{"filing":{"accession_number":"0001738827-26-000023","cik":"0001738827","ticker":"KLXE","company_name":"KLX Energy Services Holdings, Inc.","form":"8-K","filing_date":"2026-06-02","report_date":null,"primary_document":"klxe-20260602.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1738827/000173882726000023/klxe-20260602.htm"},"events":[{"id":7627,"run_id":6706,"accession_number":"0001738827-26-000023","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"KLX Energy Services Holdings completed the acquisition of assets from Wolf Pack Rentals for $17.0 million in cash and deferred stock consideration on June 2, 2026, pursuant to an asset purchase agreement. The transaction includes contingent equity consideration and represents a material strategic acquisition affecting the registrant's financial position and capital structure.","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02","form":"8-K","submitted_at":null,"items":[{"id":3771,"accession_number":"0001738827-26-000023","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"KLX Energy Services Holdings completed the acquisition of assets from Wolf Pack Rentals for $17.0 million in cash and deferred stock consideration, pursuant to an asset purchase agreement dated and closed on June 2, 2026. This is a material acquisition disclosed under Item 1.01 (Entry into a Material Definitive Agreement), involving a substantial purchase price and contingent equity consideration that would materially affect the registrant's financial position and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3772,"accession_number":"0001738827-26-000023","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses completion of an acquisition or disposition of assets. The section incorporates Item 1.01 by reference, which typically contains the initial announcement of the M\u0026A transaction. Completion of a material acquisition or disposition is a core material event affecting investor assessment of the registrant's strategic position and financial condition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3774,"accession_number":"0001738827-26-000023","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an \"Acquisition\" announced via press release on June 2, 2026, furnished as Exhibit 99.1. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a material acquisition event. The company explicitly references \"the Acquisition\" as a completed or announced transaction material enough to warrant immediate disclosure, making this a significant M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":7628,"run_id":6706,"accession_number":"0001738827-26-000023","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"KLX issued up to 3,962,440 shares (19.9% of outstanding) as deferred acquisition consideration to Wolf Pack Rentals and 627,521 shares in debt-for-equity exchanges with Senior Secured Notes noteholders, representing substantial dilution to existing shareholders under private placement exemptions.","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02","form":"8-K","submitted_at":null,"items":[{"id":3773,"accession_number":"0001738827-26-000023","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered equity issuances in two contexts: (1) up to 3,962,440 shares (19.9% of outstanding) as deferred acquisition consideration under a Purchase Agreement with Wolf Pack, and (2) 627,521 shares issued in debt-for-equity exchanges with noteholders of Senior Secured Notes. Both are material dilutive issuances relying on private placement exemptions (Section 4(a)(2) and Section 3(a)(9)). The acquisition-related issuance alone represents nearly 20% of outstanding shares, a substantial dilution signal.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3771,"accession_number":"0001738827-26-000023","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"KLX Energy Services Holdings completed the acquisition of assets from Wolf Pack Rentals for $17.0 million in cash and deferred stock consideration, pursuant to an asset purchase agreement dated and closed on June 2, 2026. This is a material acquisition disclosed under Item 1.01 (Entry into a Material Definitive Agreement), involving a substantial purchase price and contingent equity consideration that would materially affect the registrant's financial position and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02"},{"id":3772,"accession_number":"0001738827-26-000023","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 explicitly discloses completion of an acquisition or disposition of assets. The section incorporates Item 1.01 by reference, which typically contains the initial announcement of the M\u0026A transaction. Completion of a material acquisition or disposition is a core material event affecting investor assessment of the registrant's strategic position and financial condition.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02"},{"id":3773,"accession_number":"0001738827-26-000023","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered equity issuances in two contexts: (1) up to 3,962,440 shares (19.9% of outstanding) as deferred acquisition consideration under a Purchase Agreement with Wolf Pack, and (2) 627,521 shares issued in debt-for-equity exchanges with noteholders of Senior Secured Notes. Both are material dilutive issuances relying on private placement exemptions (Section 4(a)(2) and Section 3(a)(9)). The acquisition-related issuance alone represents nearly 20% of outstanding shares, a substantial dilution signal.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02"},{"id":3774,"accession_number":"0001738827-26-000023","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an \"Acquisition\" announced via press release on June 2, 2026, furnished as Exhibit 99.1. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a material acquisition event. The company explicitly references \"the Acquisition\" as a completed or announced transaction material enough to warrant immediate disclosure, making this a significant M\u0026A activity event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-03T02:45:47.621489+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-06-02"}]}