Cactus WH Enterprises, LLC and related individuals report significant ownership in Cactus, Inc. The group reports beneficial ownership tied to 9,686,249 shares of Class B common stock and 9,686,249 CC Units that are exchangeable one-for-one into Class A common stock.
Cactus WH Enterprises reports beneficial ownership of 9,686,249 shares, or 12.1% of Cactus Class A common stock on an as-exchanged basis. Scott Bender reports 9,765,257 shares, or 12.2%, and Joel Bender reports 9,879,915 shares, or 12.4%. Percentages are based on 68,899,841 Class A shares outstanding and 10,958,435 Class A shares issuable upon exchange as of February 13, 2026.
The filing is a joint Schedule 13G/A amendment by Cactus WH Enterprises, Scott Bender and Joel Bender, who together are identified as a group. Each expressly disclaims beneficial ownership beyond what is attributed under SEC rules.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
Cactus, Inc.
(Name of Issuer)
Class A common stock, par value $0.01 per share
(Title of Class of Securities)
127203107
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
127203107
1
Names of Reporting Persons
Cactus WH Enterprises. LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
9,686,249.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
9,686,249.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,686,249.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Beneficial ownership of the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of
Cactus, Inc. (the "Issuer") referred to herein is being reported hereunder solely because the reporting person directly
owns 9,686,249 shares of Class B common stock of the Issuer ("Class B Common Stock") and 9,686,249 units
representing limited liability company interests ("CC Units") in Cactus Companies, LLC ("Cactus Companies"),
which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Amended and
Restated Limited Liability Company Operating Agreement of Cactus Companies (the "Cactus Companies LLC
Agreement"). Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an
admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(2) Based on 68,899,841 shares of Class A Common Stock of the Issuer issued and outstanding as of February 13,
2026 and 10,958,435 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class B
Common Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
CUSIP No.
127203107
1
Names of Reporting Persons
Scott Bender
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
79,008.00
6
Shared Voting Power
9,686,249.00
7
Sole Dispositive Power
79,008.00
8
Shared Dispositive Power
9,686,249.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,765,257.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.2 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Together with Joel Bender, Scott Bender controls Cactus WH Enterprises, LLC ("Cactus WH Enterprises") and
is deemed to beneficially own 9,686,249 shares of Class B Common Stock and 9,686,249 CC Units directly held
by Cactus WH Enterprises, which are exchangeable for shares of Class A Common Stock on a one-for-one basis,
pursuant to the Cactus Companies LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents
shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the
securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or
for any other purpose, and such beneficial ownership is expressly disclaimed.
(2) Based on 68,899,841 shares of Class A Common Stock of the Issuer issued and outstanding as of February 13,
2026 and 10,958,435 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class B
Common Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
CUSIP No.
127203107
1
Names of Reporting Persons
Joel Bender
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
193,666.00
6
Shared Voting Power
9,686,249.00
7
Sole Dispositive Power
193,666.00
8
Shared Dispositive Power
9,686,249.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,879,915.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Together with Scott Bender, Joel Bender controls Cactus WH Enterprises and is deemed to beneficially own
9,686,249 shares of Class B Common Stock and 9,686,249 CC Units directly held by Cactus WH Enterprises,
which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Cactus
Companies LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to
constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to
herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose,
and such beneficial ownership is expressly disclaimed.
(2) Based on 68,899,841 shares of Class A Common Stock of the Issuer issued and outstanding as of February 13,
2026 and 10,958,435 shares of Class A Common Stock issuable upon the exchange of shares of outstanding Class B
Common Stock together with CC Units, as described above, outstanding on that date.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Cactus, Inc.
(b)
Address of issuer's principal executive offices:
920 Memorial City Way, Suite 300, Houston, Texas, 77024
Item 2.
(a)
Name of person filing:
This statement is jointly filed by Cactus WH Enterprises, LLC, a Delaware
limited liability company ("Cactus WH Enterprises"), Scott Bender, an individual, and Joel Bender, an individual.
(b)
Address or principal business office or, if none, residence:
The principal business office address of Cactus WH Enterprises, Scott Bender and Joel Bender is 920 Memorial City Way, Suite 300, Houston, Texas 77024.
(c)
Citizenship:
Cactus WH Enterprises is organized under the laws of the state of Delaware. Each of Scott Bender and Joel Bender is a USA citizen.
(d)
Title of class of securities:
Class A common stock, par value $0.01 per share
(e)
CUSIP No.:
127203107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(b)
Percent of class:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Cactus WH Enterprises, LLC
Scott Bender
Joel Bender
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable
Item 10.
Certifications:
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in Cactus, Inc. (WHD) does Cactus WH Enterprises report?
Cactus WH Enterprises reports beneficial ownership of 9,686,249 shares of Cactus Class A common stock on an as-exchanged basis, representing 12.1% of the class. This stake arises from Class B shares and CC Units that are exchangeable one-for-one into Class A common stock.
How much of Cactus, Inc. (WHD) does Scott Bender report owning?
Scott Bender reports beneficial ownership of 9,765,257 shares of Cactus Class A common stock on an as-exchanged basis, or 12.2% of the class. This includes his direct holdings and his deemed beneficial interest in securities held through Cactus WH Enterprises.
What is Joel Bender’s reported ownership percentage in Cactus, Inc. (WHD)?
Joel Bender reports beneficial ownership of 9,879,915 shares of Cactus Class A common stock on an as-exchanged basis, equal to 12.4% of the class. His reported stake reflects direct holdings plus his deemed interest in securities held by Cactus WH Enterprises.
How are the Cactus, Inc. (WHD) ownership percentages in this Schedule 13G/A calculated?
The ownership percentages use both outstanding and exchangeable shares. They are based on 68,899,841 Class A shares outstanding and 10,958,435 Class A shares issuable upon exchanging outstanding Class B shares and CC Units as of February 13, 2026.
What securities give rise to the reported beneficial ownership in Cactus, Inc. (WHD)?
The reported ownership is tied to Class B shares and CC Units. Cactus WH Enterprises directly holds 9,686,249 Class B common shares and 9,686,249 CC Units in Cactus Companies, LLC, which are exchangeable one-for-one into Cactus Class A common stock under the Cactus Companies LLC Agreement.
Who jointly filed this Schedule 13G/A for Cactus, Inc. (WHD)?
The joint filers are Cactus WH Enterprises, LLC, Scott Bender and Joel Bender. They list a shared business address in Houston, Texas and are identified as a group for Section 13(d) reporting, while expressly disclaiming beneficial ownership beyond what SEC rules attribute.
