Form 4: Cactus President Shifts Stock to Grantor Trusts

Cactus, Inc. President Joel Bender restructured ownership of 193,666 Class A common shares through a transmutation agreement and contributions to grantor retained annuity trusts.

Summary

• Joel Bender, President, Director, and 10% Owner of Cactus, Inc. (WHD), reported a change in beneficial ownership of Class A Common Stock.
• On December 10, 2025, Bender and his spouse entered into a transmutation agreement to reclassify 193,666 shares of Class A common stock from community property to separate property.
• Specifically, 96,833 shares were deemed the separate property of Bender's spouse (Spouse GRAT Shares), and 96,833 shares were deemed the separate property of Bender (Reporting Person GRAT Shares).
• Concurrently, Bender's spouse contributed her 96,833 Spouse GRAT Shares to a grantor retained annuity trust (GRAT), with Bender as trustee and his spouse as annuitant.
• Bender also contributed his 96,833 Reporting Person GRAT Shares to a separate grantor retained annuity trust (GRAT), with himself as trustee and annuitant.
• These transactions resulted in a direct disposition of 96,833 shares by Bender and an indirect acquisition of 96,833 shares through his spouse's GRAT and 96,833 shares through his own GRAT, all at a price of $0 per share.
• The total number of shares beneficially owned by Bender following these transactions remains 96,833 directly and 193,666 indirectly through the two GRATs.

Sentiment

Score: 5

Explanation: The filing describes a neutral, personal estate planning transaction by an insider, which typically has no direct impact on the company's operational or financial performance.

Positives

• The transaction represents a sophisticated estate planning strategy by a key insider, potentially optimizing future tax liabilities for the reporting person and their family.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Industry Context

This Form 4 filing details an insider's personal estate planning transaction, which is a common practice among high-net-worth individuals and corporate executives. It does not reflect broader industry trends or competitive positioning.

Related Party Transactions

• Joel Bender and his spouse entered into a transmutation agreement to reclassify 193,666 shares of Class A common stock from community property to separate property, followed by contributions to grantor retained annuity trusts.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is an internal ownership restructuring for estate planning purposes and does not involve open market sales or purchases that would affect share price or liquidity.
• Employees, Customers, Suppliers, Creditors: No discernible direct impact from this insider ownership change.

Key Dates

Recommendation

The Form 4 details an insider's estate planning transaction involving the transfer of shares into grantor retained annuity trusts. This type of transaction is generally neutral for company fundamentals and does not provide a basis for a change in investment recommendation.

Keywords

Cactus Inc, WHD, Joel Bender, Form 4, Insider Transaction, Beneficial Ownership, Grantor Retained Annuity Trust, GRAT, Estate Planning, Common Stock