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

Financial Analyst

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.

Corporate Governance Expert

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.

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 Joel

(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)
	President

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/ Joel 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 transactions did Joel Bender report on the Form 4 for WHD?

The Form 4 reports a disposition of 168,934 shares of Class B common stock and a corresponding disposition of 168,934 units underlying Class A common stock dated 08/18/2025.

Did Joel Bender receive any shares from the redemptions?

No. The filing explicitly states the reporting person did not participate in the redemptions and received no shares or units.

How many shares are beneficially owned indirectly according to the filing?

The filing reports 9,818,375 shares as beneficially owned indirectly by Cactus Enterprises, which the reporting person may have a pecuniary interest in.

Why are units and Class A shares mentioned in the Form 4?

The LLC operating agreement gives Unit holders rights to have Units acquired for Class A common stock or cash; Units and Class A shares are reported because distributions and redemption rights involve conversion to Class A shares.

Does this Form 4 indicate a personal sale by Joel Bender?

No. The report indicates the dispositions resulted from member redemptions by Cactus Enterprises and states Joel Bender did not participate or receive distributions.