[Form 4] Cactus, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Scott Bender, Chairman and CEO of Cactus, Inc. (WHD), filed a Form 4 reporting ownership changes dated 09/09/2025. The filing shows a reported disposition of 69,555 shares of Class B Common Stock under Transaction Code J related to member redemptions in Cactus WH Enterprises, LLC. The report states the Reporting Person did not participate in those redemptions and received no distributed shares or Units. The filing discloses 9,735,151 shares of Class A Common Stock beneficially owned following the transactions, reported as indirectly owned through Cactus Enterprises pursuant to Rule 16a-1. The explanation describes conversion/redemption mechanics between Units and Class A Common Stock and clarifies the Reporting Persons disclaimer of beneficial ownership except for any indirect pecuniary interest.

Positive

• Clear disclosure of indirect ownership (9,735,151 shares) through Cactus Enterprises, consistent with Rule 16a-1 reporting
• Explicit disclaimer that the Reporting Person did not receive distributed Class B shares or Units, reducing ambiguity about insider transfers

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Form 4 reports indirect ownership of 9,735,151 shares and a distribution-related disposition of 69,555 Class B shares; Reporting Person disclaims direct receipt.

The filing documents a non-participatory distribution event tied to member redemptions in Cactus WH Enterprises, LLC, recorded under Transaction Code J. The Report clarifies that the distributed Class B shares and Units were not received by the Reporting Person or entities he controls. The 9,735,151 shares reported reflect indirect ownership through Cactus Enterprises per Rule 16a-1 and the filing includes the operating agreement provisions that permit conversion or redemption of Units into Class A Common Stock or cash. This is a routine disclosure to reflect structural ownership adjustments rather than an active purchase or sale by the Reporting Person.

Securities Analyst

TL;DR: The transaction is a distribution tied to LLC member redemptions; no direct transfer to the Reporting Person is reported.

The Form 4 uses Instruction disclosures and footnotes to explain that reported amounts are held directly by Cactus Enterprises and the Reporting Persons interest is indirect and pecuniary in nature. The filing cites the Units redemption rights and the redemption ratio for conversion into Class A shares. The disclosure appears compliant and informational, documenting structural ownership rather than an executable market trade by the insider.

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
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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)
09/09/2025

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	09/09/2025		J(1)		69,555	D	(1)	9,735,151	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)	09/09/2025		J(5)			69,555	(4)	(5)	Class A Common Stock	69,555	(5)	9,735,151	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	09/09/2025
	** 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 (WHD) report on the Form 4 filed 09/09/2025?

The Form 4 reports a disposition of 69,555 Class B Common Stock under Transaction Code J and discloses 9,735,151 shares of Class A Common Stock beneficially owned indirectly through Cactus Enterprises.

Did the Reporting Person receive shares from the redemption event?

No. The filing states the Reporting Person did not participate in the redemptions and received no distributed Class B shares or Units.

Why are Class A shares shown as indirectly owned?

The filing explains the shares are directly owned by Cactus Enterprises and, under Rule 16a-1, the Reporting Person may be deemed to have an indirect pecuniary interest due to ownership in Cactus Enterprises.

What does Transaction Code J indicate on this Form 4?

In this filing, Transaction Code J is associated with distributions in connection with member redemptions by Cactus WH Enterprises, LLC as explained in the Forms footnotes.

Does the filing indicate any change in voting control by the Reporting Person?

The Form 4 does not state any change to the Reporting Persons direct ownership or control; it reports indirect ownership through Cactus Enterprises and disclaims direct beneficial ownership of distributed interests.