Cactus, Inc. (NYSE: WHD) insider swaps 100,000 units and sells Class A stock
Rhea-AI Filing Summary
Cactus, Inc. president and major stockholder Joel Bender reported an Up-C restructuring in which an entity he controls, Bender Investment Company, redeemed ownership interests in Cactus WH Enterprises, LLC and ultimately exchanged 100,000 Units and a corresponding 100,000 shares of Class B Common Stock for 100,000 shares of Class A Common Stock on July 27, 2026.
After these transactions, he is deemed to beneficially own 9,386,249 Class B shares and 9,386,249 Units held by Cactus WH Enterprises, LLC, while disclaiming beneficial ownership beyond his indirect pecuniary interest. Separately, Bender Investment Company cumulatively sold 13,300 shares of Class A Common Stock at $55.067 per share, with Bender likewise disclaiming beneficial ownership except to the extent of his pecuniary interest.
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Insights
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Insider Trade Summary
Net Seller: 13,300 shares
Net Sell
8 txns
Insider
Bender Joel
Role
President
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 — 128,219 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 9,386,249 shares of Class B Common Stock and 9,386,249 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 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.
- 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 July 27, 2026.
Key Figures
Units exchanged: 100,000 Units
Class A shares received: 100,000 shares of Class A Common Stock
Class A shares sold: 13,300 shares of Class A Common Stock
+3 more
6 metrics
Units exchanged
100,000 Units
Units and corresponding Class B shares redeemed for Class A on July 27, 2026
Class A shares received
100,000 shares of Class A Common Stock
Received by Bender Investment Company in exchange for Units and Class B shares
Class A shares sold
13,300 shares of Class A Common Stock
Cumulative shares sold by Bender Investment Company as reported
Sale price per share
$55.067 per share
Price for the 13,300 Class A shares sold by Bender Investment Company
Beneficial Class B holdings
9,386,249 shares of Class B Common Stock
Deemed beneficially owned by Joel Bender after the transactions
Beneficial Unit holdings
9,386,249 Units
Units in Cactus Companies, LLC deemed beneficially owned after the transactions
Key Terms
Redemption Right, Call Right, indirect pecuniary interest, Rule 16a-1, +1 more
5 terms
Redemption Right financial
"provides the holders of Units with certain rights to cause Cactus Companies to acquire"
Call Right financial
"the Issuer (instead of Cactus Companies) has the right (the "Call Right") to acquire"
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
"may be deemed to have an indirect pecuniary interest in the securities held directly"
Rule 16a-1 regulatory
"By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934"
limited liability company agreement financial
"pursuant to the amended and restated limited liability company agreement of Cactus Enterprises"
A limited liability company agreement is the legal contract that lays out who owns a limited liability company, how it is run, how profits and losses are shared, and the rules for major decisions, transfers and exits. For investors it functions like an operating manual or roadmap: it determines control rights, payout priority, dispute resolution and protections against personal liability, so it directly affects risk, governance and how and when investors can realize returns.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What restructuring did Joel Bender report for Cactus, Inc. (WHD)?
Joel Bender reported an Up-C style restructuring where an affiliated entity exchanged 100,000 Units and 100,000 Class B shares for 100,000 Class A Common shares on July 27, 2026, simplifying part of his indirect ownership structure.
What are Joel Bender’s reported beneficial holdings in Cactus (WHD) after these transactions?
Following the reported transactions, Joel 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, while disclaiming beneficial ownership except for his indirect pecuniary interest.
What do the “Units” reported in the Cactus (WHD) Form 4 represent?
The reported Units are ownership interests in Cactus Companies, LLC. Holders may require redemption for either Class A Common Stock on a one-for-one basis or cash, at the election of Cactus Companies, under its operating agreement.
How do the Redemption Right and Call Right work in Cactus (WHD)’s structure?
Unit holders have a Redemption Right to exchange Units for Class A shares or cash, while the issuer has a Call Right to acquire tendered Units on the same terms. The issuer did not exercise the Call Right for the redemptions described.
How are Cactus (WHD) securities held by Cactus WH Enterprises, LLC attributed to Joel Bender?
Securities are directly owned by Cactus WH Enterprises, LLC. Under Rule 16a-1, Joel Bender may be deemed to have an indirect pecuniary interest via his ownership interest, but he disclaims beneficial ownership beyond that interest.