Form 4: Cactus CEO Scott Bender Reports Indirect Ownership Changes

Cactus, Inc. Chairman and CEO Scott Bender filed a Form 4 detailing changes in his indirect beneficial ownership of Class B Common Stock and Units due to redemptions by other Cactus Enterprises members.

Summary

• Scott Bender, Chairman and CEO, Director, and 10% Owner of Cactus, Inc. (WHD), filed a Form 4 reporting changes in his indirect beneficial ownership.
• On September 9, 2025, 69,555 shares of Class B Common Stock were distributed by Cactus WH Enterprises, LLC ("Cactus Enterprises") to certain of its members.
• Concurrently, 69,555 Units (ownership interests in Cactus Companies, LLC) were distributed by Cactus Enterprises to certain of its members.
• These distributions were in connection with redemptions of ownership interests in Cactus Enterprises by members other than Scott Bender.
• Scott Bender did not directly participate in these specific redemptions and did not receive or dispose of these shares or units himself.
• Following these transactions, Bender's indirect beneficial ownership of Class B Common Stock and Units stands at 9,735,151.
• His indirect ownership stems from his interest in Cactus Enterprises, which directly owns these securities.

Sentiment

Score: 5

Explanation: Neutral. The filing is a routine disclosure of changes in indirect beneficial ownership due to internal corporate structure mechanisms (redemptions by other members), not a direct action by the CEO or a reflection of company performance.

Positives

• The transactions reflect a structured redemption process for other members of Cactus Enterprises, indicating an orderly corporate governance mechanism.
• Scott Bender's indirect beneficial ownership remains substantial at 9,735,151 shares/units, demonstrating continued alignment with shareholder interests.

Negatives

• The reported 'disposition' of 69,555 shares/units, while not directly by Bender, represents a reduction in the total pool of securities held by Cactus Enterprises, which indirectly impacts Bender's attributed ownership.

Risks

• Potential for dilution of existing shareholders if redemptions are frequently settled with Class A Common Stock, although this specific filing does not indicate such an event directly impacting the public float.
• Complexity of ownership structure involving Cactus Enterprises and Cactus Companies, which requires careful interpretation of beneficial ownership.

Future Outlook

The filing describes the mechanism for Unit holders to redeem their Units for Class A Common Stock or cash, indicating a potential future conversion of Units into publicly traded shares.

Management Comments

• "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 Reporting Person disclaims beneficial ownership of any securities that he does not directly own, except to the extent of his indirect pecuniary interest therein."

Industry Context

This is a standard insider transaction report (Form 4) related to a company's equity structure and ownership. It reflects internal capital structure management rather than broader industry trends.

Corporate Governance

Related Party Transactions

• Distributions of Class B Common Stock and Units by Cactus Enterprises to certain of its members in connection with redemptions of ownership interests, which indirectly affects Scott Bender's reported beneficial ownership.

Stakeholder Impact

• Shareholders: The potential for future conversions of Units to Class A Common Stock could impact the public float and potentially dilute existing Class A shareholders, though this specific filing does not detail such an event.
• Cactus Enterprises Members: The filing details the mechanism for these members to redeem their ownership interests.

Next Steps

• Holders of Units in Cactus Companies, LLC have the right to cause Cactus Companies to acquire their Units for Class A Common Stock or an equivalent amount of cash.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of changes in indirect beneficial ownership due to internal corporate structure mechanisms (redemptions by other members of Cactus Enterprises). It does not reflect a direct sale or purchase by the CEO, nor does it provide new information about the company's operational performance or strategic direction. Therefore, it does not warrant a change in investment stance based solely on this filing.

Keywords

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