{"url_path":"/sec/klxe/8-k/2026-06-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1738827/0001738827-26-000023-index.html","accession_number":"0001738827-26-000023","cik":"0001738827","ticker":"KLXE","issuer_name":"KLX Energy Services Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1738827/0001738827-26-000023-index.html","primary_entity_key":"0001738827","primary_entity_name":"KLX Energy Services Holdings, Inc."},"word_count":366,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities.\n\nAcquisition – Stock Consideration\n\nThe 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).\n\nThe 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.\n\nDebt for Equity Exchanges\n\nDuring 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”).\n\nThe 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.\n\nFollowing the Exchanges, approximately $252.5 million in aggregate principal amount of Notes will remain outstanding."}