Scott Bender Form 4: 168,934 Shares Disposed; 9.82M Indirect Holdings

Rhea-AI Filing Summary

Scott Bender, Chairman and CEO of Cactus, Inc. (WHD), filed a Form 4 disclosing transactions dated 08/18/2025. The filing reports a disposition of 168,934 shares of Class B Common Stock and a corresponding entry reporting 168,934 Class A shares underlying derivative units, and shows 9,818,375 shares beneficially owned following the transactions. The report states these securities are directly owned by Cactus Enterprises and that the Reporting Person did not participate in certain redemptions that triggered distributions to other members. The Form notes the Reporting Person may be deemed to have an indirect pecuniary interest in the securities held by Cactus Enterprises and includes an attorney-in-fact signature dated 08/19/2025.

Positive

• Clarifies total indirect beneficial ownership of 9,818,375 shares following the transaction
• Explicitly states the Reporting Person did not participate in the member redemptions that triggered the distributions
• Discloses mechanics of the redemptions and unit-to-share conversion rights under the LLC agreements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Filing clarifies indirect ownership and confirms non-participation in member redemptions, reflecting ownership structure but no direct sale by the insider.

The Form 4 documents a redistribution of equity within Cactus Enterprises that resulted in reported dispositions of Class B stock and corresponding units, while identifying 9,818,375 shares as beneficially owned indirectly by the Reporting Person. The filing emphasizes the shares are held directly by Cactus Enterprises and disclaims direct beneficial ownership beyond any indirect pecuniary interest. For governance, this clarifies capital structure changes among LLC members and preserves disclosure obligations under Section 16 without indicating personal divestiture by the insider.

Securities Analyst

TL;DR: The report is a disclosure of internal unit/share distributions, not an open-market transaction by the Reporting Person.

The Form 4 shows a reported disposition of 168,934 Class B shares and parallel reporting of 168,934 Class A-equivalent shares under the LLC agreement mechanics. The Reporting Person expressly did not receive distributions and the securities are held by Cactus Enterprises, meaning the filing documents an ownership reallocation within the private entity that affects reported indirect holdings but does not reflect an outright sale by the insider. Impact on public float or market liquidity is not specified in this filing.

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

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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 Scott

(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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		J(1)		168,934	D	(1)	9,818,375	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)	08/18/2025		J(5)			168,934	(4)	(5)	Class A Common Stock	168,934	(5)	9,818,375	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/ Scott Bender, by William Marsh as Attorney-in-Fact	08/19/2025
	** 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 did Scott Bender (WHD) report on Form 4 dated 08/18/2025?

The Form 4 reports a disposition of 168,934 Class B Common Stock and parallel reporting of 168,934 Class A-equivalent shares, and shows 9,818,375 shares beneficially owned following the transactions.

Did Scott Bender personally receive shares in the redemptions disclosed?

No. The filing states the Reporting Person did not participate in the redemptions, and no shares or units were distributed to him or entities he controls.

Who directly owns the securities reported on the Form 4?

The securities are reported as directly owned by Cactus Enterprises; Scott Bender may be deemed to have an indirect pecuniary interest through his ownership in that entity.

What is the reporting date and signature date on the Form 4?

The transaction date is 08/18/2025, and the Form 4 bears an attorney-in-fact signature dated 08/19/2025.

What conversion or redemption mechanics are referenced in the filing?

The filing references LLC operating agreement rights allowing Units to be redeemed for Class A Common Stock at a one-for-one ratio or for cash, subject to adjustments for splits/dividends.