Cactus President Reports 100K Share Sale Under Plan
Cactus, Inc. insider Joel Bender, its President, director and ten percent owner, reported several equity restructurings and a share sale on August 3, 2026.
Rhea-AI Filing Summary
Cactus, Inc. insider Joel Bender, its President, director and ten percent owner, reported several equity restructurings and a share sale on August 3, 2026. An affiliated entity redeemed 100,000 Units and a corresponding 100,000 shares of Class B Common Stock for 100,000 shares of Class A Common Stock, with the Class B shares cancelled. That affiliated entity then sold 100,000 Class A shares at $63.888 per share pursuant to a Rule 10b5-1 trading plan. Following these transactions, Bender is deemed to beneficially own 9,286,249 Class B shares and 9,286,249 Units held through Cactus Enterprises, while disclaiming beneficial ownership beyond his pecuniary interest.
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Insights
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Insider Trade Summary 10b5-1
Net Seller: 100,000 shares
Net Sell
8 txns
Insider
Bender Joel
Role
President
Sold
100,000 shs ($6.39M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units F7, F8, F1, F2, F3 | 100,000 | -- | -- |
| Grant/Award | Units F7, F8, F9, F1, F2, F3 | 100,000 | -- | -- |
| Other | Units F7, F8, F9, F4, F10, F2, F3 | 100,000 | -- | -- |
| Other | Class B Common Stock F1, F2, F3 | 100,000 | -- | -- |
| Grant/Award | Class B Common Stock F1, F2, F3 | 100,000 | -- | -- |
| Disposition | Class B Common Stock F4, F2, F3 | 100,000 | -- | -- |
| Other | Class A Common Stock F5 | 100,000 | -- | -- |
| Sale | Class A Common Stock F6 | 100,000 | $63.888 | $6.39M |
Holdings After Transaction:
Units — 9,286,249 contracts (Indirect, See Footnote);
Class B Common Stock — 9,386,249 shares (Indirect, See Footnote);
Class A Common Stock — 41,519 shares (Direct)
Footnotes (10)
- F1. In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. Bender Investment Company ("BIC"), a Nevada corporation controlled by the Reporting Person, redeemed a portion of its ownership interests in Cactus Enterprises. In connection with the redemption by BIC of its interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 100,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.
- F2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,286,249 shares of Class B Common Stock and 9,286,249 Units owned by Cactus Enterprises.
- F3. The securities reported herein are directly owned by Cactus Enterprises. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises through his ownership interest in Cactus Enterprises. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. The Reporting Person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
- F4. In connection with its redemption of Units, as described below, BIC disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
- F5. In connection with its redemption of Units, as described below, BIC acquired 100,000 shares of Class A Common Stock.
- F6. The shares reported herein as sold represent the aggregate number of shares sold by Bender Investment Company pursuant to a Rule 10b5-1 trading plan. The reporting person has an ownership interest in Bender Investment Company and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
- F8. The amended and restated limited liability company operating agreement of Cactus Companies provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.
- F9. (Continued from footnote 7) Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) has the right (the "Call Right") to acquire each tendered Unit directly from the exchanging Unit holder for, at its election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. The Issuer did not exercise the Call Right in connection with the redemptions described in this Report.
- F10. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on August 3, 2026.
Key Figures
Class A shares sold: 100,000 shares
Sale price per share: $63.888
Units redeemed: 100,000 Units
+3 more
6 metrics
Class A shares sold
100,000 shares
Sold by Bender Investment Company at $63.888 per share on August 3, 2026 under a Rule 10b5-1 plan
Sale price per share
$63.888
Price per share for 100,000 Class A shares reported as sold on August 3, 2026
Units redeemed
100,000 Units
Ownership interests redeemed and exchanged for 100,000 Class A shares on August 3, 2026
Class B shares cancelled
100,000 shares
Class B shares disposed of and cancelled in connection with the Unit redemption
Indirect Class B holdings
9,286,249 shares
Class B Common Stock deemed beneficially owned indirectly following the reported transactions
Indirect Unit holdings
9,286,249 Units
Units of Cactus Enterprises deemed beneficially owned indirectly following the reported transactions
Key Terms
Rule 10b5-1 trading plan, Redemption Right, Call Right, indirect pecuniary interest, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"shares reported herein as sold represent the aggregate number of shares sold ... pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Redemption Right regulatory
"Upon the exercise of the Redemption Right, the Issuer ... has the right (the "Call Right")"
Call Right regulatory
"the Issuer (instead of Cactus Companies) has the right (the "Call Right") to acquire each tendered Unit"
A call right is a contractual ability, usually held by the issuer or seller, to buy back or retire a financial instrument (such as a bond or preferred share) before its scheduled end date. It matters to investors because an issuer’s decision to exercise that right can shorten expected income and force reinvestment—like a lender refinancing a mortgage—changing the security’s value and the investor’s future returns.
indirect pecuniary interest regulatory
"the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held directly by Cactus Enterprises"
beneficial ownership regulatory
"Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,286,249 shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Joel Bender report at Cactus, Inc. (WHD)?
Joel Bender reported a series of equity restructurings and a share sale on August 3, 2026, including exchanging 100,000 Units and 100,000 Class B shares for 100,000 Class A shares, and an affiliated entity’s sale of 100,000 Class A shares.
What is Joel Bender’s beneficial ownership in Cactus (WHD) after these transactions?
After the reported transactions, Joel Bender is deemed to beneficially own 9,286,249 shares of Class B Common Stock and 9,286,249 Units held through Cactus Enterprises, according to a footnote. He disclaims beneficial ownership beyond his indirect pecuniary interest in those securities.
What restructuring of Units and Class B stock occurred at Cactus (WHD)?
An affiliated entity redeemed 100,000 Units and a corresponding 100,000 Class B shares, which were exchanged for 100,000 Class A shares on August 3, 2026. The Class B shares were cancelled by Cactus, Inc., reflecting an Up-C style exchange of ownership interests.
Who actually held the Cactus (WHD) securities involved in these transactions?
The Units and related Class B shares were held by Cactus Enterprises, and the sold Class A shares were held by Bender Investment Company. Joel Bender reports these as an insider, with an indirect pecuniary interest and explicit disclaimers of full beneficial ownership.
AI-generated analysis. How Rhea-AI works. Not financial advice.
