold level of performance is achieved. Vested PSUs are paid in shares of our Class A Common Stock, and the payout, if any, with respect to PSUs will occur at the end of the three-year performance period. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—2025 LTIP Awards” for more information regarding these PSUs. The target number of PSUs granted was determined based on the average of the closing price on the 20 business days prior to the grant date.

(3) This column includes the number of annual RSUs granted to our NEOs. The number of RSUs granted was determined based on the average of the closing price on the 20 business days prior to the grant date.

(4) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. With respect to the PSU awards, this column reflects the grant date fair value for such PSUs at target.

Option Grant Practices

Stock options have not been a part of our executive compensation program. We therefore (i) do not grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) do not time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the

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purpose of affecting the value of executive compensation and (iii) do not take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options. As stock options are not an element of employee compensation, we do not have a formal policy with respect to the timing of stock option grants, and we did not grant stock options or stock appreciation rights in 2025.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table reflects information regarding outstanding stock awards held by our NEOs as of December 31, 2025.


Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Scott Bender	3/10/2023	7,638(2)	$	348,904
	3/11/2024	16,571(4)	756,963		49,714(5)	$	2,270,936
	3/10/2025	20,133(7)	919,675		40,266(8)	1,839,351
Joel Bender	3/10/2023	7,638(2)	$	348,904
	3/11/2024	16,571(4)	756,963		49,714(5)	$	2,270,936
	3/10/2025	20,133(7)	919,675		40,266(8)	1,839,351
Stephen Tadlock	3/10/2023	81,467(3)	$	3,721,413
	3/10/2023	4,583(2)	209,351
	3/10/2023	3,395(2)	155,084
	3/11/2024	9,943(4)	454,196

SEC Form DEF 14A filed by Cactus Inc.