WHD Form 4: Director Joel Bender Discloses Indirect 9.8M-Share Interest
Rhea-AI Filing Summary
Joel Bender, a director, 10% owner and President of Cactus, Inc. (WHD), filed a Form 4 reporting changes in beneficial ownership on 08/25/2025. The filing shows a disposition of 13,639 shares of Class B Common Stock and a corresponding report in the derivative table referencing 13,639 Class A Common Stock equivalents. The report states that these securities are directly owned by Cactus Enterprises and that Mr. Bender did not participate in the redemptions that caused distributions of Class B stock and Units to other members. As a result, the filing reports that Mr. Bender may be deemed to have an indirect pecuniary interest in 9,804,736 shares held by Cactus Enterprises, while disclaiming beneficial ownership of securities he does not directly own.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine insider disclosure showing indirect ownership concentration and a small non-participating disposition tied to member redemptions.
The Form 4 documents a non-market corporate reorganization event: certain members of Cactus Enterprises redeemed ownership interests, and Cactus Enterprises distributed Class B shares and Units to those members. Mr. Bender did not participate in those redemptions, yet the filing reports his indirect pecuniary interest in 9,804,736 shares held by Cactus Enterprises. The reported disposition of 13,639 Class B shares appears to reflect bookkeeping related to the distributions rather than an open-market sale by the reporting person. For investors, the key takeaway is the clear disclosure of large indirect ownership and that changes resulted from internal entity redemptions rather than personal trading.
TL;DR: Proper compliance filing clarifies indirect holdings and confirms the reporting person did not receive distributed interests.
The footnotes provide governance context: the securities are held directly by Cactus Enterprises and the company’s operating agreements permit units to be redeemed for Class A shares or cash. The filer appropriately reports the full amount of securities held by the entity per Rule 16a-1 and expressly disclaims direct beneficial ownership except for any indirect pecuniary interest. This form adheres to Section 16 transparency standards and documents an entity-level redistribution event rather than an executive-initiated trade.
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.
