Houston – September 24, 2026 -- KLX Energy Services Holdings, Inc. (NASDAQ: KLXE) has adopted a limited-duration stockholder rights plan effective immediately, setting a 10% beneficial ownership trigger after a single investor sought to acquire as much as 30% of the company through a recently expired $125 million rights offering.
Board Cites Investor's History of Pursuing Takeovers After Building Stakes
KLX's Board said the plan responds to the rapid accumulation of common stock by a new investor who requested permission to purchase shares beyond the 9.995% ownership cap set under the company's Backstopped Equity Rights Offering. The company described the investor as having a documented pattern of acquiring large equity positions in public companies before pursuing unsolicited acquisition proposals or tender offers for those companies or their assets.
$125 Million Rights Offering Expired September 23 With 9.995% Participation Cap
The Backstopped Equity Rights Offering, distributed to holders of record as of August 21, 2026, allowed eligible holders to purchase shares at $1.49 each, with each basic subscription right covering 3.885 shares. The offering closed at 5:00 p.m. New York time on September 23, 2026, capping any single non-backstop holder's pro forma ownership at 9.995% to prevent a concentrated position forming at the discounted price.
Backstop Parties Committed $94 Million to Cut Debt Under 2030 Notes
Holders of KLX's Senior Secured Floating Rate Cash/PIK Notes due 2030 backstopped the offering with an aggregate commitment of $94.0 million, agreeing to exchange notes for common stock at the subscription price for any unsubscribed shares. Upon completion of the Backstop Exchange, outstanding principal on the 2030 Notes is expected to fall by $94.0 million through a combination of par redemptions and the note-for-equity exchange. Individual Backstop Parties remain subject to a 30% ownership limitation on a pro forma fully diluted basis.
New 10% Threshold Nearly Mirrors Prior Rights Offering Cap
The rights plan sets its trigger at 10% ownership, closely matching the 9.995% cap used during the rights offering, to prevent post-offering accumulation or group formation that the earlier cap could not restrict. Under the plan, rights generally become exercisable if any person or group acquires 10% or more of outstanding common stock, or if an existing 10%-plus holder increases its stake by even one additional share. Triggering holders would see their own rights voided, while other holders could purchase additional shares at a significant discount to market price.
Plan Expires September 23, 2027, Pending Stockholder Vote on Extension
The rights plan will expire on September 23, 2027, unless earlier redeemed, exchanged, or terminated, and the Board intends to submit any extension beyond that term to a stockholder vote. One preferred share purchase right will be issued for every outstanding common share to holders of record as of October 5, 2026. The company plans to exempt passive stockholders from the ownership cap and to exempt shares acquired by Backstop Parties consistent with their agreed ownership levels, so that fulfillment of the Backstop Agreement does not trigger the rights. Further details will appear in a Form 8-K filing with the SEC. KLX said it expects to disclose final subscription results and resulting changes to its stockholder base in the coming days.