SEC Form 4 · accession 0001628280-26-050687
Cactus, Inc. · WHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Bender
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Jul 27, 2026
Accepted (ET)
Jul 29, 2026 · 6:19 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001699136
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3 | Jul 27, 2026 | J | 100,000 | — | D | 9,386,249 | I | See Footnote |
| Class B Common StockF1,F2,F3 | Jul 27, 2026 | A | 100,000 | — | A | 9,486,249 | I | See Footnote |
| Class B Common StockF4,F2,F3 | Jul 27, 2026 | D | 100,000 | — | D | 9,386,249 | I | See Footnote |
| Class A Common StockF5 | Jul 27, 2026 | J | 100,000 | — | A | 220,527 | D | |
| Class A Common StockF6 | Jul 27, 2026 | S | 13,300 | $55.067 | D | 207,227 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF7,F1,F2,F3,F8 | — | Jul 27, 2026 | J | 100,000 | D | — | — | Class A Common Stock | 100,000 | 9,386,249 | I |
| UnitsF7,F9,F2,F3,F8 | — | Jul 27, 2026 | A | 100,000 | A | — | — | Class A Common Stock | 100,000 | 9,486,249 | I |
| UnitsF7,F10,F2,F3,F8,F9 | — | Jul 27, 2026 | J | 100,000 | D | — | — | Class A Common Stock | 100,000 | 9,386,249 | I |
Explanation of responses
- F1In connection with certain redemptions of ownership interests in Cactus WH Enterprises, LLC ("Cactus Enterprises") by certain of Cactus Enterprises' members pursuant to the amended and restated limited liability company agreement of Cactus Enterprises, Cactus Enterprises distributed Class B Common Stock to such members. Bender Investment Company ("BIC"), a Nevada corporation controlled by the Reporting Person, redeemed a portion of its ownership interests in Cactus Enterprises. In connection with the redemption by BIC of its interests in Cactus Enterprises, Cactus Enterprises distributed to BIC, 100,000 Units (as defined below) and a corresponding number of shares of Class B Common Stock of the Issuer.
- F10The Units and a corresponding number of shares of Class B Common Stock were redeemed for Class A Common Stock on July 27, 2026.
- F2Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,386,249 shares of Class B Common Stock and 9,386,249 Units owned by Cactus Enterprises.
- F3The 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. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by Cactus Enterprises is reported herein. 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. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
- F4In connection with its redemption of Units, as described below, BIC disposed of a corresponding number of shares of Class B Common Stock, which shares were cancelled by the Issuer.
- F5In connection with its redemption of Units, as described below, BIC acquired 100,000 shares of Class A Common Stock.
- F6The shares reported as sold represent the cumulative number of shares sold by Bender Investment Company. The reporting person has an ownership interest in Bender Investment Company and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7"Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
- F8The amended and restated limited liability company operating agreement of Cactus Companies provides the holders of Units with certain rights to cause Cactus Companies to acquire all or at least a minimum portion of their Units for, at Cactus Companies election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.
- F9(Continued from footnote 7) Upon the exercise of the Redemption Right, the Issuer (instead of Cactus Companies) has the right (the "Call Right") to acquire each tendered Unit directly from the exchanging Unit holder for, at its election, (x) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. The Issuer did not exercise the Call Right in connection with the redemptions described in this Report.