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WHD Form 4: Insider Filing Shows LLC Redemption Distribution, No Personal Sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cactus, Inc. (WHD) Form 4 filed for Joel Bender reports a change in beneficial ownership tied to member redemptions in affiliated LLCs. The filing shows a reported disposition of 30 shares of Class B Common Stock on 08/27/2025 under code J(1), and a corresponding reporting line for 30 Class A-equivalent shares, with 9,804,706 shares listed as beneficially owned following the transaction. The securities are directly owned by Cactus Enterprises (an affiliate), and Mr. Bender disclaims direct ownership except for any indirect pecuniary interest through his ownership in Cactus Enterprises. The filing notes the transaction resulted from distributions to other members; Mr. Bender did not receive shares or units in the redemptions.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Report documents indirect ownership adjustments from LLC member redemptions; reporting person did not receive or sell shares personally.

The Form 4 records a technical disposition entry tied to distributions within Cactus Enterprises rather than an active trade by the reporting person. The report clarifies that the 9,804,706 shares are held directly by the affiliate and are included per Rule 16a-1 aggregation rules to reflect potential indirect pecuniary interest. For governance and disclosure purposes this is a routine ownership reconciliation following internal LLC redemptions; it does not indicate a personal sale or purchase by the reporting director/officer.

TL;DR: Filing appears compliant and explanatory, attributing movements to affiliate-level distributions, limiting insider trading interpretation.

The entry uses transaction code J to report distributions related to redemptions by other members of the LLC and includes explanatory footnotes about Units and conversion rights into Class A shares. The reporting person disclaims beneficial ownership beyond indirect pecuniary interest. From a compliance perspective, the form provides the necessary attribution and context to avoid misinterpretation of insider trading activity.

Insider Bender Joel
Role President
Type Security Shares Price Value
Other Units 30 $0.00 --
Other Class B Common Stock 30 $0.00 --
Holdings After Transaction: Units — 9,804,706 shares (Indirect, See Footnote); Class B Common Stock — 9,804,706 shares (Indirect, See Footnote)
Footnotes (1)
  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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
08/27/2025
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 08/27/2025 J(1) 30 D (1) 9,804,706 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) 08/27/2025 J(5) 30 (4) (5) Class A Common Stock 30 (5) 9,804,706 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 08/28/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What change in holdings did Joel Bender report on Form 4 for WHD?

The Form 4 reports a disposition entry of 30 Class B Common Stock (transaction code J) and a corresponding 30 Class A-equivalent amount, with 9,804,706 shares listed as beneficially owned by the affiliate after the transaction.

Did Joel Bender personally receive or sell shares in the reported transaction?

No. The filing states the distributions resulted from redemptions by other members of Cactus Enterprises and that the Reporting Person did not participate and received no shares or units.

Why are 9,804,706 shares reported if Joel Bender did not receive shares?

Those shares are directly owned by Cactus Enterprises. Under Rule 16a-1 aggregation, Mr. Bender may be deemed to have an indirect pecuniary interest through his ownership in the affiliate, so the entire amount is reported.

What does transaction code J indicate in this Form 4?

In this filing code J is used to report a redemption-related distribution (distribution of securities to members in connection with redemptions) as explained in the form's footnotes.

Are there conversion or exercise features noted for the reported Units?

Yes. The operating agreement provides that Units can be acquired by Cactus Companies for shares of Class A Common Stock at a 1:1 redemption ratio (subject to adjustments) or an equivalent cash amount, as described in the footnotes.