Form 4: Cactus WH Enterprises Distributes Shares to Members

Cactus WH Enterprises, LLC, a 10% owner of Cactus, Inc., distributed 48,902 shares of Class B Common Stock and an equivalent number of redeemable units to its members.

Summary

• Cactus WH Enterprises, LLC, identified as a Director and 10% Owner of Cactus, Inc. (WHD), reported a change in beneficial ownership.
• On November 17, 2025, Cactus WH Enterprises, LLC distributed 48,902 shares of Class B Common Stock.
• Concurrently, 48,902 ownership interests, referred to as 'Units' in Cactus Companies, LLC, were also distributed.
• These distributions were made to certain members of Cactus WH Enterprises, LLC in connection with redemptions of their ownership interests in the reporting entity.
• Following these transactions, Cactus WH Enterprises, LLC beneficially owns 9,686,249 shares of Class B Common Stock and 9,686,249 Units.
• Each Unit is redeemable for one share of Class A Common Stock or an equivalent amount of cash, at the election of Cactus Companies, LLC, subject to conversion rate adjustments.

Sentiment

Score: 5

Explanation: The filing reports an internal distribution of securities by a 10% owner to its members, which is a neutral event for the issuer's market performance. It clarifies beneficial ownership structure without indicating operational changes or market sentiment.

Positives

• The transaction clarifies the internal ownership structure of Cactus WH Enterprises, LLC, a significant shareholder of Cactus, Inc.
• It represents an internal restructuring rather than a market sale, which typically has no direct negative impact on the issuer's stock price.

Negatives

• No direct negative impact on Cactus, Inc.'s operational or financial performance is indicated by this internal distribution.

Risks

• Potential for misinterpretation of the transaction as a market sale by an insider, rather than an internal distribution, which could lead to unwarranted market reactions if not properly understood.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which primarily reports a change in beneficial ownership.

Management Comments

• "In connection with certain redemptions of ownership interests in the Reporting Entity by certain of the Reporting Entity's members pursuant to the amended and restated limited liability company operating agreement of the Reporting Entity, the Reporting Entity distributed Class B Common Stock to such members."
• "The 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."

Industry Context

This transaction represents an internal restructuring within Cactus WH Enterprises, LLC, a common occurrence for entities with complex ownership structures, particularly those involving private equity or multiple members, as they manage member redemptions or distributions. It does not directly reflect broader industry trends in the oilfield services sector.

Corporate Governance

Related Party Transactions

• Distribution of 48,902 shares of Class B Common Stock and 48,902 Units by Cactus WH Enterprises, LLC (a 10% owner and director of Cactus, Inc.) to its members, as part of redemptions of ownership interests within the reporting entity.

Stakeholder Impact

• Shareholders: No direct impact on public shareholders as this is an internal distribution by a major owner, not a market sale. It clarifies the indirect ownership structure.
• Cactus WH Enterprises, LLC Members: Directly impacted as they received distributed securities, altering their direct holdings in the reporting entity.

Key Dates

Recommendation

This Form 4 reports an internal distribution of securities by a significant owner (Cactus WH Enterprises, LLC) to its members, not a market sale. Such transactions are typically part of pre-arranged internal restructuring or redemption processes and do not reflect a change in the issuer's operational performance, financial health, or market sentiment. Therefore, it provides no new information that would warrant a change in investment recommendation for Cactus, Inc.

Keywords

Cactus Inc, WHD, SEC Form 4, beneficial ownership, insider transaction, Class B Common Stock, Class A Common Stock, Units, distribution, corporate governance