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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), 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

  • None.

Negative

  • None.

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.

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)
08/25/2025
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 08/25/2025 J(1) 13,639 D (1) 9,804,736 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) 08/25/2025 J(5) 13,639 (4) (5) Class A Common Stock 13,639 (5) 9,804,736 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 08/25/2025
** 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 did Scott Bender report on Form 4 for WHD?

The Form 4 reports a disposition of 13,639 Class B Common Stock on 08/25/2025 and shows 9,804,736 shares beneficially owned indirectly through Cactus Enterprises.

Did Scott Bender personally receive shares or units in the reported transaction?

No. The filing states the distributions resulted from redemptions by other Cactus Enterprises members and no shares or Units were distributed to the Reporting Person or entities he controls.

Why is the ownership listed as indirect for 9,804,736 shares?

Those securities are directly owned by Cactus Enterprises, and Mr. Bender may be deemed to have an indirect pecuniary interest due to his ownership in Cactus Enterprises, per the filing's footnotes.

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/25/2025 by William Marsh as attorney-in-fact for Scott Bender.

Does the filing indicate any direct trading activity by Scott Bender?

The filing indicates the Reporting Person did not participate in the redemptions and did not directly receive the distributed securities; the recorded disposition is presented as arising from other members' redemptions.
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