Cactus (WHD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 12, 2026, to elect directors, ratify the auditor, and approve executive compensation on an advisory basis.

• Holders of Class A and Class B common stock as of March 18, 2026, are entitled to vote as a single class on all proposals.

• Proxy materials are primarily delivered electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class II and two Class III directors for one-year terms, ratifying PwC as auditor for 2026, and approving executive compensation on a non-binding basis.

• The Board unanimously recommends voting FOR all proposals.

• Proxy access allows stockholders (or groups up to 20) owning 3%+ for 3 years to nominate directors.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed.

Board of directors and corporate governance

• The Board will be reduced to eight members after the meeting, with a phased declassification to a single class by 2027.

• All director nominees except one are incumbents; Tana Utley is a new independent nominee.

• The Board has Audit, Compensation, and Nominating & Governance Committees, all composed of independent directors.

• Lead Independent Director role established to enhance independent oversight.

• Corporate Governance Guidelines, Code of Business Conduct, and anti-hedging/pledging policies are in place.