Cactus president sells 100K shares at $70.372
Cactus president Joel Bender reports a 100,000-share Rule 10b5-1 sale and related Unit redemptions while remaining deemed to own 9,161,249 Class B shares and Units indirectly.
Rhea-AI Filing Summary
Cactus, Inc. (WHD) reported that president and director Joel Bender filed a Form 4 for a series of related transactions on September 1, 2026. An entity he controls, Bender Investment Company, redeemed 100,000 Units and a corresponding 100,000 shares of Class B Common Stock for 100,000 shares of Class A Common Stock, then sold 100,000 Class A shares at $70.372 per share under a Rule 10b5-1 trading plan. After these transactions, Bender is deemed to beneficially own 9,161,249 shares of Class B Common Stock and 9,161,249 Units held by Cactus WH Enterprises, LLC, in which he has an indirect pecuniary interest.
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Insights
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Insider Trade Summary 10b5-1
Net Seller: 100,000 shares
Net Sell
8 txns
Insider
Bender Joel
Role
President
Sold
100,000 shs ($7.04M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units F7, F8, F1, F2, F3 | 100,000 | -- | -- |
| Grant/Award | Units F7, F8, F9, F1, F2, F3 | 100,000 | -- | -- |
| Other | Units F7, F8, F9, F4, F10, F2, F3 | 100,000 | -- | -- |
| Other | Class B Common Stock F1, F2, F3 | 100,000 | -- | -- |
| Grant/Award | Class B Common Stock F1, F2, F3 | 100,000 | -- | -- |
| Disposition | Class B Common Stock F4, F2, F3 | 100,000 | -- | -- |
| Other | Class A Common Stock F5 | 100,000 | -- | -- |
| Sale | Class A Common Stock F6 | 100,000 | $70.372 | $7.04M |
Holdings After Transaction:
Units — 9,161,249 contracts (Indirect, See Footnote);
Class B Common Stock — 9,161,249 shares (Indirect, See Footnote);
Class A Common Stock — 41,519 shares (Direct)
Footnotes (10)
- 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. 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, 100,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.
- F2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,161,249 shares of Class B Common Stock and 9,161,249 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. 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.
- F5. In connection with its redemption of Units, as described below, BIC acquired 100,000 shares of Class A Common Stock.
- F6. The shares reported herein as sold represent the aggregate number of shares sold by Bender Investment Company pursuant to a Rule 10b5-1 trading plan. The reporting person has an ownership interest in Bender Investment Company and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
- F8. 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.
- F9. (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.
- F10. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on September 1, 2026.
Key Figures
Class A shares sold: 100,000 shares
Sale price per Class A share: $70.372 per share
Units redeemed: 100,000 Units
+3 more
6 metrics
Class A shares sold
100,000 shares
Shares of Class A Common Stock sold on September 1, 2026
Sale price per Class A share
$70.372 per share
Price for the 100,000 Class A shares sold on September 1, 2026
Units redeemed
100,000 Units
Units and corresponding Class B shares redeemed for Class A Common Stock
Class A shares received on redemption
100,000 shares
Class A Common Stock received for 100,000 Units and Class B shares
Post-transaction Class B holdings (deemed)
9,161,249 shares
Class B Common Stock Bender is deemed to beneficially own after the transactions
Post-transaction Units holdings (deemed)
9,161,249 Units
Units in Cactus WH Enterprises, LLC Bender is deemed to beneficially own after the transactions
Key Terms
Rule 10b5-1 trading plan, pecuniary interest, Redemption Right, Call Right, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"shares sold by Bender Investment Company pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
pecuniary interest financial
"disclaims beneficial ownership except to the extent of his pecuniary interest therein"
Redemption Right financial
"holders of Units with certain rights to cause Cactus Companies to acquire their Units"
Call Right financial
"the Issuer has the right (the "Call Right") to acquire each tendered Unit"
A call right is a contractual ability, usually held by the issuer or seller, to buy back or retire a financial instrument (such as a bond or preferred share) before its scheduled end date. It matters to investors because an issuer’s decision to exercise that right can shorten expected income and force reinvestment—like a lender refinancing a mortgage—changing the security’s value and the investor’s future returns.
beneficial ownership regulatory
"the Reporting Person is deemed to beneficially own 9,161,249 shares of Class B"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions did Cactus, Inc. (WHD) report for Joel Bender on September 1, 2026?
The filing reports redemptions of 100,000 Units and 100,000 Class B shares for 100,000 Class A shares, followed by a sale of 100,000 Class A shares at $70.372 per share by Bender Investment Company.
Was the Cactus (WHD) insider sale made under a Rule 10b5-1 trading plan?
Yes. The footnotes state that the 100,000 Class A shares sold were the aggregate number of shares sold by Bender Investment Company pursuant to a Rule 10b5-1 trading plan.
What Cactus (WHD) holdings does Joel Bender report after these transactions?
After the reported transactions, Joel Bender is deemed to beneficially own 9,161,249 shares of Class B Common Stock and 9,161,249 Units held by Cactus WH Enterprises, LLC, reflecting his indirect pecuniary interest.
What are the 'Units' referenced in the Cactus (WHD) Form 4?
“Units” are ownership interests in Cactus Companies, LLC. Holders may cause Cactus Companies to redeem Units for either Class A Common Stock on a one-for-one basis or an equivalent amount of cash, subject to adjustment for certain corporate actions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
