KLX Energy (NASDAQ: KLXE) adds Wolfpack’s $38.2M revenue platform

Rhea-AI Filing Summary

KLX Energy Services Holdings, Inc. entered into and closed a $17 million acquisition of the assets of Wolfpack Rentals, LLC. The price includes $14 million paid at closing and two deferred payments of $1.5 million each at six and twelve months, payable in cash or KLX common stock at the company’s discretion, subject to a common stock consideration cap. Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million, and KLX highlights expected annual synergies of more than $2 million. Separately, KLX exchanged $2.19 million of its Senior Secured Floating Rate Cash / PIK Notes due 2030 for 627,521 shares of common stock, leaving approximately $252.5 million principal amount of these notes outstanding.

Positive

• Cashflow-accretive acquisition at low multiple: Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million, and KLX cites expected annual synergies of more than $2 million, indicating a low post-synergy EBITDA multiple for the $17 million purchase price.
• Structured to support balance sheet: The Wolfpack deal is funded via capital lease financing, ABL borrowings supported by acquired receivables, and cash on hand, while a separate $2.19 million debt-for-equity exchange modestly reduces principal on the 2030 notes.

Negative

• None.

Insights

Energy services M&A and capital structure analyst

KLX adds a cashflow-accretive rental platform and modestly trims debt.

KLX Energy Services is buying Wolfpack’s surface rentals business for $17 million, funded through a mix of lease financing, ABL borrowings and cash. Wolfpack generated $38.2 million 2025 revenue and $5.8 million Adjusted EBITDA, implying a low EBITDA multiple once planned synergies are considered.

The deal structure includes two deferred $1.5 million payments that can be settled in cash or stock, capped at 19.9% of KLX shares as of the first deferred payment date. That cap limits potential equity issuance relative to the existing share base.

KLX also exchanged $2.19 million principal of its 2030 notes for 627,521 shares, leaving about $252.5 million of notes outstanding. This is a small deleveraging step, but shows willingness to use equity for liability management alongside acquisitive growth.

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Wolfpack purchase price: $17 million Closing cash payment: $14 million Deferred payments: $1.5 million each +5 more

8 metrics

Wolfpack purchase price $17 million Total consideration for asset acquisition

Closing cash payment $14 million Paid at closing for Wolfpack assets

Deferred payments $1.5 million each Due at six and twelve months after closing

Wolfpack 2025 revenue $38.2 million Revenue reported by Wolfpack for 2025

Wolfpack 2025 Adjusted EBITDA $5.8 million Adjusted EBITDA for 2025

Expected annual synergies Over $2 million Synergies anticipated from combining KLX and Wolfpack

Common Stock Consideration Cap 19.9% / 3,962,440 shares Maximum shares for deferred payments based on April 30, 2026

Debt exchanged for equity $2.19 million notes Principal swapped for 627,521 shares; $252.5M notes remain

Key Terms

Adjusted EBITDA, Registration Rights Agreement, Common Stock Consideration Cap, Section 4(a)(2) of the Securities Act, +2 more

6 terms

Adjusted EBITDA financial

"Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Registration Rights Agreement regulatory

"the Company will enter into a Registration Rights Agreement with the Seller"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Common Stock Consideration Cap financial

"subject to the Common Stock Consideration Cap (as defined below)"

Section 4(a)(2) of the Securities Act regulatory

"in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Section 3(a)(9) of the Securities Act regulatory

"in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act"

Senior Secured Floating Rate Cash / PIK Notes due 2030 financial

"the Company’s Senior Secured Floating Rate Cash / PIK Notes due 2030"

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Understanding 8-K Material Events →

FALSE000173882700017388272026-06-022026-06-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2026

_____________________

KLX ENERGY SERVICES HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

_____________________

Delaware			001-38609			36-4904146
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			3040 Post Oak Boulevard, 15th Floor Houston, Texas 77056 (Address of Principal Executive Offices, and Zip Code)
			(832) 844-1015 (Registrant’s Telephone Number, Including Area Code)
			(Former address, if changed since last report)

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

_____________________

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 1.01 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 company and indirect wholly owned subsidiary of the Company (the “Buyer”), the Company and, solely for purposes of Section 8.05 thereto, Stevie Cooper and Stewart Cooper (the “Purchase Agreement”). The purchase price for the Acquisition is $17.0 million, subject to customary post-closing adjustments and to be paid as follows: (i) on the Closing Date, the Buyer paid the Seller $14.0 million in cash; (ii) 180 days after the Closing Date (the “First Deferred Payment Date”), the Buyer or the Company will pay the Seller $1.5 million (as it may be reduced pursuant to the Purchase Agreement) either in cash or shares of common stock, par value $0.01 per share, of the Company (the “common stock”), in its sole discretion, subject to the Common Stock Consideration Cap (as defined below); and (iii) 360 days after the Closing Date, the Buyer or the Company will pay the Seller $1.5 million (as it may be reduced pursuant to the Purchase Agreement) either in cash or shares of common stock, in its sole discretion, subject to the Common Stock Consideration Cap.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated into this Item 1.01 by reference.

Registration Rights Agreement

To the extent the Company pays a portion of the purchase price using shares of common stock, the Company will enter into a Registration Rights Agreement with the Seller (the “Registration Rights Agreement”), pursuant to which the Company would be required to file a shelf registration statement upon the request of the Seller and certain of its affiliates to register such shares of common stock. A form of the Registration Rights Agreement is attached to the Purchase Agreement as Annex B.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.01.

Item 3.02 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 issuance of the shares will be an isolated private transaction by the Company that did not involve a public offering; (b) there will be only one recipient; and (c) representations from Wolf Pack to support such exemption, including with respect to Wolf Pack’s status as an “accredited investor” (as that term is defined in Rule 501(a) of Regulation D promulgated under Section 4(a)(2) of the Securities Act).

The maximum number of shares of common stock that may be issued under the Purchase Agreement in respect of the deferred payments is 19.9% of the outstanding shares of common stock as of immediately prior to the First Deferred Payment Date (the “Common Stock Consideration Cap”). Based on the number of shares outstanding as of April 30, 2026, the Common Stock Consideration Cap would be 3,962,440 shares.

Debt for Equity Exchanges

During the period from May 21, 2026 through the date of this Current Report on Form 8-K, the Company entered into debt for equity exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of the Company’s Senior Secured Floating Rate Cash / PIK Notes due 2030 (the “Notes”). Pursuant to the Exchange Agreements, the Noteholders exchanged $2.19 million in aggregate principal amount of the Company’s outstanding Notes for an aggregate of 627,521 shares of common stock (the “Exchanges” and each, an “Exchange”).

The Company’s shares of common stock issued in connection with the Exchanges were not registered under the Securities Act, and were issued to existing holders of the Company’s securities without commission in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Following the Exchanges, approximately $252.5 million in aggregate principal amount of Notes will remain outstanding.

Item 7.01 Regulation FD Disclosure.

On June 2, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file the financial statements, if any, required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information, if any, required by Item 9.01(b) of Form 8-K by amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(d) Exhibits

Exhibit
No.						Description
2.1						Asset Purchase Agreement, dated as of June 2, 2026, by and among Wolf Pack Rentals, LLC, KLX Energy Services LLC, KLX Energy Services Holdings, Inc., and, solely for purposes of Section 8.05, Stevie Cooper and Stewart Cooper.
99.1						Press Release, dated June 2, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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:			June 2, 2026

             News Release

Contacts:

KLX Energy Services

Geoffrey C. Stanford, SVP, Interim CFO & CAO

832-930-8066

IR@klxenergy.com

Dennard Lascar Investor Relations

Ken Dennard / Natalie Hairston

(713) 529-6600

KLXE@dennardlascar.com

KLX Energy Services Acquires the Assets of Wolfpack Rentals, LLC

Increasing Scale Across Four Major U.S. Operating Areas

$17 Million Acquisition Adds $38.2 Million Revenue Business at Compelling Valuation

Transaction Highlights

•Purchase price of $17 million — $14 million at closing, plus two deferred payments of $1.5 million each at six and twelve months, payable in cash or KLX stock at KLX’s discretion

•Cashflow accretive. Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million, yielding a post synergy realization multiple in the low 2x’s range

•$2 million-plus in expected annual synergies, driven by direct overlap with two existing KLX operating districts and corporate cost savings

•Differentiated, hard-to-replicate asset base with approximately 350 accommodations trailers and command centers, 14 water filtration systems with exclusive North American oil and gas IP rights, and a full suite of ancillary surface rentals and logistics solutions

•The acquisition will be funded via a capital lease financing arrangement, ABL borrowings supported by the acquired accounts receivable, and cash on hand

HOUSTON – June 2, 2026 – KLX Energy Services Holdings, Inc. (NASDAQ: KLXE), (“KLX” or the “Company”) announced today it has acquired all of the assets of Wolfpack Rentals, LLC (“Wolfpack”), a leading provider of surface rental solutions to oil and gas exploration and production (E&P) operators, midstream, and other industrial end users, for total consideration of $17 million. The acquisition is expected to be immediately accretive to KLX on all financial metrics.

Commenting on the acquisition, Chris Baker, President and Chief Executive Officer of KLX, stated, “We are pleased to welcome Stewart Cooper and the entire Wolfpack team to KLX.

Wolfpack has built a strong, diversified platform with a blue-chip customer base supported by a culture centered on accountability, safety, and customer service. Wolfpack operates in four areas, two of which overlap directly with our existing KLX Accommodations areas, creating immediate and compelling opportunities to realize synergies, increase scale, and enhance service and product offering for our shared customers. Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million, and we expect annual synergies in excess of $2 million as we bring the two platforms together.”

Wolfpack is a Texas-based, one-stop-shop provider of comprehensive surface rental equipment and services, founded in 2005 and operating across four areas — South Texas (STX), West Texas (WTX), East Texas (ETX), and the Northeast (West Virginia and Ohio) — from eight facilities covering major U.S. land basins. Wolfpack's diversified platform includes approximately 350 accommodations trailers and command centers, 14 proprietary water filtration systems with exclusive North American oil and gas intellectual property rights, and a full suite of ancillary surface rentals encompassing communications and connectivity, power generation, lighting, surveillance and security, custom structures, and sanitation services.

“The transaction structure is both cash flow accretive and deleveraging and will create meaningful, durable value for our stockholders,” added Baker. “Stewart Cooper will join KLX to assist with integration and drive continued growth, and we look forward to the contributions of the Wolfpack team as part of the KLX family.”

Stewart Cooper, Chief Executive Officer of Wolfpack, said, “We are excited to join KLX and believe the combination creates a stronger, more capable platform to serve our E&P customers across major U.S. land basins. KLX’s scale and complementary service offerings position us to deliver even greater value to our customers, and we look forward to building on what the Wolfpack team has created over the past 20 years.”

Transaction Details

Total consideration for the Wolfpack acquisition consisted of $14 million payable at closing and two deferred payments of $1.5 million each, due at six months and twelve months following the closing date, subject to customary post-closing adjustments. Each deferred payment may be made in cash or shares of KLX common stock, at KLX’s sole discretion.

2

KLX’s legal advisor was Vinson & Elkins LLP.

About KLX Energy Services

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.

About Wolfpack Rentals

Wolfpack Rentals is a leading one-stop-shop provider of surface rental solutions to oil and gas E&P, construction, and events customers across the United States. Founded in 2005 and headquartered in Fulshear, Texas, Wolfpack operates eight facilities across four areas — South Texas, West Texas, East Texas, and the Northeast (West Virginia/Ohio) — serving leading publicly traded E&P operators with a comprehensive suite of rental assets and services. Please visit www.wolfpackind.com for more information.

Forward Looking Statements

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including statements regarding the Wolfpack acquisition, expected synergies, financial performance, integration, and growth strategy. Words such as "believe," "expect," "anticipate," "estimate," "intend," "may," "should," "could," "will" and similar expressions identify forward-looking statements, though not all forward-looking statements contain such words.

These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events with respect to, among other things: our operating cash flows; the availability of capital and our liquidity; our ability to renew and refinance our debt; our future revenue, income and operating performance; our ability to sustain and improve our utilization, revenue and margins; our ability to maintain acceptable pricing for our services; future capital expenditures; our ability to finance equipment, working capital and capital expenditures; our ability to execute our long-term growth strategy and to integrate our acquisitions; our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements; and the timing and success of strategic initiatives and special projects, as well as our ability to integrate the business of Wolfpack and realize the expected benefits of the Wolfpack acquisition.

3

Forward-looking statements are not guarantees of future performance, and actual results could differ materially from our current expectations. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks associated with the following: general economic conditions, including inflation, increases in interest rates, or a recession; persistent volatility in national and global crude oil demand and crude oil prices, which generally leads to decreased spending by our customers and negatively impacts drilling, completion and production activity; the cyclical nature and volatility of the oil and gas industry, which impacts the level of exploration, production and development activity and spending patterns by oil and natural gas exploration and production companies; overall domestic and global political and economic conditions, including the imposition of tariffs or trade or economic sanctions, political instability or armed conflict, including the ongoing conflicts in Ukraine, the Israel-Gaza region and elsewhere in the Middle East; the level of capital spending and access to capital markets by our customers; overcapacity and other competitive factors affecting our industry; supply chain issues; legislative or regulatory changes affecting the energy industry; the loss of or interruption in operations of one or more key suppliers; hazards and operational risks that may not be fully covered by insurance; increased labor costs or the inability to employ a sufficient number of key employees and skilled workers; reliance on information technology and the possibility of cyberattacks; and other risks and uncertainties listed in our filings with the U.S. Securities and Exchange Commission, including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statement, except as required by law.

Non-GAAP Measures

This release references Wolfpack Adjusted EBITDA, a non-GAAP financial measure. We define Wolfpack Adjusted EBITDA as Wolfpack’s net earnings (loss) before interest, taxes, depreciation and amortization, further adjusted for impairment charges, stock-based compensation, restructuring charges, acquisition-related transaction and integration costs, and other items not reflective of ongoing business performance. Wolfpack revenue and Adjusted EBITDA are based on Wolfpack’s internally prepared financial statements. Our independent auditors have not audited, reviewed, compiled, or performed any procedures with respect to Wolfpack revenue or Adjusted EBITDA for the purpose of their inclusion in this communication, and accordingly, have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this communication.

Historical Wolfpack revenue and Adjusted EBITDA and revenue are not guarantees of future performance, and actual results in future periods may differ materially from prior periods.

Adjusted EBITDA should not be considered an alternative to net income or any other GAAP measure, and our calculation may not be comparable to similarly titled measures used by other companies.

4

FAQ

What assets did KLX Energy Services (KLXE) acquire from Wolfpack Rentals?

KLX acquired all of Wolfpack’s surface rental assets, including about 350 accommodations trailers and command centers, 14 proprietary water filtration systems with exclusive North American oil and gas IP rights, plus ancillary rentals like communications, power, lighting, security, and sanitation services across four major U.S. operating areas.

How much is KLX Energy Services paying for the Wolfpack acquisition?

The total consideration is $17 million, consisting of $14 million paid at closing and two deferred payments of $1.5 million each at six and twelve months. Each deferred payment can be made in cash or KLX common stock, at KLX’s discretion, subject to a common stock consideration cap.

What are Wolfpack’s recent financial results disclosed by KLX Energy Services (KLXE)?

Wolfpack reported 2025 revenue of $38.2 million and Adjusted EBITDA of $5.8 million. KLX also notes expected annual synergies of more than $2 million once Wolfpack is integrated, supporting the company’s statement that the transaction is cashflow accretive on key financial metrics.

How could the Wolfpack deal dilute KLX Energy Services shareholders?

Deferred payments may be paid in KLX common stock, subject to a cap of 19.9% of outstanding shares immediately before the first deferred payment date. Based on shares outstanding as of April 30, 2026, this common stock consideration cap would equal 3,962,440 shares if fully utilized.

What debt-for-equity exchanges did KLX Energy Services (KLXE) complete?

KLX exchanged $2.19 million principal of its 2030 notes for 627,521 shares of common stock with certain noteholders. These exchanges relied on the Section 3(a)(9) exemption under the Securities Act, and approximately $252.5 million principal amount of the notes remains outstanding after the transactions.

Why are the KLX Energy Services stock issuances tied to the Wolfpack deal unregistered?

Any KLX shares issued as acquisition consideration rely on Securities Act exemptions. Shares for the Wolfpack deferred purchase price use Section 4(a)(2) for a private transaction to an accredited investor, while shares issued in the note exchanges relied on Section 3(a)(9) for exchanges with existing security holders.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 22.4 KB

Other Documents

• EX-2.1 EX-2.1 708.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB