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

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.

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. As previously disclosed in its filings with the U.S. Securities and Exchange Commission, on June 14, 2021, KLX Energy Services Holdings, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Original Agreement”) with Piper Sandler & Co. as sales agent (the “Agent”), as amended by Amendment No. 1 to Equity Distribution Agreement, dated as of November 16, 2022 (the “First Amendment” and together with the Original Agreement, the “Agr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided under

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. Indenture On March 12, 2025, in connection with the Closing, the Company issued approximately $232 million in aggregate principal amount of the New Notes. Pursuant to the Securities Purchase Agreement, the New Notes were issued in a private placement in reliance upon exemptions from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended. The New Notes are governed by an Indenture, dated as of March 12, 2025 (the “Inde…

The issuance of the Warrants, and the issuance of, in the aggregate, up to 2,373,187 shares of the Warrant Shares upon the exercise thereof, are not and will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 4(a)(2) thereof as a transaction not involving any public offering.

Termination of a Material Definitive Agreement. On March 12, 2025, the Company deposited with Wilmington Trust, National Association, as trustee (the “Existing Notes Trustee”) under the indenture governing the Existing Notes (the “Existing Notes Indenture”), $97,103,881.72 in trust and irrevocably instructed the Existing Notes Trustee to apply such funds to effect the Redemption. Upon deposit of such redemption amount, the Existing Notes Indenture was satisfied and discharged in accordance wi…

The issuance of the Warrants, entitling the holders thereof to purchase, in the aggregate, up to 2,373,187 shares of Common Stock, will not be registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) thereof as a transaction not involving any public offering.