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[Form 4] Cactus, Inc. Insider Trading Activity

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

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.

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 Scott

(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)
Chairman and CEO
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/ Scott 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.

FAQ

What transaction did Scott Bender report on the Form 4 for WHD?

The Form 4 reports a disposition of 30 shares of Class B common stock on 08/27/2025 and related notations tying to member redemptions.

How many shares does the filing show Scott Bender indirectly owns?

The filing reports 9,804,706 shares as beneficially owned indirectly through Cactus Enterprises.

Did Scott Bender personally receive shares from the redemptions described?

No; the footnotes state the Reporting Person did not participate in the redemptions and received no distributed Class B shares or Units.

What is the relationship of the reporting person to Cactus, Inc. (WHD)?

The Form 4 lists Scott Bender as Chairman and CEO, a Director, and a 10% owner of the issuer.

Do the footnotes describe conversion or redemption rights related to Units?

Yes; the filing explains that Units can be acquired for Class A common stock at a 1:1 redemption ratio (subject to adjustments) or for cash, per the operating agreement.
Cactus

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United States
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