KLX Energy Services Announces Preliminary Results of Subscription Rights Offering

The expected debt reduction comes with the planned issuance of shares to both rights subscribers and backstop noteholders.

Rhea-AI Summary

KLX Energy Services (KLXE) reported preliminary results for its rights offering, which expired September 23, 2026, with $37.2 million in expected gross proceeds.

The company expects to issue 24,975,001 shares at $1.49 per whole share. It expects to use $31.0 million for general corporate purposes, including offering costs, and $6.2 million to redeem 2030 Notes at par plus accrued interest.

Existing noteholders are set to receive approximately 59.3 million shares through a backstop exchange. Upon its completion, the combination of note redemptions and the exchange will reduce outstanding 2030 Notes principal by $94.0 million. Approximately 105.7 million shares are expected to be outstanding after both transactions.

Positive

• Rights offering expected to generate $37.2 million in gross proceeds
• 2030 Notes principal to fall $94.0 million upon backstop exchange completion

Negative

• Planned issuance includes 24,975,001 rights shares and approximately 59.3 million backstop shares

News Explained

The offering has expired, but the share and cash distribution is not yet complete: the company expects the subscription agent to distribute the shares and proceeds on or about September 29, 2026, subject to customary closing conditions.

Market Context

KLX's effective May 14, 2026 S-3 shelf registered rights among other securities; this record identif...

Analysis

KLX's effective May 14, 2026 S-3 shelf registered rights among other securities; this record identifies the financing framework used for the offering, but does not establish remaining shelf capacity.

Key Figures

Shares issued in rights offering: 24,975,001 shares Subscription price: $1.49 per whole share Gross proceeds: $37.2 million +4 more

Shares issued in rights offering

24,975,001 shares

Expected issuance pursuant to the rights offering

Subscription price

$1.49 per whole share

Rights offering

Gross proceeds

$37.2 million

Rights offering

Gross proceeds allocation

$31.0 million for general corporate purposes; $6.2 million for 2030 Notes redemption

Expected use of rights offering proceeds

Backstop commitment

$87.8 million

Commitment after reduction for notes redeemed with offering proceeds

2030 Notes principal reduction

$94.0 million

Expected reduction after the rights offering and Backstop Exchange

Backstop ownership limitation

30%

Aggregate pro forma fully diluted ownership limit for each Backstop Party

Previous Offering Reports

1 past event · Latest: Aug 10

Same Type 1 event

1. Aug 10

   Rights offering launch

   24h Move

   -30.8%

   KLX announced the $125 million rights offering with up to $94 million backstop

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

subscription rights, over-subscription privilege, indenture, form s-3

4 terms

subscription rights financial

"subscription rights that were not exercised by the Expiration Date have expired"

Subscription rights are short-term privileges given to existing shareholders to buy additional new shares before the general public, typically at a set price and in proportion to their current holdings. Think of it as getting a coupon for first dibs on extra slices of a pizza so your share of the pie doesn’t shrink; exercising them can be a cheaper way to maintain your ownership and voting power, while ignoring them can reduce your stake and potential future earnings.

over-subscription privilege financial

"168,902 additional shares of Common Stock were subscribed for pursuant to the over-subscription privilege"

An over-subscription privilege is a feature of a share offering that lets existing investors request more shares than their initial entitlement, with any extra allocation given only if other investors do not take their full allotment. It matters because it gives shareholders a chance to increase their stake and avoid losing ownership percentage, much like ordering extra slices at a party in case others pass—however, receiving the extras is not guaranteed.

indenture financial

"the Company will enter into an amended and restated indenture governing the 2030 Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

form s-3 regulatory

"existing effective shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Sept. 25, 2026 /PRNewswire/ -- KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) ("KLX" or the "Company") announced today the preliminary results of its previously announced subscription rights offering (the "Rights Offering"), which expired at 5:00 p.m., New York City time, on September 23, 2026 (the "Expiration Date"). Subscription rights that were not exercised by the Expiration Date have expired and are no longer exercisable.

According to Computershare Trust Company, N.A. (the "Subscription Agent"), as of the Expiration Date, 6,385,123 basic subscription rights were exercised to purchase an aggregate of 24,806,099 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and 168,902 additional shares of Common Stock were subscribed for pursuant to the over-subscription privilege.

In the aggregate, the Company is expected to issue 24,975,001 shares of Common Stock pursuant to the Rights Offering at the subscription price of $1.49 per whole share (the "Subscription Price") for gross proceeds of $37.2 million to the Company. Of the $37.2 million gross cash proceeds from the Rights Offering, the Company expects to use $31.0 million for general corporate purposes, including to pay fees and expenses in connection with the Rights Offering, and $6.2 million to redeem the 2030 Notes (as defined below) at par, plus accrued and unpaid interest. 

After giving effect to the Rights Offering and the Backstop Exchange (as defined below), the Company expects to have approximately 105.7 million shares of Common Stock issued and outstanding. Upon completion of the Backstop Exchange, the outstanding pricinipal amount of the 2030 Notes will be reduced by $94.0 million as a result of the combination of par redemptions from excess proceeds in the Rights Offering and the exchange of 2030 Notes for Common Stock in the Backstop Exchange. 

The Company expects the Subscription Agent to distribute the shares of Common Stock and the proceeds from the Rights Offering on or about September 29, 2026, subject to customary closing conditions.

The Rights Offering was backstopped by the existing holders (the "Backstop Parties") of the Company's Senior Secured Floating Rate Cash / PIK Notes due 2030 (the "2030 Notes") in an aggregate backstop commitment amount of $94.0 million pursuant to a Rights Offering Backstop Agreement (the "Backstop Agreement"), which was reduced to $87.8 million as a result of $6.2 million of 2030 Notes redeemed with Rights Offering proceeds, with each individual Backstop Party subject to an aggregate 30% ownership limitation on a pro forma fully diluted basis. The Backstop Parties committed to purchase their respective backstop commitment amounts through an exchange of their 2030 Notes (at 100% of the principal amount thereof plus accrued and unpaid interest) for shares of Common Stock at the Subscription Price (the "Backstop Exchange"). An aggregate of approximately 59.3 million shares of Common Stock will be issued to the Backstop Parties in the Backstop Exchange. Upon completion of the Backstop Exchange, the Company will enter into an amended and restated indenture governing the 2030 Notes.

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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the subscription rights, Common Stock or any other securities, nor will there be any sale of the subscription rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About KLX Energy Services Holdings, Inc.

KLX is a growth-oriented provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, production, and intervention activities for technically demanding wells from over 60 service and support facilities located throughout the United States. KLX's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house manufacturing, repair and maintenance capabilities. More information is available at www.klx.com.

Cautionary Statement Regarding Forward-Looking Statements

This release and the documents to which the Company refers you to in this release, as well as oral statements made or to be made by the Company, include certain "forward-looking statements" within the meaning of, and subject to the safe harbor created by, the Private Securities Litigation Reform Act of 1995 and other federal securities laws, which are referred to as the safe harbor provisions, with respect to the transactions described herein, the businesses, strategies and plans of the Company and its expectations relating to its future financial condition and performance. Statements included in this release that are not historical facts are forward-looking statements, including, without limitation, statements about the Company's beliefs and expectations regarding the Rights Offering, including the use of proceeds therefrom. Words such as "believe," "expect," "plan," "intend," "anticipate," "estimate," "predict," "forecast," "potential," "project," "continue," "may," "might," "should," "could," "would," "will" or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions.

Any forward-looking statements in this release and the information incorporated by reference in this release reflect our current views with respect to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, prevailing market conditions and successfully meeting the closing conditions of the Rights Offering and the Backstop Exchange, as well as, without limitation, those risks described under the heading "Risk Factors" in our most recent Annual Report on Form 10-K filed with the SEC, as supplemented by our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, and discussed elsewhere in this release, and the information incorporated by reference in this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

All subsequent written or oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company is not under any obligation, and the Company expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts:     

KLX Energy Services
Geoffrey C. Stanford, SVP, CAO & Interim CFO
(832) 930-8066
IR@klx.com

Dennard Lascar Investor Relations
Ken Dennard / Natalie Hairston
(713) 529-6600
KLXE@dennardlascar.com

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SOURCE KLX Energy Services Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the preliminary results of KLX Energy Services' rights offering?

KLX Energy Services expects to issue 24,975,001 shares at $1.49 per whole share for $37.2 million in gross proceeds. Holders exercised 6,385,123 basic subscription rights to purchase 24,806,099 shares and subscribed for 168,902 additional shares through the over-subscription privilege.

How will the KLX Energy Services backstop exchange work?

The backstop noteholders committed to exchange their 2030 Notes for common shares at the $1.49 subscription price. The exchange values the notes at 100% of principal plus accrued and unpaid interest. Each backstop party is subject to a 30% ownership limit on a pro forma fully diluted basis.

Can KLX Energy Services rights still be exercised, and when are shares expected?

No. Unexercised rights expired at 5:00 p.m. New York City time on September 23, 2026. The subscription agent is expected to distribute the shares and offering proceeds on or about September 29, 2026, subject to customary closing conditions.