Form 4: Cactus CEO Bender's Indirect Ownership Update

A recent SEC Form 4 filing clarifies Scott Bender's indirect beneficial ownership in Cactus, Inc. following a distribution to other members.

Summary

• Scott Bender, Chairman and CEO, Director, and 10% Owner of Cactus, Inc. (WHD), filed a Form 4 regarding changes in beneficial ownership.
• The filing reports a transaction on August 18, 2025, where Cactus WH Enterprises, LLC ('Cactus Enterprises') distributed 168,934 shares of Class B Common Stock to certain of its members.
• Scott Bender did not participate in these redemptions, and no shares of Class B Common Stock were distributed to him or entities he controls.
• The filing also notes a distribution of 168,934 'Units' (ownership interests in Cactus Companies, LLC) by Cactus Enterprises to certain members, in which Mr. Bender also did not participate.
• Units are convertible into Class A Common Stock at a 1:1 ratio or an equivalent cash amount, at Cactus Companies' election.
• Following these reported transactions, Mr. Bender's indirect beneficial ownership through Cactus Enterprises is reported as 9,818,375 shares of Class B Common Stock and 9,818,375 Units.
• Mr. Bender disclaims beneficial ownership of any securities he does not directly own, except to the extent of his indirect pecuniary interest.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual disclosure of an insider's indirect beneficial ownership following a transaction in which the reporting person did not directly participate. It does not indicate positive or negative operational or financial performance.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of insider ownership changes, common across all publicly traded industries, and does not provide specific insights into broader industry trends for the oil and gas equipment and services sector.

Related Party Transactions

• The filing details distributions of Class B Common Stock and Units by Cactus WH Enterprises, LLC ('Cactus Enterprises') to certain of its members. Scott Bender, the reporting person, has an indirect pecuniary interest in Cactus Enterprises, and Cactus, Inc. is the sole managing member of Cactus Companies, LLC, which issues the Units. This structure indicates transactions occurring within a group of related entities and individuals.

Stakeholder Impact

• Shareholders: Provides transparency regarding the indirect beneficial ownership structure of a key executive and 10% owner, clarifying that his direct holdings were not impacted by the reported distributions to other members.
• Management: Confirms the reporting person's indirect ownership interest in the underlying entities.

Key Dates

Keywords

Cactus Inc, WHD, Scott Bender, SEC Form 4, Beneficial Ownership, Insider Trading, Class B Common Stock, Cactus Enterprises, Corporate Governance