of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Director — Franklin S. Edmonds, Jr. and E. Dirk Hallen: The filing is an amendment clarifying that two new independent directors were appointed pursuant to a contractual backstop agreement, which is a board composition change rather than an executive departure.

Director — John Collins, Tom McCaffrey, Franklin S. Edmonds, Jr., E. Dirk Hallen: The filing reports the routine appointment of two new independent directors to replace two resigning directors, with no indication of disagreement or executive-level disruption.

The shares of Common Stock to be issued pursuant to the Backstop Exchange will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

The Rights Offering was made pursuant to the Company’s existing effective shelf registration statement on Form S-3 (Reg. No. 333-295905) on file with the Securities and Exchange Commission (the “SEC”) and the prospectus supplement (and the accompanying base prospectus) filed with the SEC on August 24, 2026 (collectively, the “Prospectus”). Additional information regarding the Rights Offering is set forth in the Prospectus. Forward-Looking Statements This report and the documents to which the…

Entry into a Material Definitive Agreement. On September 29, 2026, KLX Energy Services Holdings, Inc. (the “Company”) completed its previously announced subscription rights offering (the “Rights Offering”), which expired in accordance with its terms at 5:00 p.m., New York City time , on September 23, 2026, and closed the Backstop Exchange (as defined below). Pursuant to the terms of the Rights Offering, 24,975,001 shares of the Company’s common stock, par value $0.01 per share (the “Common St…

Regulation FD Disclosure. On September 23, 2026, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in, or incorporated into, this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities…

Material Modification to Rights of Security Holders. The information set forth under

Entry into a Material Definitive Agreement. On September 23, 2026, the Board of Directors (the “Board”) of KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), adopted a stockholder protection rights plan and declared a dividend of one right (a “Right”) in respect of each of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”). The dividend is payable to the stockholders of record at the close of business on October…

Other Events. On August 24, 2026, KLX Energy Services Holdings, Inc. (the “ Company ”) commenced its previously announced subscription rights offering (the “ Rights Offering ”) available to all holders of record of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and holders of the Company’s outstanding warrants issued on March 12, 2025, March 6, 2026 and March 11, 2026 (the “ Participating Warrants ”), as of 5:00 p.m., New York City time, on August 21, 2026 (such…

of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. Backstop Agreement On August 6, 2026, KLX Energy Services Holdings, Inc. (the “ Company ”) entered into a Rights Offering Backstop Agreement (the “ Backstop Agreement ”) with the holders of the Company’s 2030 Notes (as defined below) (the “ Backstop Parties ”), in connection with the Company’s announced $125.0 million rights offering (the “ Rights Offering ”), to purchase aggregate Individual Backstop Commitments (as defined below) of $94.0 million.…

The shares of Common Stock to be issued pursuant to the Backstop Agreement will not be registered under the Securities Act and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

of this Current Report on Form 8-K. Pursuant to the terms of the Backstop Agreement, and subject to the satisfaction of certain conditions thereunder, the Backstop Parties have committed, severally and not jointly, to purchase from the Company, at the Subscription Price, any unsubscribed shares in the Rights Offering following the expiration of the Rights Offering, through an exchange of the Backstop Parties’ Senior Secured Floating Rate Cash / PIK Notes due 2030 (the “ 2030 Notes ”) for such…

Results of Operations and Financial Condition. The information in

Completion of Acquisition or Disposition of Assets. The information set forth under

Unregistered Sales of Equity Securities. Acquisition – Stock Consideration The shares of common stock that may be issued in the Acquisition will not be registered under the Securities Act of 1933 (the “Securities Act”), in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving any public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act is based upon the following factors: (a) the iss…

Entry into a Material Definitive Agreement. Purchase and Sale Agreement On June 2, 2026 (the “Closing Date”), KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), completed the acquisition (the “Acquisition”) of certain assets owned by Wolf Pack Rentals, LLC, a Texas limited liability company (“Wolf Pack” or the “Seller”), pursuant to that certain asset purchase agreement, dated June 2, 2026 , by and among Wolf Pack, KLX Energy Services LLC, a Delaware limited liability…

of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Results of Operations and Financial Condition. The information in

of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Interim Chief Financial Officer — Geoffrey C. Stanford: Appointment of Geoffrey C. Stanford as Interim Chief Financial Officer.

Results of Operations and Financial Condition. The information in

of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Results of Operations and Financial Condition. The information in