Form 4: Cactus Insider Joel Bender Details Indirect Ownership

SEC filing clarifies Joel Bender's indirect beneficial ownership in Cactus, Inc. following redemptions by other members of Cactus Enterprises.

Summary

• Joel Bender, a Director, 10% Owner, and President of Cactus, Inc. (WHD), filed a Form 4.
• The filing reports a transaction on September 9, 2025, involving the distribution of 69,555 shares of Class B Common Stock and 69,555 Units (convertible to Class A Common Stock) by Cactus WH Enterprises, LLC.
• These distributions were made to other members of Cactus Enterprises in connection with redemptions of their ownership interests.
• Mr. Bender did not participate in these specific redemptions and did not directly acquire or dispose of any securities in this reported transaction.
• Following these transactions, Mr. Bender continues to indirectly beneficially own 9,735,151 shares through his ownership interest in Cactus Enterprises.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of indirect beneficial ownership and does not indicate any significant positive or negative operational or financial news for the company or the reporting person. It clarifies an existing ownership structure and a transaction by other parties.

Positives

• The reporting person, Joel Bender, maintained his indirect beneficial ownership in Cactus, Inc. as he did not participate in the reported redemptions.
• The existing corporate structure allows for the conversion of Units in Cactus Companies, LLC into Class A Common Stock or an equivalent cash amount, providing flexibility for Unit holders.

Negatives

• No direct acquisition of shares by the reporting person was disclosed in this filing.

Risks

• Indirect beneficial ownership through Cactus Enterprises means Joel Bender does not have direct control over the reported securities.
• Future redemptions of Units by other holders could lead to the issuance of additional Class A Common Stock, potentially causing dilution for existing Class A shareholders.

Future Outlook

The amended and restated limited liability company operating agreement of Cactus Companies provides Unit holders with rights to cause Cactus Companies to acquire their Units for Class A Common Stock or an equivalent cash amount, indicating a standing mechanism for future conversions.

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 did not participate in the redemptions, and no Units 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 Form 4 filing is a standard regulatory disclosure for insiders of publicly traded companies, particularly those with complex ownership structures involving LLCs and different classes of stock, often seen in "Up-C" structures common after IPOs. It provides transparency regarding insider holdings and potential future conversions.

Corporate Governance

Related Party Transactions

• The reported transaction involves redemptions of ownership interests in Cactus WH Enterprises, LLC by certain of its members, which are considered related party transactions given the reporting person's (Joel Bender) indirect ownership interest in Cactus Enterprises.

Stakeholder Impact

• Shareholders: Provides transparency regarding the indirect beneficial ownership of a key insider and the mechanisms for conversion of Units into Class A Common Stock, which could impact future share count.

Next Steps

• Other holders of Units in Cactus Companies, LLC may exercise their redemption rights to convert Units into Class A Common Stock or cash in the future.

Key Dates

Keywords

Cactus Inc, WHD, Joel Bender, Form 4, SEC filing, beneficial ownership, indirect ownership, Class B Common Stock, Class A Common Stock, Cactus Enterprises, Units, corporate governance, insider trading