WHD Insider Filing: 69,555 Class B Disposition, 9,735,151 Indirect Shares Reported
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Units | 69,555 | $0.00 | -- |
| Other | Class B Common Stock | 69,555 | $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.
