KLX Energy Services clarifies board appointment rights

The appointments stem from designation rights held by Cross Ocean and Whitebox, subject to committee review.

Available on EDGAR 11/04/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

KLX Energy Services Holdings, Inc. (KLXE) clarified that independent directors Franklin S. Edmonds, Jr. and E. Dirk Hallen were appointed under a rights offering backstop agreement. The agreement gives Cross Ocean Partners Management LP and Whitebox Advisors LLC the right to designate one director each, subject to review by the Nominating and Corporate Governance Committee; Cross Ocean designated Edmonds and Whitebox designated Hallen. The company states there are no other arrangements or understandings related to their appointments.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Terms

Rights Offering Backstop Agreement, independent directors, Nominating and Corporate Governance Committee

3 terms

Rights Offering Backstop Agreement financial

"pursuant to the Rights Offering Backstop Agreement"

independent directors regulatory

"appointed to the Board as independent directors"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Nominating and Corporate Governance Committee regulatory

"subject to review by the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

FAQ

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

What agreement gave Cross Ocean and Whitebox director-designation rights at KLXE?

The rights came from the Rights Offering Backstop Agreement dated August 6, 2026, among KLX Energy Services Holdings, Inc., Cross Ocean Partners Management LP, Whitebox Advisors LLC, and the other backstop parties. The company states that no arrangements or understandings outside that agreement led to Franklin S. Edmonds, Jr.'s and E. Dirk Hallen's appointments.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2026

_____________________

KLX ENERGY SERVICES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________

Delaware			001-38609			36-4904146
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
			3040 Post Oak Boulevard, 15th Floor Houston, Texas 77056 (Address of Principal Executive Offices)
			(832) 844-1015 (Registrant’s Telephone Number, Including Area Code)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Trading

Name of each exchange

Title of each class

symbol(s)

on which registered

Common Stock, $0.01 Par Value

KLXE

The Nasdaq Global Select Market

Preferred Stock Purchase Rights

N/A

The Nasdaq Global Select Market

_____________________

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2026 (the “Original Report”), which announced that on October 29, 2026, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of the Company, the Board appointed Franklin S. Edmonds, Jr. and E. Dirk Hallen to the Board as independent directors. This Amendment is being filed to correct certain statements in the Original Report, as follows:

Messrs. Edmonds and Hallen were appointed to the Board pursuant to Section 7 of the Rights Offering Backstop Agreement, dated August 6, 2026 (the “Backstop Agreement”), by and among the Company, Cross Ocean Partners Management LP (“Cross Ocean”), Whitebox Advisors LLC (“Whitebox”) and the other backstop parties thereto, which provides that each of Cross Ocean and Whitebox is entitled to designate one individual for appointment to the Board, subject to review by the Nominating and Corporate Governance Committee. Mr. Edmonds was designated by Cross Ocean, and Mr. Hallen was designated by Whitebox. Other than the Backstop Agreement, there are no arrangements or understandings between Messrs. Edmonds and Hallen and any other persons pursuant to which they were appointed as directors of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			KLX Energy Services Holdings, Inc.
			By:			/s/ Max L. Bouthillette
			Name:			Max L. Bouthillette
			Title:			Executive Vice President, General Counsel, Chief Compliance Officer and Secretary
			Date:			November 4, 2026

Filing Exhibits & Attachments

4 documents

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