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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 change in beneficial ownership on 08/18/2025 related to redemptions of ownership interests. The reporting entity disposed of 168,934 shares of Class B Common Stock, leaving it with 9,818,375 shares beneficially owned on a direct basis. The filing explains these changes arose from redemptions and distributions of Class B Common Stock and "Units" under the amended limited liability company agreements; Units can be redeemed for Class A Common Stock at a one-for-one ratio or cash at the company's election. The form is signed by Scott Bender on 08/19/2025.

Positive

  • Transparent disclosure of the redemption-related transaction and resulting holdings
  • Clear explanation that distributions arose from amended LLC operating agreements and redemption mechanics
  • Specified conversion mechanism for Units to Class A Common Stock at a one-for-one ratio, disclosed in the filing

Negative

  • Reduction of Class B holdings by 168,934 shares on 08/18/2025 (beneficial ownership now 9,818,375 shares)
  • Potential conversion feature of Units to Class A shares could alter class composition if exercised, but timing/amounts not specified

Insights

TL;DR: Routine ownership reallocation: 168,934 Class B shares disposed via member redemptions; direct holdings remain material at 9.82M shares.

The transaction appears to be a mechanical outcome of the reporting entity's amended LLC agreements permitting member redemptions and distributions of Class B shares and Units. The disposal of 168,934 Class B shares reduced reported Class B holdings but left substantial direct ownership of 9,818,375 shares. There is an explicit conversion mechanism for Units into Class A Common Stock at a one-for-one ratio, which can affect share class composition if exercised, but the filing shows no exercised conversions here. Impact on outstanding float or control is not quantified within this Form 4.

TL;DR: Disclosure is clear and consistent with LLC redemption mechanics; no unexplained insider sales or unusual trading patterns shown.

The Form 4 discloses that adjustments resulted from redemptions under the amended and restated operating agreements and accompanying distributions of Units and Class B Common Stock. The filing indicates direct ownership after the transaction and documents the redemption rights that permit Units to be settled for Class A shares or cash. This is a corporate-structure driven transfer rather than an open-market sale by an insider. The document provides necessary transparency for stakeholders but does not quantify any broader governance or control changes.

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)
08/18/2025
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 08/18/2025 J(1) 168,934 D (1) 9,818,375 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) 08/18/2025 J(4) 168,934 (3) (4) Class A Common Stock 168,934 (4) 9,818,375 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 08/19/2025
** 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.

FAQ

What transaction is reported in the WHD Form 4?

The Form 4 reports a redemption-related distribution on 08/18/2025 in which 168,934 Class B Common Stock shares were disposed by Cactus WH Enterprises, LLC.

How many Class B shares does Cactus WH Enterprises, LLC own after the transaction?

After the reported transaction the filing shows 9,818,375 Class B Common Stock shares beneficially owned on a direct basis.

Why were the shares distributed or disposed?

The filing explains the changes resulted from certain member redemptions under the amended and restated limited liability company operating agreement of the reporting entity.

Is there a conversion feature for Units reported in this filing?

Yes. The filing states Units may be redeemed for Class A Common Stock at a one-for-one ratio (or for cash at Cactus Companies' election), subject to customary adjustments.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Scott Bender on 08/19/2025.
Cactus

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2.91B
68.23M
0.88%
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3.93%
Oil & Gas Equipment & Services
Oil & Gas Field Machinery & Equipment
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United States
HOUSTON