WHD Insider Filing: Joel Bender Reports 9.74M Indirect Shares After Distribution
Rhea-AI Filing Summary
Joel Bender, a director, president and reported 10% owner of Cactus, Inc. (WHD), filed a Form 4 disclosing changes in beneficial ownership dated 09/09/2025. The filing shows a disposition of 69,555 shares of Class B common stock (transaction code J(1)), after which 9,735,151 shares remain beneficially owned indirectly by Cactus WH Enterprises, LLC. Parallel reporting in the derivative table shows 69,555 Class A common shares underlying the reported derivative position, with the same 9,735,151 shares noted as indirectly owned. The filing states these shares were distributed by Cactus Enterprises to certain members in redemptions and that the reporting person did not participate in those redemptions. The report is signed by Joel Bender via attorney-in-fact William Marsh on 09/09/2025.
Positive
- Transparency: Filing clearly discloses the nature of the distribution and states that the reporting person did not participate in the redemptions
- Detailed explanation: Provides explicit linkage between Units, Class A conversion rights, and indirect ownership through Cactus Enterprises
Negative
- Reduced Class B holdings: A disposition of 69,555 Class B shares is reported, which may change share class composition reported for insiders
- Concentration risk: Reporting person is associated with a large indirect position of 9,735,151 shares, indicating significant insider exposure concentrated via an affiliate
Insights
TL;DR: Insider reports a non-participatory distribution reducing Class B holdings while large indirect stake remains via affiliated LLC.
The Form 4 documents a technical disposition of 69,555 Class B shares that resulted from distributions tied to member redemptions by Cactus WH Enterprises, LLC, not from an active sale or purchase by the reporting person. The disclosure clarifies the reporting person retains no direct change and that an indirect pecuniary interest persists through ownership in Cactus Enterprises. This filing is largely informational about ownership allocation following internal LLC redemptions and does not indicate a voluntary insider sale or company-level capital market transaction.
TL;DR: Transaction appears administrative: distributed shares from LLC redemptions; material indirect stake remains at 9.74 million shares.
The recorded disposition of 69,555 Class B shares is tied to member redemptions and distributions by an affiliate entity. The report highlights that the issuer's managing member structure and conversion rights (Units to Class A shares) create both direct and derivative reporting lines. For investors, the key point is the continuing 9,735,151-share indirect holding attributed to Cactus Enterprises and disclosed under Rule 16a-1; the reporting person disclaims beneficial ownership beyond his indirect pecuniary interest. The filing does not present new purchases, option exercises, or cash proceeds attributable to the reporting person.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units | 69,555 | $0.00 | -- |
| Other | Class B Common Stock | 69,555 | $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.
