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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units | 168,934 | $0.00 | -- |
| Other | Class B Common Stock | 168,934 | $0.00 | -- |
Footnotes (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.
