Cactus (NYSE: WHD) president shifts 96,833 shares into GRAT trusts

Rhea-AI Filing Summary

Cactus, Inc. insider Joel Bender, who is a director, President and a 10% owner, reported several internal transfers of Class A common stock on 12/10/2025. A total of 96,833 shares previously reported as directly owned were transferred at a reported price of $0 per share and are no longer shown as directly held.

On the same date, 96,833 shares were recorded as indirectly owned through a grantor retained annuity trust for his spouse, with Bender reporting indirect beneficial ownership and disclaiming it except for any pecuniary interest. Another 96,833 shares were contributed to a separate grantor retained annuity trust of which Bender is trustee and annuitant, and are now reported as indirectly owned. The filing describes these steps as implementing a transmutation agreement that reclassified community property shares as separate property for Bender and his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bender Joel

(Last) (First) (Middle)

920 MEMORIAL CITY WAY, SUITE 300

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/10/2025		G(1)		96,833	D	$0	0	D
Class A Common Stock	12/10/2025		G(1)		96,833	A	$0	96,833	I	By Spouse's GRAT(2)
Class A Common Stock	12/10/2025		A		96,833	A	$0	96,833	I	By GRAT(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person and his spouse entered into a transmutation agreement (the "Transmutation Agreement") pursuant to which the reporting person and his spouse agreed that (i) 96,833 shares of Cactus. Inc. Class A common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person's spouse (the "Spouse GRAT Shares") and (ii) 96,833 shares of Cactus, Inc. Class A common stock owned by the reporting person and his spouse as community property would be deemed to be the separate property of the reporting person (the "Reporting Person GRAT Shares"). The number of shares reported as directly beneficially owned by the reporting person has been reduced by the same amount.

2. Concurrently with the entry into the Transmutation Agreement, the reporting person's spouse contributed the Spouse GRAT Shares to a grantor retained annuity trust of which the reporting person is the trustee and the reporting person's spouse is the annuitant. Accordingly, such shares are now reported as indirectly beneficially owned by the reporting person through such grantor retained annuity trust. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

3. Concurrently with the entry into the Transmutation Agreement, the reporting person contributed the Reporting Person GRAT Shares to a grantor retained annuity trust of which the reporting person is the trustee and the annuitant. Accordingly, such shares are now reported as indirectly beneficially owned by the reporting person through such grantor retained annuity trust, and the number of shares reported as directly beneficially owned by the reporting person has been reduced by the same amount.

Remarks:

	/s/ Joel Bender, by William Marsh as Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Cactus (WHD) President Joel Bender report?

Joel Bender reported that 96,833 shares of Cactus, Inc. Class A common stock previously shown as directly owned were transferred on 12/10/2025 at a reported price of $0 per share and are no longer listed as directly held.

How many Cactus (WHD) shares does Joel Bender now report as indirectly owned?

Following the reported transactions, Bender shows 96,833 Class A shares as indirectly owned through his spouse's grantor retained annuity trust and another 96,833 Class A shares as indirectly owned through a separate grantor retained annuity trust for which he is trustee and annuitant.

What is the purpose of the transmutation agreement mentioned in the Cactus (WHD) Form 4?

The filing states that Bender and his spouse entered into a Transmutation Agreement under which two blocks of 96,833 Class A shares each, previously held as community property, were reclassified as the separate property of his spouse and of Bender respectively.

Were the Cactus (WHD) insider transactions reported by Joel Bender sales for cash?

No cash consideration is reported. The transactions show transfers of 96,833 shares out of direct ownership and contributions of 96,833-share blocks into grantor retained annuity trusts at a reported price of $0 per share.

What trusts now hold the Cactus (WHD) shares referenced in Joel Bender's Form 4?

The filing identifies a grantor retained annuity trust for Bender's spouse holding the Spouse GRAT Shares and another grantor retained annuity trust of which Bender is trustee and annuitant holding the Reporting Person GRAT Shares, each consisting of 96,833 Class A shares.

Does Joel Bender disclaim any beneficial ownership of the Cactus (WHD) shares in the spouse's GRAT?

Yes. The filing states that Bender disclaims beneficial ownership of the shares held in his spouse's grantor retained annuity trust except to the extent of his pecuniary interest in them, if any.