KLX Energy $125M rights offer expires Sept. 23
KLX Energy Services Holdings, Inc. (KLXE) announced that its previously launched, $125 million backstopped rights offering is nearing expiration, with subscription rights scheduled to expire at 5:00 p.m. New York City time on September 23, 2026.
Rhea-AI Filing Summary
KLX Energy Services Holdings, Inc. (KLXE) announced that its previously launched, $125 million backstopped rights offering is nearing expiration, with subscription rights scheduled to expire at 5:00 p.m. New York City time on September 23, 2026. Each subscription right entitles the holder to purchase 3.885 shares of common stock at a subscription price of $1.49 per share, under a rights offering made pursuant to an effective shelf registration statement on Form S-3 and a related prospectus supplement.
The company states that subscription rights will expire and have no value if not exercised before the expiration time. The subscription rights trade on Nasdaq under the symbol KLXER and will continue to do so until the close of trading on the Expiration Date. A 9.995% beneficial ownership cap applies to exercises by any holder and its affiliates, other than specified backstop parties. KLX also notes it may extend, amend or terminate the rights offering subject to conditions, and directs investors to the prospectus and its information agent, InvestorCom, for further details.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Rights Offering Size: $125 million
Subscription Ratio: 3.885 shares of common stock per subscription right
Subscription Price: $1.49 per share
+4 more
7 metrics
Rights Offering Size
$125 million
Backstopped rights offering announced by KLX Energy Services
Subscription Ratio
3.885 shares of common stock per subscription right
Each subscription right’s entitlement under the rights offering
Subscription Price
$1.49 per share
Price per share for exercising subscription rights
Expiration Date and Time
5:00 p.m. New York City time on September 23, 2026
Deadline to exercise subscription rights before they lapse
Beneficial Ownership Cap
9.995%
Maximum pro forma ownership allowed for most holders exercising rights
Subscription Rights Ticker
KLXER
Nasdaq symbol for KLX Energy Services subscription rights
Shelf Registration Statement
Form S-3, Reg. No. 333-295905
Existing effective shelf registration used for the rights offering
Key Terms
backstopped rights offering, subscription rights, beneficially owning, shelf registration statement, +2 more
6 terms
backstopped rights offering financial
"its $125 million backstopped rights offering (the “Rights Offering”)"
A backstopped rights offering is a capital raise where existing shareholders are given tradable rights to buy new shares, and a third party (the backstop) agrees to buy any rights or unsubscribed shares left over. Think of it like someone promising to buy any unsold tickets so an event reaches its funding goal. It matters to investors because the backstop ensures the company will receive the planned cash but can affect share supply and potential dilution.
subscription rights financial
"each subscription right entitles the holder to purchase 3.885 shares"
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.
beneficially owning financial
"beneficially owning more than 9.995% of the Company’s outstanding"
Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.
shelf registration statement regulatory
"existing effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"the prospectus supplement (and the accompanying base prospectus)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
information agent financial
"information agent, InvestorCom, at (877) 972-0090"
An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is KLXE’s rights offering mentioned in this 8-K, and how large is it?
KLX Energy Services (KLXE) is conducting a $125 million backstopped rights offering, allowing holders of subscription rights to buy shares of common stock under an effective shelf registration statement and related prospectus supplement.
When do KLXE’s subscription rights expire and what happens if they are not exercised?
The subscription rights expire at 5:00 p.m. New York City time on September 23, 2026. KLX states that subscription rights will expire and have no value if they are not exercised before the Expiration Date.
Is there an ownership limit for exercising KLXE subscription rights?
Yes. KLX states that, except for specified backstop parties, no holder may exercise subscription rights if it would cause that holder and its affiliates to beneficially own more than 9.995% of the outstanding common stock on a pro forma basis.
Under what ticker do KLXE’s subscription rights trade and until when?
The subscription rights of KLX Energy Services trade on The Nasdaq Stock Market LLC under the symbol “KLXER”. They will continue trading until the close of trading on the September 23, 2026 Expiration Date.
Can KLXE change the terms or timing of the rights offering?
KLX states that it reserves the right to extend, amend or terminate the Rights Offering, subject to certain conditions, and refers investors to the prospectus for additional details.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||||||||
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2026
_____________________
(Exact name of registrant as specified in its charter)
_____________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | ||||||||
( (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 | ||||||||||||
| Subscription rights to purchase shares of common stock, $0.01 Par Value | KLXER | The Nasdaq Stock Market LLC | ||||||||||||
_____________________
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 8.01 Other Events.
On September 18, 2026, KLX Energy Services Holdings, Inc. issued a press release announcing that it is nearing the previously announced expiration date for its subscription rights offering of 5:00 p.m., New York City time, on September 23, 2026 (the “Expiration Date”). Subscription rights will expire and have no value if they are not exercised prior to the Expiration Date. The press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||||||||
| No. | Description | |||||||
| 99.1 | Press Release dated September 18, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |||||||
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: | September 18, 2026 | |||||||
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
KLX Energy Services Rights Offering Nearing Expiration Date
HOUSTON, TX – September 18, 2026 – KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) (“KLX” or the “Company”) announced today that it is nearing the previously announced expiration date for its $125 million backstopped rights offering (the “Rights Offering”) of 5:00 pm, New York City time, on September 23, 2026 (the “Expiration Date”). As a reminder, each subscription right entitles the holder to purchase 3.885 shares of common stock at a subscription price of $1.49 per share. No holder (other than the Backstop Parties described in the Prospectus) is entitled to exercise subscription rights to the extent that such exercise would result in such holder, together with its affiliates and any persons acting in concert with such holder, beneficially owning more than 9.995% of the Company’s outstanding common stock on a pro forma basis after giving effect to such exercise. The subscription rights will continue to trade on The Nasdaq Stock Market LLC under the symbol “KLXER” until the close of trading on the Expiration Date.
Importantly, for holders whose shares of our common stock are held in a brokerage account or are otherwise not registered directly with the Company, the deadline to exercise their subscription rights with their respective brokerage firms may be earlier. Information regarding specific broker-related deadlines should be obtained directly from the broker. The subscription rights will expire and have no value if they are not exercised prior to the Expiration Date.
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”). The Company reserves the right to extend, amend or terminate the Rights Offering, subject to certain conditions, at any time. Additional information regarding the Rights Offering is set forth in the Prospectus.
Copies of the Prospectus, the subscription rights certificates and other related documents were mailed to all holders on or about August 24, 2026 and can also be accessed through the SEC’s website at www.sec.gov. Holders of shares of common stock in “street name” through a brokerage account, bank or other nominee must instruct their broker, bank or nominee whether to exercise subscription rights on their behalf. Additional information regarding the Rights Offering may be obtained from the information agent, InvestorCom, at (877) 972-0090 (toll free) or (203) 972-9300 (banks and brokers) or via email at info@investor-com.com. Before you invest, you should read the Prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Rights Offering.
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 timing and 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, whether holders of record will exercise their rights to purchase common stock and the amount subscribed, and whether the Company will be able to successfully complete the Rights Offering, 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.
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