Form 4: Cactus Inc. Insider Reports Indirect Ownership Change

Cactus Inc. President Joel Bender reports an indirect change in beneficial ownership of Class B Common Stock and Units held by Cactus Enterprises, in which he did not directly participate.

Summary

• Joel Bender, President, Director, and 10% Owner of Cactus, Inc. (WHD), filed a Form 4 reporting an indirect change in beneficial ownership.
• The filing details an indirect disposition of 168,934 shares of Class B Common Stock and 168,934 Units (ownership interests in Cactus Companies, LLC) as of August 18, 2025.
• These changes resulted from redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by other members of that entity.
• Joel Bender did not directly participate in these specific redemptions, and no shares or units were distributed to him or any entities he controls.
• The reported securities are directly owned by Cactus Enterprises, and Joel Bender has an indirect pecuniary interest through his ownership in Cactus Enterprises.
• Following these reported transactions, Joel Bender's indirect beneficial ownership through Cactus Enterprises is 9,818,375 shares of Class B Common Stock and 9,818,375 Units.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a technical change in indirect beneficial ownership due to redemptions by other parties, not a direct action by the reporting person. It doesn't indicate positive or negative performance or strategic shifts for the company itself, but rather a structural adjustment.

Positives

• No direct sale or disposition of securities by the reporting person, Joel Bender, indicating no direct reduction in his personal holdings.
• The transaction is related to redemptions by other members, suggesting a structured process within Cactus Enterprises rather than an unexpected event.

Negatives

• The reported indirect disposition of 168,934 Class B Common Stock shares and Units from Cactus Enterprises reduces the total pool of securities in which the reporting person has an indirect interest.

Risks

• Potential for future redemptions by other members of Cactus Enterprises could further reduce the total pool of indirectly held securities.
• The complexity of indirect ownership structures through entities like Cactus Enterprises and Cactus Companies, LLC, may obscure the direct impact on individual beneficial owners.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the details of the reported transaction.

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 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."
• "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 an insider ownership report specific to Cactus, Inc. and its internal ownership structure. It does not directly relate to broader industry trends or competitors, other than indicating ongoing internal capital structure management.

Related Party Transactions

• The transactions involve redemptions of ownership interests in Cactus Enterprises by certain of its members, which are considered related parties within the company's ownership structure. The reporting person, Joel Bender, has an indirect interest in Cactus Enterprises but did not participate in these specific redemptions.

Stakeholder Impact

• Shareholders: The indirect reduction in the total pool of Class B Common Stock and Units held by Cactus Enterprises might slightly alter the overall ownership structure. The redemption mechanism allows other members to convert their interests, potentially increasing the Class A float over time if converted to Class A shares.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this filing.

Key Dates

Recommendation

This Form 4 reports a technical change in indirect beneficial ownership due to redemptions by other parties within the company's complex ownership structure. It does not reflect a direct sale by the insider, Joel Bender, nor does it provide new information on the company's financial performance or strategic direction. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

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