Insider Scott Bender restructures Cactus (WHD) holdings via unit redemption

Rhea-AI Filing Summary

Cactus, Inc. insider Scott Bender reported a linked redemption and share exchange involving entities he controls and is associated with. In connection with redemptions at Cactus WH Enterprises, LLC, 200,000 Units and 200,000 shares of Class B Common Stock were distributed to Bender Investment Company, a Nevada corporation controlled by him. BIC then redeemed these 200,000 Units and the corresponding 200,000 Class B shares for 200,000 shares of Class A Common Stock on March 2, 2026, with the Class B shares cancelled by Cactus, Inc. Following these transactions, Bender is deemed to beneficially own 9,486,249 shares of Class B Common Stock and 9,486,249 Units through Cactus Enterprises, while also directly holding 306,801 shares of Class A Common Stock. Footnotes state that the Units can generally be redeemed on a one-for-one basis for Class A Common Stock or cash, and clarify that Bender disclaims beneficial ownership beyond his indirect pecuniary interest.

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 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)
03/02/2026

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	03/02/2026		J(1)		200,000	D	(1)	9,486,249	I	See Footnote(2)(3)
Class B Common Stock	03/02/2026		A		200,000	A	(1)	9,686,249	I	See Footnote(2)(3)
Class B Common Stock	03/02/2026		D		200,000	D	(4)	9,486,249	I	See Footnote(2)(3)
Class A Common Stock	03/02/2026		J(5)		200,000	A	(5)	306,801	D

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(6)	(7)	03/02/2026		J(1)			200,000	(7)	(1)	Class A Common Stock	200,000	(1)	9,486,249	I	See Footnote(1)(2)(3)
Units(6)	(7)(8)	03/02/2026		A(1)		200,000		(7)(8)	(7)(8)	Class A Common Stock	200,000	(8)	9,686,249	I	See Footnote(2)(3)
Units(6)	(7)(8)	03/02/2026		J(4)			200,000	(7)(8)	(7)(8)	Class A Common Stock	200,000	(9)	9,486,249	I	See Footnote(2)(3)

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. 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, 200,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.

2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,486,249 shares of Class B Common Stock and 9,486,249 Units owned by Cactus Enterprises.

3. 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.

4. 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.

5. In connection with its redemption of Units, as described below, BIC acquired 200,000 shares of Class A Common Stock.

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

7. 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.

8. (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.

9. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on March 2, 2026.

Remarks:

	/s/ Scott Bender, by William Marsh as Attorney-in-Fact	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cactus, Inc. (WHD) report for Scott Bender?

Cactus, Inc. reported that entities associated with Scott Bender redeemed 200,000 Units and 200,000 Class B shares for 200,000 Class A shares. The Class B shares were cancelled, reflecting a restructuring between equity classes rather than an open-market purchase or sale.

How many Cactus, Inc. Units and Class B shares is Scott Bender deemed to beneficially own?

After the reported transactions, Scott Bender is deemed to beneficially own 9,486,249 Units and 9,486,249 shares of Class B Common Stock. These are held through Cactus WH Enterprises, LLC, with his interest characterized as an indirect pecuniary interest under Exchange Act Rule 16a-1.

What did Bender Investment Company do in the March 2, 2026 Cactus (WHD) transaction?

Bender Investment Company, controlled by Scott Bender, redeemed a portion of its ownership interests in Cactus WH Enterprises, LLC. It received 200,000 Units and 200,000 Class B shares, which were then redeemed for 200,000 Class A shares, with the Class B shares cancelled by Cactus, Inc.

How many Cactus, Inc. Class A shares does Scott Bender hold after the filing?

Following the March 2, 2026 transactions, Scott Bender directly holds 306,801 shares of Cactus, Inc. Class A Common Stock. This includes the 200,000 Class A shares acquired in exchange for redeemed Units, as described in the footnotes to the insider transaction report.

What rights do Cactus Companies, LLC Unit holders have regarding Class A stock?

Holders of Units in Cactus Companies, LLC have rights to have their Units acquired for either Class A Common Stock or cash. The operating agreement allows redemption at a one-to-one ratio into Class A shares or an equivalent cash amount, subject to standard conversion adjustments.

Did Cactus, Inc. exercise its Call Right in the March 2, 2026 redemption?

Cactus, Inc. did not exercise its Call Right in the March 2, 2026 redemptions. Instead, the redemptions proceeded through Cactus Companies, LLC mechanics, with Units and corresponding Class B shares exchanged for Class A shares as detailed in the transaction footnotes.