Cactus WH Enterprises, LLC, a 10% owner of Cactus, Inc. (NYSE: WHD), filed a Statement of Changes in Beneficial Ownership on August 5, 2026, disclosing transactions dated August 3, 2026 involving Class B Common Stock and Units in Cactus Companies, LLC.

Key Highlights

  • Reporting person: Cactus WH Enterprises, LLC, identified as a 10% owner of Cactus, Inc.
  • Transaction date: August 3, 2026, with the filing submitted on August 5, 2026.
  • Class B Common Stock: 100,000 shares disposed of (transaction code J), leaving the reporting entity with 9,286,249 shares directly held.
  • Units disposed: 100,000 Units in Cactus Companies, LLC also recorded as disposed (transaction code J) on August 3, 2026.
  • Units remaining: 9,286,249 Units in Cactus Companies, LLC beneficially owned by the reporting entity following the transaction.
  • Signed by: Scott Bender, President, on August 5, 2026.

How Cactus WH Enterprises Distributed Shares and Units to Its Members

According to the filing, the disposals of both Class B Common Stock and Units were made in connection with redemptions of ownership interests in Cactus WH Enterprises, LLC by certain of its members. Under the amended and restated limited liability company operating agreement of Cactus WH Enterprises, LLC, the entity distributed Class B Common Stock to those members as part of those redemptions. The filing used transaction code J for both the Class B shares and the Units, indicating these were exchanges rather than open-market sales.

The filing further explains that Cactus, Inc. is the sole managing member of Cactus Companies, LLC, and that Units represent ownership interests in that entity. Under the amended and restated limited liability company operating agreement of Cactus Companies, LLC, holders of Units have certain rights to cause Cactus Companies to acquire their Units for, at Cactus Companies' election, either shares of Class A Common Stock at a one-for-one redemption ratio (subject to adjustments for stock splits, dividends, and reclassifications), or an equivalent amount of cash. This structure is a common feature of so-called Up-C corporate arrangements, where an operating LLC sits below the public company and non-public members hold exchangeable units alongside Class B shares that carry voting rights at the public-company level.

After the August 3, 2026 transactions, the filing reports that Cactus WH Enterprises, LLC directly holds 9,286,249 shares of Class B Common Stock and 9,286,249 Units in Cactus Companies, LLC. No price is listed for the Class B transaction, consistent with the distribution nature of the event as described in the filing's explanatory footnotes.

What Was Disclosed

The filing discloses that Cactus WH Enterprises, LLC distributed 100,000 Class B Common Stock shares and 100,000 Cactus Companies Units to certain of its members on August 3, 2026, reducing its directly held position to 9,286,249 of each security.