Form 4: Cactus CEO Scott Bender Reports Indirect Ownership Changes
Insider Ownership Report
Cactus, Inc. Chairman and CEO Scott Bender filed a Form 4 detailing changes in his indirect beneficial ownership through Cactus Enterprises, related to redemptions by other members.
Summary
- Scott Bender, Chairman and CEO of Cactus, Inc., filed a Form 4 reporting changes in his indirect beneficial ownership of Class B Common Stock and Units (ownership interests in Cactus Companies, LLC).
- The reported transactions, occurring on August 25, 2025, involved the disposition of 13,639 shares of Class B Common Stock and 13,639 Units from Cactus WH Enterprises, LLC ('Cactus Enterprises').
- These dispositions were a result of redemptions of ownership interests in Cactus Enterprises by certain other members, not by Scott Bender or entities controlled by him.
- Following these reported transactions, Scott Bender's indirect beneficial ownership through Cactus Enterprises is 9,804,736 shares of Class B Common Stock and 9,804,736 Units.
- The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
- Scott Bender disclaims beneficial ownership of any securities he does not directly own, except to the extent of his indirect pecuniary interest therein.
Sentiment
Score: 5
Explanation: This is a routine compliance filing (Form 4) reporting changes in indirect beneficial ownership due to redemptions by other parties, not directly by the reporting person. It does not indicate positive or negative operational performance or strategic shifts for the company.
Future Outlook
The transaction date of August 25, 2025, being in the future, indicates a pre-planned transaction executed under a Rule 10b5-1 trading plan, which allows insiders to establish a pre-arranged plan for buying or selling company stock.
Management Comments
- Scott Bender 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 Scott Bender is a member of a group or the beneficial owner of any securities not directly owned by him.
Industry Context
Form 4 filings are routine disclosures for company insiders, providing transparency into their holdings. This filing highlights the complex ownership structures, often involving LLCs, common in companies that have transitioned from private to public ownership.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Existing Governance Mechanism | The transactions are governed by the amended and restated limited liability company agreement of Cactus Enterprises, which outlines the redemption rights for ownership interests. | This filing reflects the operation of existing corporate governance structures related to the company's multi-entity ownership framework, rather than a change in governance. |
Related Party Transactions
- Redemptions of ownership interests in Cactus Enterprises by certain other members, which indirectly affect Scott Bender's beneficial ownership, can be considered related party transactions given his role and ownership in Cactus Enterprises.
Stakeholder Impact
- Shareholders: Provides transparency regarding the indirect holdings of a key executive and the operational mechanics of the company's multi-entity structure.
- Investors: Offers insight into insider ownership patterns, though this specific filing does not indicate direct buying or selling by the executive.
Key Dates
| Date | Description |
|---|---|
| 08/25/2025 | Date of earliest transaction reported and signature date, indicating a future planned transaction under a 10b5-1 plan. |
Keywords
Cactus Inc, WHD, Scott Bender, Form 4, SEC filing, beneficial ownership, insider trading, corporate governance, Class B Common Stock, Units, Cactus Enterprises, 10b5-1 plan
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