Insider Form 4: Scott Bender Disposes 30 Shares; 9.8M Indirect Holdings
Rhea-AI Filing Summary
Scott Bender, Chairman and CEO of Cactus, Inc. (WHD), filed a Form 4 reporting transactions dated 08/27/2025. The filing records the disposition of 30 shares of Class B common stock and related adjustments that result from member redemptions in Cactus WH Enterprises, LLC and Cactus Enterprises distributing Class B shares and/or Units. The report shows that 9,804,706 shares of common stock are beneficially owned indirectly by the Reporting Person through his ownership in Cactus Enterprises. Footnotes clarify that the Reporting Person did not receive the distributed shares or Units and disclaims direct beneficial ownership except to the extent of an indirect pecuniary interest.
Positive
- Transparent disclosure of insider transactions and the nature of indirect ownership through Cactus Enterprises
- Large aggregate indirect stake reported: 9,804,706 shares, clarifying executive alignment with the company through the affiliated entity
Negative
- None.
Insights
TL;DR: Routine insider disclosure showing indirect holdings via affiliated LLC; small reported disposition likely procedural.
The Form 4 documents a minor disposition tied to internal LLC redemptions and clarifies that the reported shares are held directly by Cactus Enterprises, not by the Reporting Person. The filing appropriately discloses indirect pecuniary interest under Rule 16a-1 and follows Instruction 4(b)(iv) by aggregating the LLC-held securities. From a governance perspective, this maintains transparency about executive exposure while distinguishing personal versus entity ownership.
TL;DR: A small 30-share disposal is immaterial relative to a reported indirect stake of 9.8 million shares; no immediate market impact.
The reported 30-share disposition is negligible versus the 9,804,706 shares reported as indirectly owned via Cactus Enterprises. Footnotes explain unit conversion features and redemption mechanics, which are useful for understanding possible future sources of Class A share issuance or cash redemptions. This Form 4 is informational and does not indicate a change in control or meaningful liquidity event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units | 30 | $0.00 | -- |
| Other | Class B Common Stock | 30 | $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.
