{"filing":{"accession_number":"0001738827-26-000051","cik":"0001738827","ticker":"KLXE","company_name":"KLX Energy Services Holdings, Inc.","form":"8-K","filing_date":"2026-09-23","report_date":"2026-09-23","primary_document":"klxe-20260923.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1738827/000173882726000051/klxe-20260923.htm"},"events":[{"id":34667,"run_id":31910,"accession_number":"0001738827-26-000051","anchor_item_number":"1.01","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"KLX Energy Services adopted a limited-duration stockholder rights plan (poison pill) effective immediately with a 10% beneficial ownership trigger in response to rapid stock accumulation by a new investor following expiration of a $125 million backstopped rights offering. The Board implemented this defensive governance measure to protect against potential hostile acquisition tactics and preserve board discretion during the post-deleveraging period.","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-09-23","form":"8-K","submitted_at":null,"items":[{"id":38474,"accession_number":"0001738827-26-000051","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX adopted a stockholder rights plan (poison pill) effective immediately, with a 10% beneficial ownership trigger, in response to rapid accumulation of stock by a new investor following expiration of a $125 million backstopped rights offering. While the filing is captioned Item 1.01 (Entry into a Material Definitive Agreement), the core event is a governance action—adoption of a rights plan and declaration of a dividend of preferred share purchase rights—rather than a traditional M\u0026A transaction or debt/equity issuance. The rights plan is a defensive governance mechanism designed to protect against hostile acquisition tactics, making it a governance event that does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation, thus warranting governance_other classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38475,"accession_number":"0001738827-26-000051","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX adopted a limited-duration stockholder rights plan (poison pill) effective immediately with a 10% beneficial ownership threshold, in response to a single investor's rapid accumulation of stock and request to purchase up to 30% of the company. This is a governance event involving modification of security holder rights through a defensive anti-takeover measure, which is material to investors assessing control and shareholder protection but does not fit the specific governance categories (auditor, executive, shareholder vote). The rights plan is explicitly designed to protect against hostile acquisition and preserve board discretion during the post-deleveraging period.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"","ticker":null,"filing_date":""},{"id":38476,"accession_number":"0001738827-26-000051","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX Energy Services adopted a limited-duration stockholder rights plan (poison pill) effective immediately with a 10% beneficial ownership threshold, triggered by a single investor's rapid accumulation of stock following the expiration of a $125 million backstopped equity rights offering. The Board explicitly adopted the plan to protect against potential hostile acquisition tactics by this investor, who has a documented history of acquiring significant equity positions and pursuing unsolicited transactions. This is a governance action—a defensive measure by the Board—that materially affects shareholder rights and control dynamics, though it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, or shareholder_vote_results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":38474,"accession_number":"0001738827-26-000051","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX adopted a stockholder rights plan (poison pill) effective immediately, with a 10% beneficial ownership trigger, in response to rapid accumulation of stock by a new investor following expiration of a $125 million backstopped rights offering. While the filing is captioned Item 1.01 (Entry into a Material Definitive Agreement), the core event is a governance action—adoption of a rights plan and declaration of a dividend of preferred share purchase rights—rather than a traditional M\u0026A transaction or debt/equity issuance. The rights plan is a defensive governance mechanism designed to protect against hostile acquisition tactics, making it a governance event that does not fit the specific categories of exec_appointment, exec_departure, or exec_compensation, thus warranting governance_other classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-09-23"},{"id":38475,"accession_number":"0001738827-26-000051","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX adopted a limited-duration stockholder rights plan (poison pill) effective immediately with a 10% beneficial ownership threshold, in response to a single investor's rapid accumulation of stock and request to purchase up to 30% of the company. This is a governance event involving modification of security holder rights through a defensive anti-takeover measure, which is material to investors assessing control and shareholder protection but does not fit the specific governance categories (auditor, executive, shareholder vote). The rights plan is explicitly designed to protect against hostile acquisition and preserve board discretion during the post-deleveraging period.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-09-23"},{"id":38476,"accession_number":"0001738827-26-000051","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"KLX Energy Services adopted a limited-duration stockholder rights plan (poison pill) effective immediately with a 10% beneficial ownership threshold, triggered by a single investor's rapid accumulation of stock following the expiration of a $125 million backstopped equity rights offering. The Board explicitly adopted the plan to protect against potential hostile acquisition tactics by this investor, who has a documented history of acquiring significant equity positions and pursuing unsolicited transactions. This is a governance action—a defensive measure by the Board—that materially affects shareholder rights and control dynamics, though it does not fit the specific categories of exec_departure, exec_appointment, exec_compensation, or shareholder_vote_results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-23T21:11:47.310741+00:00","company_name":"KLX Energy Services Holdings, Inc.","ticker":"KLXE","filing_date":"2026-09-23"}]}