Form 4: Cactus WH Enterprises Distributes Shares to Members
Beneficial Ownership Change
Cactus WH Enterprises, LLC, a 10% owner of Cactus, Inc., reported a planned distribution of Class B Common Stock and Units to its members, effective September 9, 2025.
Summary
- Cactus WH Enterprises, LLC, a 10% owner of Cactus, Inc. (WHD), reported a planned distribution of securities to its members.
- The transaction, effective September 9, 2025, involved the disposition of 69,555 shares of Class B Common Stock.
- Following this distribution, Cactus WH Enterprises, LLC will beneficially own 9,735,151 shares of Class B Common Stock.
- Additionally, 69,555 Units, representing ownership interests in Cactus Companies, LLC, were distributed.
- These Units are derivative securities convertible into Class A Common Stock of Cactus, Inc. at a 1:1 ratio, or an equivalent cash amount, at Cactus Companies' election.
- After the distribution, Cactus WH Enterprises, LLC will beneficially own 9,735,151 Units.
- The transaction was made in connection with redemptions of ownership interests in Cactus WH Enterprises, LLC by its members, pursuant to an amended and restated limited liability company operating agreement.
- The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Sentiment
Score: 5
Explanation: The filing is a factual report of an internal ownership distribution by a 10% owner, not directly indicating positive or negative operational or financial performance for the issuer. It is a neutral disclosure regarding beneficial ownership structure.
Future Outlook
This Form 4 filing reports a specific, pre-planned transaction and does not provide a general future outlook or guidance for Cactus, Inc.'s operations or financial performance.
Management Comments
- Scott Bender, President, signed the filing on behalf of Cactus WH Enterprises, LLC.
Industry Context
This filing details an internal ownership restructuring by a significant shareholder of Cactus, Inc. and does not directly relate to broader industry trends or competitive landscape. It clarifies the beneficial ownership structure of a key entity within the oilfield services sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Operating Agreement Terms | The amended and restated limited liability company operating agreement of Cactus Companies, LLC provides Unit holders with rights to cause Cactus Companies to acquire their Units for either Class A Common Stock (at a 1:1 redemption ratio) or an equivalent cash amount. | Not specified in filing, but referenced in relation to the 09/09/2025 transaction | Clarifies the mechanism for conversion of ownership interests in Cactus Companies, LLC into Class A Common Stock of Cactus, Inc., which could gradually affect the public float of Class A shares over time as redemptions occur. |
Stakeholder Impact
- Shareholders of Cactus, Inc. gain clarity on the beneficial ownership structure of a 10% owner and the potential for future Class A Common Stock conversions from Units.
- Members of Cactus WH Enterprises, LLC directly received Class B Common Stock and Units as part of an internal distribution, affecting their individual holdings.
Key Dates
| Date | Description |
|---|---|
| 09/09/2025 | Date of earliest transaction and signature date for the reported distribution of Class B Common Stock and Units. |
Keywords
Cactus Inc, WHD, SEC Form 4, Beneficial Ownership, Insider Transaction, Class B Common Stock, Units, Distribution, 10b5-1 Plan
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