Cactus CEO sells 100K shares at $70.37 each
Chairman and CEO Scott Bender reports a 100,000-share Class A sale under a Rule 10b5-1 plan alongside internal unit and Class B-for-Class A restructuring.
Rhea-AI Filing Summary
Cactus, Inc. (WHD) director, Chairman and CEO Scott Bender reported several related equity restructuring steps on September 1, 2026 involving Units of Cactus Companies, LLC, Class B Common Stock and Class A Common Stock. An entity he controls, Bender Investment Company, redeemed 100,000 Units and a corresponding 100,000 shares of Class B Common Stock, which were exchanged for 100,000 shares of Class A Common Stock, while the Class B shares were cancelled. Separately, Bender Investment Company sold 100,000 shares of Class A Common Stock at an average price of $70.372 per share pursuant to a Rule 10b5-1 trading plan. After these transactions, Scott Bender is deemed to beneficially own 9,161,249 shares of Class B Common Stock and 9,161,249 Units held by Cactus WH Enterprises, LLC, reflecting a large continuing indirect stake.
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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 Scott
Role
Chairman and CEO
Sold
100,000 shs ($7.04M)
| 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 | $70.372 | $7.04M |
Holdings After Transaction:
Units — 9,161,249 contracts (Indirect, See Footnote);
Class B Common Stock — 9,161,249 shares (Indirect, See Footnote);
Class A Common Stock — 120,527 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 9,161,249 shares of Class B Common Stock and 9,161,249 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 September 1, 2026.
Key Figures
Class A shares sold: 100,000 shares
Sale price per Class A share: $70.372 per share
Class A shares acquired via redemption: 100,000 shares
+4 more
7 metrics
Class A shares sold
100,000 shares
Class A Common Stock sold by Bender Investment Company on September 1, 2026
Sale price per Class A share
$70.372 per share
Price for the 100,000 Class A Common Stock shares sold on September 1, 2026
Class A shares acquired via redemption
100,000 shares
Class A Common Stock acquired by Bender Investment Company in exchange for Units and Class B shares
Units redeemed
100,000 Units
Units of Cactus Companies, LLC redeemed in connection with the restructuring
Class B shares redeemed/cancelled
100,000 shares
Corresponding Class B Common Stock cancelled upon redemption into Class A Common Stock
Beneficially owned Class B shares
9,161,249 shares
Class B Common Stock deemed beneficially owned after the transactions
Beneficially owned Units
9,161,249 Units
Units of Cactus WH Enterprises, LLC deemed beneficially owned after the transactions
Key Terms
Units, Rule 10b5-1 trading plan, indirect pecuniary interest, Redemption Right, +1 more
5 terms
Units financial
""Units" mean ownership interests in Cactus Companies, LLC"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
Rule 10b5-1 trading plan regulatory
"shares sold by Bender Investment Company 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.
indirect pecuniary interest financial
"may be deemed to have an indirect pecuniary interest in the securities"
Redemption Right financial
"provides the holders of Units with certain rights to cause Cactus Companies to acquire"
Call Right financial
"the Issuer 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.
FAQ
What did WHD’s Chairman and CEO Scott Bender report in this Form 4?
He reported a series of related transactions on September 1, 2026, including redemptions of Units and Class B Common Stock for Class A Common Stock, and a separate sale of 100,000 shares of Class A Common Stock by Bender Investment Company.
What restructuring involving Units and Class B stock did WHD disclose?
Bender Investment Company redeemed 100,000 Units of Cactus Companies, LLC and a corresponding 100,000 shares of Class B Common Stock, which were redeemed for 100,000 shares of Class A Common Stock; the Class B shares were cancelled by Cactus, Inc.
What WHD equity stake does Scott Bender hold after these transactions?
After the reported transactions, Scott Bender is deemed to beneficially own 9,161,249 shares of Class B Common Stock and 9,161,249 Units held by Cactus WH Enterprises, LLC, reflecting his indirect pecuniary interest under Exchange Act Rule 16a-1.
AI-generated analysis. How Rhea-AI works. Not financial advice.
