STOCK TITAN

Cactus, Inc. (NYSE: WHD) CEO redeems 100,000 units and sells stock

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Form Type
4

Rhea-AI Filing Summary

Cactus, Inc. Chairman and CEO Scott Bender reported several related entity-level restructurings and a smaller stock sale on July 27, 2026. In connection with redemptions of ownership interests in Cactus WH Enterprises, LLC and Cactus Companies, LLC, Bender Investment Company and Cactus Enterprises moved 100,000 Units, a corresponding 100,000 shares of Class B Common Stock, and ultimately redeemed those Units and Class B shares for 100,000 shares of Class A Common Stock, while the issuer cancelled the corresponding Class B shares.

Separately, Bender Investment Company, an entity in which Bender has an interest, sold 13,300 shares of Class A Common Stock at $55.0670 per share in an open-market or private transaction. After these transactions, Bender is deemed to beneficially own 9,386,249 shares of Class B Common Stock and 9,386,249 Units held by Cactus Enterprises, reflecting an indirect pecuniary interest; he disclaims beneficial ownership beyond that indirect interest.

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Insider Bender Scott
Role Chairman and CEO
Sold 13,300 shs ($732K)
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 13,300 $55.067 $732K
Holdings After Transaction: Units — 9,386,249 shares (Indirect, See Footnote); Class B Common Stock — 9,386,249 shares (Indirect, See Footnote); Class A Common Stock — 207,227 shares (Direct)
Footnotes (10)
  1. 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.
  2. F2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,386,249 shares of Class B Common Stock and 9,386,249 Units owned by Cactus Enterprises.
  3. 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.
  4. 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.
  5. F5. In connection with its redemption of Units, as described below, BIC acquired 100,000 shares of Class A Common Stock.
  6. F6. The shares reported as sold represent the cumulative number of shares sold by Bender Investment Company. 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.
  7. F7. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
  8. 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.
  9. 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.
  10. F10. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on July 27, 2026.
Class A shares sold 13,300 shares Class A Common Stock sold by Bender Investment Company on July 27, 2026
Sale price per share $55.0670 Per-share price for 13,300 Class A shares sold in open-market or private transaction
Units redeemed for Class A 100,000 Units Units and corresponding Class B shares redeemed for Class A Common Stock on July 27, 2026
Class A shares acquired via redemption 100,000 shares Class A Common Stock acquired by Bender Investment Company in connection with Unit redemption
Beneficial Class B ownership 9,386,249 shares Class B Common Stock deemed beneficially owned after transactions through Cactus WH Enterprises, LLC
Beneficial Units ownership 9,386,249 Units Units of Cactus Companies, LLC deemed beneficially owned after transactions through Cactus WH Enterprises, LLC
Securities in restructuring 400,000 Aggregate securities involved in restructuring-type transactions reported as J-code in the filing
Units financial
""Units" mean ownership interests in Cactus Companies, LLC"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
Redemption Right financial
"provides the holders of Units with certain rights to cause Cactus Companies"
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.
indirect pecuniary interest financial
"the Reporting Person may be deemed to have an indirect pecuniary interest"
Rule 16a-1 regulatory
"By reason of the provisions of Rule 16a-1 of the Securities Exchange Act"
amended and restated limited liability company operating agreement regulatory
"The amended and restated limited liability company operating agreement of Cactus Companies"

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FAQ

What insider transactions did Scott Bender report for Cactus, Inc. (WHD)?

Scott Bender reported restructuring-related movements of Units and Class B shares into 100,000 Class A shares through affiliated entities, plus a separate sale of 13,300 Class A shares. Much of the activity reflects internal redemptions and cancellations within the Cactus ownership structure.

How many Cactus (WHD) Class A shares were sold and at what price?

An entity associated with Scott Bender, Bender Investment Company, sold 13,300 shares of Cactus Class A Common Stock at $55.0670 per share. The filing notes this figure as the cumulative number of shares sold by Bender Investment Company, with Bender reporting only his pecuniary interest.

What redemptions or exchanges of units occurred in the Cactus (WHD) filing?

Affiliated entities redeemed 100,000 Units and a corresponding 100,000 Class B shares, which were exchanged for 100,000 Class A shares. The issuer cancelled the related Class B shares, and these transactions follow rights in Cactus Companies’ amended and restated limited liability company operating agreement.

What is Scott Bender’s reported beneficial ownership after these Cactus (WHD) transactions?

Following the reported transactions, Scott Bender is deemed to beneficially own 9,386,249 shares of Class B Common Stock and 9,386,249 Units held by Cactus WH Enterprises, LLC. He reports an indirect pecuniary interest and disclaims beneficial ownership beyond that indirect interest in those securities.

Which entities besides Scott Bender are involved in the Cactus (WHD) Form 4 transactions?

The transactions involve Cactus WH Enterprises, LLC, Cactus Companies, LLC, and Bender Investment Company, a Nevada corporation controlled by Bender. These entities hold the Units and shares directly, while Bender reports an indirect pecuniary interest under Rule 16a-1 of the Exchange Act.
SEC Form 4
FORM 4UNITED 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 TEXAS 77024

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class B Common Stock07/27/2026J(1)100,000D(1)9,386,249ISee Footnote(2)(3)
Class B Common Stock07/27/2026A100,000A(1)9,486,249ISee Footnote(2)(3)
Class B Common Stock07/27/2026D100,000D(4)9,386,249ISee Footnote(2)(3)
Class A Common Stock07/27/2026J(5)100,000A(5)220,527D
Class A Common Stock07/27/2026S13,300(6)D$55.067207,227D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Units(7)(8)07/27/2026J(1)100,000 (8) (1)Class A Common Stock100,000(1)9,386,249ISee Footnote(1)(2)(3)
Units(7)(8)(9)07/27/2026A(1)100,000 (8)(9) (8)(9)Class A Common Stock100,000(9)9,486,249ISee Footnote(2)(3)
Units(7)(8)(9)07/27/2026J(4)100,000 (8)(9) (8)(9)Class A Common Stock100,000(10)9,386,249ISee Footnote(2)(3)
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. 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.
2. Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,386,249 shares of Class B Common Stock and 9,386,249 Units owned by Cactus Enterprises.
3. 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.
4. 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.
5. In connection with its redemption of Units, as described below, BIC acquired 100,000 shares of Class A Common Stock.
6. The shares reported as sold represent the cumulative number of shares sold by Bender Investment Company. 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.
7. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
8. 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.
9. (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.
10. The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on July 27, 2026.
Remarks:
/s/ Scott Bender, by William Marsh as Attorney-in-Fact07/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)