Cactus: Bender Investment sells 100,000 shares
The Unit exchange terms allowed shares or equivalent cash, and Cactus, Inc. did not exercise its Call Right.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Cactus, Inc. (WHD) reported that Bender Investment Company (BIC), a Nevada corporation controlled by Chairman and CEO Scott Bender, redeemed 100,000 Units and corresponding Class B common shares for 100,000 Class A shares on October 1, 2026. Cactus Enterprises had distributed the Units and Class B shares to BIC when BIC redeemed part of its ownership interests; Cactus, Inc. cancelled the Class B shares.
BIC also sold 100,000 Class A shares at $61.973 per share under a Rule 10b5-1 trading plan. Following the transactions, Scott Bender was deemed to beneficially own 9,061,249 Class B shares and 9,061,249 Units owned by Cactus Enterprises.
Insights
Analyzing...
Insider Trade Summary 10b5-1
Net Seller: 100,000 shares
Net Sell
8 txns
Insider
Bender Scott
Role
Chairman and CEO
Sold
100,000 shs ($6.20M)
| 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 | $61.973 | $6.20M |
Holdings After Transaction:
Units — 9,061,249 contracts (Indirect, See Footnote);
Class B Common Stock — 9,061,249 shares (Indirect, See Footnote);
Class A Common Stock — 120,527 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 9,061,249 shares of Class B Common Stock and 9,061,249 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 October 1, 2026.
Key Figures
Units redeemed: 100,000 Units
Class A shares acquired: 100,000 shares
Class A shares sold: 100,000 shares
+3 more
6 metrics
Units redeemed
100,000 Units
BIC redemption on October 1, 2026
Class A shares acquired
100,000 shares
BIC redemption on October 1, 2026
Class A shares sold
100,000 shares
BIC sale on October 1, 2026
Sale price
$61.973 per share
BIC sale on October 1, 2026
Deemed beneficial ownership of Class B common stock
9,061,249 shares
Following the transactions; shares owned by Cactus Enterprises
Deemed beneficial ownership of Units
9,061,249 Units
Following the transactions; Units owned by Cactus Enterprises
Key Terms
Rule 10b5-1 trading plan, Units, Redemption Right, Call Right, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"sold ... 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.
Units financial
"“Units” mean ownership interests in Cactus Companies"
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
"Upon the exercise of the Redemption Right"
Call Right financial
"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 regulatory
"may be deemed to have an indirect pecuniary interest"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were the exchange terms for WHD Units?
Unit holders could cause Cactus Companies to acquire all or at least a minimum portion of their Units for Class A shares at one share per Unit or an equivalent amount of cash, at Cactus Companies’ election. Cactus, Inc. had a Call Right to acquire tendered Units on those terms and did not exercise it for these redemptions.
What were Scott Bender's reported holdings after the WHD transactions?
Following the transactions, Scott Bender was deemed to beneficially own 9,061,249 Class B common shares and 9,061,249 Units owned by Cactus Enterprises. He disclaimed beneficial ownership of securities he did not directly own, except to the extent of his indirect pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
