SEC Form 4 · accession 0001628280-26-055361
Cactus, Inc. · WHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel Bender
Officer — President · Director · 10% Owner
Period of report
Aug 6, 2026
Accepted (ET)
Aug 10, 2026 · 5:21 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 | Aug 6, 2026 | J | 25,000 | — | D | 9,261,249 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF4,F1,F2,F3,F5 | — | Aug 6, 2026 | J | 25,000 | D | — | — | Class A Common Stock | 25,000 | 9,261,249 | 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. Cactus Enterprises distributed to Steven Bender 25,000 Units and a corresponding number of shares of Class B Common Stock.
- F2Following the transactions reported herein, the Reporting Person is deemed to beneficially own 9,261,249 shares of Class B Common Stock and 9,261,249 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.
- F4"Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
- F5The 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.