Cactus, Inc. (WHD) president files Form 4 on 48,902 shares

Rhea-AI Filing Summary

Cactus, Inc. (WHD) insider reports changes in indirect holdings

A director, 10% owner and president of Cactus, Inc. filed a Form 4 reporting transactions dated 11/17/2025 involving Class B Common Stock and related derivative interests held through Cactus WH Enterprises, LLC. Table I shows a transaction coded "J" for 48,902 shares of Class B Common Stock, leaving 9,686,249 shares beneficially owned indirectly after the transaction. Table II reports a corresponding "J" transaction for 48,902 derivative securities tied to 48,902 shares of Class A Common Stock, with 9,686,249 derivative securities beneficially owned indirectly afterward.

The footnotes explain that Cactus WH Enterprises distributed Class B Common Stock and Units to certain of its members in connection with redemptions, but the reporting person did not participate and received no shares or Units. The securities are directly owned by Cactus WH Enterprises, and the reporting person is treated as having an indirect pecuniary interest through his ownership interest in that entity, while disclaiming beneficial ownership beyond that indirect interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Bender Joel

Role President

Type	Security	Shares	Price	Value
Other	Units	48,902	$0.00	--
Other	Class B Common Stock	48,902	$0.00	--

Holdings After Transaction: Units — 9,686,249 shares (Indirect, See Footnote); Class B Common Stock — 9,686,249 shares (Indirect, See Footnote)

Footnotes (1)

1. 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. The Reporting Person did not participate in the redemptions, and no shares of Class B Common Stock were distributed to the Reporting Person or any entities controlled by the Reporting Person. 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. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies. 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. In connection with certain redemptions of ownership interests in Cactus Enterprises by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Units to such members. The Reporting Person did not participate in the redemptions, and no Units were distributed to the Reporting Person or any entities controlled by the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/17/2025

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 B Common Stock	11/17/2025		J(1)		48,902	D	(1)	9,686,249	I	See Footnote(2)

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
Units(3)	(4)	11/17/2025		J(5)			48,902	(4)	(5)	Class A Common Stock	48,902	(5)	9,686,249	I	See Footnote(2)(5)

Explanation of Responses:

1. 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. The Reporting Person did not participate in the redemptions, and no shares of Class B Common Stock were distributed to the Reporting Person or any entities controlled by the Reporting Person.

2. 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.

3. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.

4. 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.

5. In connection with certain redemptions of ownership interests in Cactus Enterprises by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Units to such members. The Reporting Person did not participate in the redemptions, and no Units were distributed to the Reporting Person or any entities controlled by the Reporting Person.

Remarks:

	/s/ Joel Bender, by William Marsh as Attorney-in-Fact	11/17/2025
	** 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, Inc. (WHD) report on 11/17/2025?

The filing reports a transaction coded "J" on 11/17/2025 involving 48,902 shares of Class B Common Stock in Table I and a corresponding 48,902 derivative securities tied to Class A Common Stock in Table II, all held indirectly through Cactus WH Enterprises, LLC.

How many Cactus, Inc. (WHD) shares does the reporting person beneficially own after the transaction?

Following the reported transactions, the filing states that the reporting person beneficially owns 9,686,249 shares of Class B Common Stock indirectly and 9,686,249 derivative securities tied to Class A Common Stock, all through Cactus WH Enterprises, LLC.

Did the Cactus, Inc. (WHD) insider personally receive or redeem any shares or Units?

The explanations state that in connection with certain redemptions and related distributions by Cactus WH Enterprises, LLC, the reporting person did not participate, and no Class B Common Stock or Units were distributed to the reporting person or entities he controls.

Why is the Cactus, Inc. (WHD) insider considered to have an indirect pecuniary interest?

The securities are directly owned by Cactus WH Enterprises, LLC. Under Rule 16a-1 of the Exchange Act, the reporting person may be deemed to have an indirect pecuniary interest due to his ownership interest in that entity, so the entire amount held by Cactus WH Enterprises is reported.

What relationship does the reporting person have to Cactus, Inc. (WHD)?

The filing identifies the reporting person as a Director, 10% Owner, and Officer of Cactus, Inc., with the officer title listed as President.

How are Cactus Companies, LLC Units related to Cactus, Inc. Class A Common Stock?

The amended and restated operating agreement of Cactus Companies, LLC provides that holders of Units may cause Cactus Companies to acquire their Units for either shares of Class A Common Stock at a one-for-one redemption ratio, subject to adjustment, or an equivalent amount of cash at Cactus Companies' election.

Does the Cactus, Inc. (WHD) insider claim full beneficial ownership of all reported securities?

No. The filing states that the reporting person disclaims beneficial ownership of any securities he does not directly own, except to the extent of his indirect pecuniary interest, and clarifies that the report is not an admission of group membership or beneficial ownership beyond that.