Cactus CEO reports restructuring of equity units
Cactus, Inc. Chairman and CEO Scott Bender reported an indirect restructuring transaction involving interests in Cactus WH Enterprises, LLC and Cactus Companies, LLC.
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Form Type
4
Rhea-AI Filing Summary
Cactus, Inc. Chairman and CEO Scott Bender reported an indirect restructuring transaction involving interests in Cactus WH Enterprises, LLC and Cactus Companies, LLC. An entity associated with him disposed of 25,000 Units and 25,000 shares of Class B Common Stock in connection with member redemptions. After these transactions, he is deemed to beneficially own 9,261,249 Class B shares and an equal number of Units held by Cactus Enterprises, while disclaiming beneficial ownership beyond his indirect pecuniary interest.
Insider Trade Summary
Other: 50,000 shares
Other
2 txns
Insider
Bender Scott
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units F4, F5, F1, F2, F3 | 25,000 | -- | -- |
| Other | Class B Common Stock F1, F2, F3 | 25,000 | -- | -- |
Holdings After Transaction:
Units — 9,261,249 contracts (Indirect, See Footnote);
Class B Common Stock — 9,261,249 shares (Indirect, See Footnote)
Footnotes (5)
- 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. Cactus Enterprises distributed to Steven Bender 25,000 Units and a corresponding number of shares of Class B Common Stock.
- F2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,261,249 shares of Class B Common Stock and 9,261,249 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. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
- F5. 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.
Key Figures
Units disposed: 25,000 Units
Class B shares disposed: 25,000 shares
Beneficial Class B holdings: 9,261,249 shares
+3 more
6 metrics
Units disposed
25,000 Units
Indirect disposition in restructuring transaction on 2026-08-06
Class B shares disposed
25,000 shares
Indirect disposition of Class B Common Stock on 2026-08-06
Beneficial Class B holdings
9,261,249 shares
Deemed beneficial ownership of Class B Common Stock after transactions
Beneficial Unit holdings
9,261,249 Units
Deemed beneficial ownership of Units after transactions
Restructuring shares total
50,000
Total shares involved in code J restructuring transactions
Redemption ratio
1 share of Class A Common Stock per Unit
Option for Unit holders under Cactus Companies LLC agreement
Key Terms
Units, Class B Common Stock, indirect pecuniary interest, redemption ratio, +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.
Class B Common Stock financial
"Cactus Enterprises distributed Class B Common Stock to such members"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
indirect pecuniary interest financial
"the Reporting Person may be deemed to have an indirect pecuniary interest"
redemption ratio financial
"Class A Common Stock at a redemption ratio of one share for each Unit"
Other acquisition or disposition financial
"transaction code J described as Other acquisition or disposition"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Cactus, Inc. (WHD) report for Scott Bender?
Cactus, Inc. reported that Scott Bender, its Chairman and CEO, indirectly disposed of 25,000 Units and 25,000 shares of Class B Common Stock through an entity restructuring, coded as an “Other acquisition or disposition” transaction.
Were Scott Bender’s Cactus (WHD) transactions open-market buys or sells?
No. The transactions were reported with code J, described as “Other acquisition or disposition”, and tied to redemptions of ownership interests and distributions by Cactus WH Enterprises, LLC, not open-market purchases or sales.
What is a Unit in the Cactus (WHD) structure mentioned in the Form 4?
In Cactus’ structure, “Units” are ownership interests in Cactus Companies, LLC. Holders may cause Cactus Companies to acquire their Units for either Class A Common Stock on a one-for-one basis or an equivalent amount of cash, at the company’s election.
Does Scott Bender directly own the Cactus (WHD) securities reported on this Form 4?
The securities are directly owned by Cactus WH Enterprises, LLC. Under SEC rules, Scott Bender may be deemed to have an indirect pecuniary interest, but he disclaims beneficial ownership beyond that indirect interest.
How large was the restructuring transaction relative to Scott Bender’s Cactus (WHD) holdings?
The restructuring involved 25,000 Units and 25,000 Class B shares, compared with 9,261,249 Class B shares and Units he is deemed to beneficially own indirectly after the transaction, indicating a relatively small change in his reported indirect position.
AI-generated analysis. How Rhea-AI works. Not financial advice.
