WHD Insider Filing: Scott Bender Shows 9.8M Indirect Stake After Redemptions
Rhea-AI Filing Summary
Scott Bender, Chairman and CEO of Cactus, Inc. (WHD), reported transactions on 08/25/2025 disclosing a disposition of 13,639 shares of Class B Common Stock and a corresponding entry in the derivative table reflecting 13,639 Class A underlying shares. After the reported transactions, 9,804,736 shares are reported as beneficially owned indirectly through Cactus WH Enterprises, LLC ("Cactus Enterprises"). The filing states the dispositions resulted from redemptions by other Cactus Enterprises members and that the Reporting Person did not receive any distributed shares or units. The report is signed on behalf of Scott Bender by an attorney-in-fact on 08/25/2025.
Positive
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Negative
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Insights
TL;DR The filing documents an indirect ownership disclosure and a small disposition tied to member redemptions; control interests remain concentrated.
The report clarifies that the distributed Class B shares and Units were part of redemptions by other members of Cactus Enterprises and were not received by the Reporting Person or entities he controls. The filing appropriately reports the full amount of securities held by Cactus Enterprises as indirectly beneficial to Mr. Bender under Rule 16a-1, and includes the required explanatory footnotes. This maintains transparency about potential insider influence while noting no direct acquisition or sale by the Reporting Person.
TL;DR A small disposition (13,639 shares) was reported but overall indirect stake remains large at 9.8 million shares, as disclosed.
The transaction size reported is small relative to the reported indirect holding of 9,804,736 shares, and the explanatory notes indicate the transaction arose from third-party redemptions within Cactus Enterprises rather than an active trade by Mr. Bender. For investors, the material fact is the continued disclosure of a sizable indirect holding rather than a change in control or cash-generating sale by the insider. The form is filed under Section 16 and includes a signature by attorney-in-fact.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units | 13,639 | $0.00 | -- |
| Other | Class B Common Stock | 13,639 | $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.
