Insider Filing: Joel Bender Reports Redemptions, 9.82M Indirect WHD Shares
Rhea-AI Filing Summary
Joel Bender, a director, officer and 10% owner of Cactus, Inc. (WHD), filed a Form 4 reporting transactions dated 08/18/2025. The report shows a disposition of 168,934 shares of Class B common stock and a corresponding disposition of 168,934 units underlying Class A common stock tied to redemptions by members of Cactus WH Enterprises, LLC. The filing states Mr. Bender did not participate in those redemptions and received no shares or units. The report discloses that 9,818,375 shares are beneficially owned indirectly by Cactus Enterprises, over which Mr. Bender may have an indirect pecuniary interest through his ownership in that entity.
Positive
- Transparent disclosure of the redemption-related distributions and the reporting person's non-participation
- Clear reporting of a substantial indirect holding of 9,818,375 shares held by Cactus Enterprises
- Compliance with Section 16 filing requirements, including statement of indirect pecuniary interest
Negative
- None.
Insights
TL;DR Insider Form 4 records distributions tied to member redemptions; reporting person did not receive shares and retains a large indirect stake.
The filing documents a transfer mechanism where Cactus WH Enterprises, LLC distributed Class B shares and Units to certain members as part of redemptions under the LLC agreement. The reporting person, Joel Bender, reports a disposition of 168,934 shares/units but explicitly states he did not participate and received no distribution. The filing also reports that 9,818,375 shares are held directly by Cactus Enterprises and are reported as indirectly beneficial to Mr. Bender under Rule 16a-1. For investors, the report clarifies ownership structure and confirms that the change arose from member-level redemptions rather than a direct sale by the insider.
TL;DR Disclosure shows compliance with Section 16 reporting and clarifies indirect ownership; no insider enrichment disclosed.
The Form 4 provides the required Section 16 disclosure describing distributions by Cactus Enterprises under amended LLC agreements. The reporting person disclaims receipt of distributed securities and limits his claimed beneficial ownership to indirect pecuniary interest via Cactus Enterprises, consistent with Instruction 4(b)(iv). The filing is procedural and informative about equity conversion/redemption rights but does not report stock sales by the insider or executive compensation events. Impact is informational for governance and ownership transparency.
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.
