Cactus, Inc.WHD
Cactus, Inc. Stock Compensation Disclosure
Stock-Based Compensation
We have a long-term incentive plan (“LTIP”) that provides for the grant of various stock-based compensation awards at the discretion of our Compensation Committee of our Board of Directors. Employees and non-employee directors are eligible to receive awards under the LTIP. Stock-based awards granted pursuant to the LTIP are expected to be settled in shares of our Class A common stock if they vest. Our stock-based awards do not have voting rights prior to vesting. Dividends declared are accumulated and paid upon vesting. We account for forfeitures when they occur and recognize the impact to stock-based compensation expense at that time. We recorded $24.5 million, $22.9 million and $18.1 million of stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively. Stock-based compensation expense is primarily recorded in selling, general and administrative expenses. We recognized $0.3 million of expense, and $0.7 million and $1.2 million in tax benefits for tax deductions from the vesting of stock-based awards during the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, 4.9 million stock awards were available for grant.
Restricted Stock Units
Restricted stock units (“RSUs”) granted to our key employees generally vest over a three-year period (generally vesting ratably in equal tranches over the vesting period); however, RSUs granted to our non-employee directors generally vest on the first anniversary of the grant date. We recognize compensation expense over the requisite service period using straight-line amortization.
The following table summarizes our RSU activity during the year ended December 31, 2025 (RSUs in thousands):
| No. of RSUs | Weighted Average Grant Date Fair Value ($) | ||||||||||
| Nonvested as of December 31, 2024 | 862 | $ | 45.63 | ||||||||
| Granted | 365 | 46.42 | |||||||||
| Vested | (271) | 46.70 | |||||||||
| Forfeited | (30) | 46.34 | |||||||||
| Nonvested as of December 31, 2025 | 926 | $ | 45.60 | ||||||||
The weighted average grant date fair value of RSUs granted was $46.42 during 2025, $46.73 during 2024 and $43.19 during 2023. The total fair value of RSUs vested was $12.3 million during 2025, $8.7 million during 2024 and $10.1 million during 2023. There was approximately $23.3 million of unrecognized compensation expense relating to the unvested RSUs as of December 31, 2025. The unrecognized compensation expense will be recognized over the weighted average remaining vesting period of 2.0 years.
Performance Stock Units
Performance stock units (“PSUs”) are granted to our executive officers, and in rare instances, other key employees. Under these awards, the number of shares vested and earned is typically determined at the end of a three-year performance period based on our Return on Capital Employed (“ROCE”). The number of shares earned may range from 0% to 200% of the target units set forth in the applicable award agreement and is determined at the end of the performance period conditioned upon continued service and on our achievement of certain predefined targets as defined in the underlying performance stock unit agreements. PSUs cliff vest upon conclusion of the three-year performance period subject to review and approval of the Compensation Committee. As the ROCE target represents a performance condition, we recognize compensation expense for the performance share units on a straight-line basis over three years based on the probable outcome of the ROCE performance.
The following table summarizes our PSU activity during the year ended December 31, 2025 (PSUs in thousands at their target number of shares, which assumes achievement of 100% of target, unless otherwise noted):
| No. of PSUs | Weighted Average Grant Date Fair Value ($) | ||||||||||
Nonvested as of December 31, 2024 | 181 | $ | 44.85 | ||||||||
| Granted | 81 | 46.47 | |||||||||
Vested (1) | (165) | 42.59 | |||||||||
Performance adjustment (2) | 82 | 42.59 | |||||||||
Nonvested as of December 31, 2025 | 179 | $ | 46.62 | ||||||||
(1) Represents shares vested based on actual performance metrics upon conclusion of the performance period.
(2) Represents additional shares issued to participants upon vesting due to the performance metrics exceeding target upon conclusion of the performance period.
The weighted average grant date fair value of PSUs granted was $46.47 during 2025, $46.74 during 2024 and $44.20 during 2023. The total fair value of PSUs vested was $7.5 million during 2025, $9.2 million during 2024 and $5.9 million during 2023. As of December 31, 2025, there was approximately $4.0 million of unrecognized compensation expense relating to the unvested PSUs (based on the grant date fair value of the awards at 100% of target) which is expected to be recognized over a weighted average period of 1.6 years.About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.