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[Form 4] Cactus, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Cactus WH Enterprises, LLC reported a non-market ownership change for Cactus, Inc. (WHD) dated 09/09/2025. The reporting entity executed transactions that resulted in the disposition of 69,555 shares of Class B Common Stock and related Units, and a corresponding record showing 69,555 shares of Class A Common Stock underlying derivative-like rights. After the reported transactions, the reporting entity beneficially owned 9,735,151 shares (reported as indirect ownership). The filing explains these movements arose from distributions to certain members in connection with redemptions of ownership interests under the reporting entity's amended operating agreement, including distributions of Class B Common Stock and Units and references to redemption rights to receive Class A Common Stock or cash.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: A non-market distribution reduced Class B shares by 69,555; beneficial ownership remains material at 9,735,151 shares.

The Form 4 documents a non-market, rule-based transaction dated 09/09/2025 where Cactus WH Enterprises, LLC distributed Class B Common Stock and Units to certain members following redemptions under its amended operating agreement. The reported disposition of 69,555 Class B shares and the corresponding reference to 69,555 Class A-equivalent units reflect an internal reallocation tied to redemption mechanics rather than open-market trading. Post-transaction beneficial ownership is reported at 9,735,151 shares, shown as indirect ownership through the reporting entity's structure. From an investor-information standpoint, this filing clarifies ownership movements and conversion/redemption mechanics but does not disclose cash sales or market trades.

TL;DR: Transaction arises from LLC operating agreement redemptions; filings disclose mechanics and maintain Section 16 transparency.

The disclosure attributes the transactions to distributions made in connection with certain members redeeming ownership interests under the amended and restated operating agreement. The filing notes that Units carry rights to be converted or redeemed for Class A Common Stock or cash at Cactus Companies' election and that the issuer is the sole managing member of Cactus Companies. The signature by the reporting entity's president attests to the accuracy of the reporting. This is a governance-level ownership update documenting internal redemption and distribution procedures rather than an operational or market event.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Cactus WH Enterprises, LLC

(Last) (First) (Middle)
920 MEMORIAL CITY WAY, SUITE 300

(Street)
HOUSTON TX 77024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cactus, Inc. [ WHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 09/09/2025 J(1) 69,555 D (1) 9,735,151 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units(2) (3) 09/09/2025 J(4) 69,555 (3) (4) Class A Common Stock 69,555 (4) 9,735,151 D
Explanation of Responses:
1. 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.
2. "Units" mean ownership interests in Cactus Companies, LLC ("Cactus Companies"). The Issuer is the sole managing member of Cactus Companies.
3. 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.
4. 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 agreement of the Reporting Entity, the Reporting Entity distributed Units to such members.
Remarks:
/s/ Scott Bender, President 09/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Cactus

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3.04B
68.23M
0.88%
109.64%
3.93%
Oil & Gas Equipment & Services
Oil & Gas Field Machinery & Equipment
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United States
HOUSTON