What changed in this filing

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Item 9A. Controls and Procedures

2024-03-08 compared with 2023-03-09 · 101 added, 53 removed, 298 unchanged (34% of the section changed)

13 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including our principal executive officer and principal financial officers, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

The Company’s management, including our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

In making the assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on its assessment, management believes that, as of December 31, 2023, the Company’s internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of KLX Energy Services Holdings, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of KLX Energy Services Holdings, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023 and 2022, of the Company and our report dated March 8, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Houston, Texas

March 8, 2024

OTHER INFORMATION

Purchase and Sale Agreement

On March 8, 2023, the Company completed the acquisition of all of the equity interests of Greene’s Energy Group, LLC (“Greene’s”), including $1.7 million in cash remaining with Greene’s (the “Greene’s Acquisition”), pursuant to that certain purchase and sale agreement dated March 8, 2023, between Greene’s Holding Corporation, the direct parent of Greene’s (“Seller”), and the Company (the “Purchase Agreement”).

The total consideration for the Greene’s Acquisition under the Purchase Agreement consisted of the issuance of approximately 2.4 million shares of the Company's common stock, par value $0.01 per share (the “Stock Consideration”), subject to customary post-closing adjustments, representing 14.7% of the fully diluted common stock of the Company with an implied enterprise value of approximately $30.3 million based on a 30-day volume weighted average price as of March 7, 2023 less acquired cash.

Registration Rights and Lock-Up Agreement

In connection with the Greene’s Acquisition, the Company entered into a Registration Rights and Lock-Up Agreement, dated as of March 8, 2023, with the Seller (the “Greene’s Registration Rights Agreement”), pursuant to which the Company must file a shelf registration statement upon the request of the Seller and certain of its affiliates to register the shares comprising the Stock Consideration.

The Seller and certain of its affiliates will also have the right to demand that the Company undertake an underwritten offering of shares comprising the Stock Consideration so long as the minimum market price of the shares to be included in the offering is $30.0 million, subject to certain other limitations.

In addition, the Seller and certain of its affiliates will have certain “piggyback” rights if the Company or certain other holders of the Company’s common stock undertake an underwritten offering, subject to customary cutbacks.

Pursuant to the terms of the Greene's Registration Rights Agreement, Seller agreed, subject to certain customary exceptions, not to, directly or indirectly, sell, offer or agree to sell, or otherwise transfer, or loan or pledge, through swap or hedging transactions, or grant any option to purchase, make any short sale or otherwise dispose of 66 2/3% of the shares comprising the Stock Consideration for specified periods of time ranging from six to twelve months following the closing of the Greene’s Acquisition, as described in the Greene's Registration Rights Agreement.

Unregistered Sales of Equity Securities

The shares comprising the Stock Consideration issued in the Greene’s Acquisition have not been registered under 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 was based upon the following factors:

(a) the issuance of the shares was an isolated private transaction by the Company that did not involve a public offering;

(b) there was only one recipient and (c) representations from Greene’s to support such exemption, including with respect to Greene’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).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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Baker, President, Chief Executive Officer and Director 51 Christopher J.

Baker became the President and Chief Executive Officer of KLXE upon completion of the Merger in July 2020.

Baker became the President and Chief Executive Officer of KLXE upon completion of the QES Merger in July 2020.

Baker became a Director of KLXE in November 2022.

Additionally, since the completion of the Merger in July 2020, Mr.

Additionally, since the completion of the QES Merger in July 2020, Mr.

Baker has served as:

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and (ii) Vice President of KLX Directional Drilling LLC and Centerline Trucking LLC.

Since March 2022, Mr.

Baker has also served as a director of NorAm Drilling AS.

Previously, Mr.

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Baker previously served as Executive Vice President and Chief Operating Officer of QES from its formation in 2017 until August 2019 and has served in the same role at Quintana Energy Services LP (“QES LP”) from November 2014 to July 2020.

Baker previously served as Managing Director-Oilfield Services of the Quintana private equity funds, where he was responsible for sourcing, evaluating and executing oilfield service investments, as well as overseeing the growth of and managing and monitoring the activities of Quintana’s oilfield service portfolio companies beginning in 2008.

Baker previously served as Managing Director-Oilfield Services of the Quintana private equity funds (“Quintana”), where he was responsible for sourcing, evaluating and executing oilfield service investments, as well as overseeing the growth of and managing and monitoring the activities of Quintana’s oilfield service portfolio companies beginning in 2008.

Prior to joining Quintana, Mr.

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in Mechanical Engineering, and Rice University, where he earned an M.B.A.

Our Board benefits from Mr.

Baker’s extensive industry experience and his familiarity with the Company.

Bouthillette, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary 55 Max L.

Bouthillette became the Executive Vice President, General Counsel, Chief Compliance Officer and Secretary of KLXE upon completion of the Merger in July 2020.

Additionally, since the completion of the Merger in July 2020, Mr.

Bouthillette became the Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of KLXE upon completion of the QES Merger in July 2020.

Additionally, since the completion of the QES Merger in July 2020, Mr.

Bouthillette has served as:

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Prior to joining QES, Mr.

Bouthillette was with Archer Limited, one of the QES principal stockholders, where he served as Executive Vice President and General Counsel from 2010 to 2017, as President of Archer’s operations in South and North America since 2016 and as a Director of several of its affiliates.

Bouthillette was with Archer Limited, one of the QES principal stockholders ("Archer”), where he served as Executive Vice President and General Counsel from 2010 to 2017, as President of Archer’s operations in South and North America since 2016 and as a Director of several of its affiliates.

Bouthillette has more than 24 years of legal experience for oilfield services companies, and previously served as Chief Compliance Officer and Deputy General Counsel for BJ Services from 2006 to 2010, as a partner with Baker Hostetler LLP from 2004 to 2006 and with Schlumberger in North America (Litigation Counsel), Asia (OFS Counsel) and Europe (General Counsel Products) from 1998 to 2003.

Bouthillette holds a B.B.A in Accounting from Texas A&M University and a Juris Doctor from the University of Houston Law Center.

Bouthillette holds a B.B.A in Accounting from Texas A&M University and a J.D.

from the University of Houston Law Center.

Lehner, Executive Vice President and Chief Financial Officer 38 Keefer M.

Lehner became the Executive Vice President and Chief Financial Officer of KLXE upon completion of the Merger in July 2020.

Additionally, since the completion of the Merger in July 2020, Mr.

Lehner became the Executive Vice President and Chief Financial Officer of KLXE upon completion of the QES Merger in July 2020.

Additionally, since the completion of the QES Merger in July 2020, Mr.

Lehner has served as:

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Lehner served in that same role at QES LP from January 2017 to July 2020 and previously served as the Vice President, Finance and Corporate Development of QES LP’s general partner from November 2014 to July 2020.

Lehner previously served in various positions at the Quintana private equity funds (“Quintana”), including Vice President, from 2010 to 2014, where he was responsible for sourcing, evaluating and executing investments, as well as managing and monitoring the activities of Quintana’s portfolio companies.

Lehner previously served in various positions at the Quintana, including Vice President, from 2010 to 2014, where he was responsible for sourcing, evaluating and executing investments, as well as managing and monitoring the activities of Quintana’s portfolio companies.

During his tenure at Quintana, Mr.

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Collins 77 John T.

Collins has been a Director of KLXE since September 2018 and served as the non-Executive Chairman of the Board upon the completion of the Merger in July 2020 until June 2021.

Collins has been a Director of KLXE since September 2018 and served as the non-Executive Chairman of the Board upon the completion of the QES Merger in July 2020 until June 2021.

Previously, Mr.

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Collins guided Quebecor Printing (USA) Inc.

through several large acquisitions and situated the company to become one of the leaders in the industry.

through several large acquisitions and situated the company to become one of the leaders in its industry.

From 1992 to 2017, Mr.

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Our Board benefits from Mr.

Collins’s many years of experience in the management, acquisition and development of several companies.

Gunnar Eliassen 37 Gunnar Eliassen became a Director of KLXE upon the completion of the Merger in July 2020.

Collins’s many years of experience in the management, acquisition and development of several private and public companies in varied sectors.

Gunnar Eliassen 38 Gunnar Eliassen became a Director of KLXE upon the completion of the QES Merger in July 2020.

Previously, Mr.

Eliassen served on the QES Board since the company’s formation in 2017 through July 2020.

Eliassen served on the QES board of directors from the company’s formation in 2017 through July 2020.

Eliassen served on the board of directors of the general partner of QES LP from January 2017 until July 2020.

Eliassen serves on the board of directors of and has been employed by Seatankers Services (UK) LLP, an affiliated company of Geveran Investment Limited and its affiliates (“Geveran”), since 2016, where he is responsible for overseeing and managing various public and private investments.

Eliassen is also currently a director and restructuring steering committee member of Seadrill Limited and a director at Seadrill Partners LLC.

Eliassen’s past experience includes his role as Partner at Pareto Securities (New York), where he worked from 2011 to 2015 and was responsible for execution of public and private capital markets transactions with emphasis on the energy sector.

He currently also serves as a director of Prosafe SE and as chairman of the board of directors of Scana ASA.

From 2016 until 2023, Mr.

Eliassen was employed by Seatankers Services (UK) LLP, an affiliated company of Geveran Investment Limited and its affiliates, where he was responsible for overseeing and managing various public and private investments.

Eliassen’s past experience includes serving as a director of Seadrill Ltd, Aquadrill LLC, Valaris Ltd, Noram Drilling AS, Northern Drilling Ltd as well as executive roles as Chief Executive Officer of ST Energy Transition I Ltd.

and Chief Executive Officer of Northern Drilling.

From 2011 through 2015 Mr Eliassen was a Partner at Pareto Securities where he was responsible for execution of public and private capital markets transactions with emphasis on the energy sector.

Eliassen received a Master in Finance from the Norwegian School of Economics.

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Eliassen’s extensive experience with public and private investments, including investments in the oil and natural gas industry.

Hunter 41 Danielle E.

Hunter is the President of Berry Corporation (Nasdaq:

BRY), an upstream energy company engaged in the responsible development and production of conventional oil reserves in the Western United States.

She joined Berry in January 2020 as Executive Vice President, General Counsel and Corporate Secretary, a position she held through her appointment as President effective January 1, 2023.

Prior to joining Berry, Ms.

Hunter served as Executive Vice President, General Counsel, Corporate Secretary and Chief Risk and Compliance Officer at C&J Energy Services, Inc.

(now part of Patterson UTI (Nasdaq:

PTEN)), a well construction, completions, and services company, where she provided strategic counsel on a broad range of legal, business and operational matters.

She served at C&J from June 2011 through November 2019.

From 2007 through 2011, Ms.

Hunter practiced corporate law at Vinson & Elkins LLP representing public and private companies in capital markets offerings and mergers and acquisitions, primarily in the oil and natural gas industry.

She served as a judicial law clerk to U.S.

District Judge Tucker Melancon, U.S.

District Court for the Western District of Louisiana, after graduating Magna Cum Laude from Tulane University Law School in 2006.

McCaffrey 69 Thomas P.

McCaffrey has served as a member of the Board since May 2020.

McCaffrey served as Chairman of the Integration Committee of the Board upon completion of the Merger until the Committee was disbanded in December 2020.

McCaffrey served as Chairman of the integration committee of the Board upon completion of the QES Merger until the integration committee was disbanded in December 2020.

From May 1, 2020 until July 28, 2020, Mr.

McCaffrey served as President and Director of KLX RE Holdings LLC.

McCaffrey previously served as President, Chief Executive Officer and Chief Financial Officer of KLXE, from April 30, 2020 through the completion of the Merger.

McCaffrey previously served as President, Chief Executive Officer and Chief Financial Officer of KLXE, from April 30, 2020 through the completion of the QES Merger.

Previously, Mr.

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Since 2016, Mr.

McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and served as a member of various committees and is currently Chairman of its Audit Committee and as a member of several of its committees.

McCaffrey has served as a member of the Board of Trustees of Palm Beach Atlantic University and currently serves as Chairman of the Board.

Previously, he served as a member of various committees.

Our Board benefits from Mr.

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Robertson, Jr.

became a Director upon the completion of the Merger in July 2020.

became a Director upon the completion of the QES Merger in July 2020.

Previously, Mr.

Robertson served as Chairman of the QES Board since the company’s formation in 2017 through July 2020.

Robertson served as Chairman of the QES board of directors since the company’s formation in 2017 through July 2020.

Robertson has served as Chairman of the board of directors of the general partner of QES LP since the board was established.

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He has served as the Chief Executive Officer and Chairman of the board of directors of the general partners of Western Pocahontas Properties Limited Partnership since 1986, Great Northern Properties Limited Partnership since 1992, Quintana Minerals Corporation since 1978 and as Chairman of the board of directors of New Gauley Coal Corporation since 1986.

He also serves as a Principal with Quintana Capital Group, L.P.

(“Quintana”), Chairman of the board of the Cullen Trust for Higher Education and on the boards of the American Petroleum Institute, the National Petroleum Council, Baylor College of Medicine and the World Health and Golf Association.

He also serves as a Principal with Quintana Capital Group, L.P., Chairman of the board of the Cullen Trust for Higher Education and on the boards of the American Petroleum Institute, the National Petroleum Council, Baylor College of Medicine and the World Health and Golf Association.

Robertson was inducted into the Texas Business Hall of Fame.

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Robertson’s extensive industry experience, his extensive experience with oil and gas investments and his board service for several companies in the oil and natural gas industry.

Dag Skindlo 54 Dag Skindlo has been a Director since the completion of the Merger in July 2020.

Dag Skindlo 55 Dag Skindlo has been a Director since the completion of the QES Merger in July 2020 and has served as the Non-Executive Chairman of our Board since June 2022.

Previously, Mr.

Skindlo served on the QES Board since its formation in 2017 and served on the board of directors of the general partner of QES LP since April 2016.

Skindlo has served as member of the board of directors and as the Chief Executive Officer for Archer Limited, one of our Principal Stockholders, since March 2020, and he previously served as a director and the Chief Financial Officer of Archer Limited from April 2016 until March 2020.

Skindlo served on the QES board of directors since its formation in 2017 and served on the board of directors of the general partner of QES LP since April 2016.

Skindlo has served as the Chief Executive Officer for Archer, since March 2020, and he previously served as the Chief Financial Officer of Archer from May 2016 until March 2020 and as a director of Archer from May 2016 until May 2019.

Skindlo is a business-oriented executive with 25 years of oil and natural gas industry experience.

Skindlo joined Schlumberger in 1992 where he held various financial and operational positions.

Skindlo then joined the Aker Group of companies in 2005, where his experience from Aker Kvaerner, Aker Solutions and Kvaerner includes both global CFO roles and Managing Director roles for several large industrial business divisions.

Skindlo then joined the Aker Group of companies in 2005, where his experience from Aker Kvaerner, Aker Solutions and Kvaerner includes both global Chief Financial Officer roles and Managing Director roles for several large industrial business divisions.

Prior to joining Archer Well Company Inc.

Skindlo was with private equity group HitecVision, where he served as CEO for Aquamarine Subsea.

Skindlo earned a Master of Science in Economics and Business Administration from the Norwegian School of Economics and Business Administration (NHH).

We believe Mr.

Skindlo is qualified to continue serve on the Board due to his vast business experience, having founded and served as a director and as an officer of multiple companies, both private and public, and his service on the boards of numerous non-profit organizations.

Skindlo was with private equity group HitecVision, where he served as Chief Executive Officer for Aquamarine Subsea.

Skindlo earned a Master of Science in Economics and Business Administration from the Norwegian School of Economics and Business Administration.

Our Board benefits from Mr.

Skindlo’s vast business experience domestically and internationally, having founded and served as a director and as an officer of multiple companies, both private and public.

has served as a member of the Board since September 2018.

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Our Board benefits from Mr.

Whates’s extensive experience, multi-dimensional educational background, and thorough knowledge of the Company’s business and industry.

Whates’s extensive experience, multi-dimensional educational background, thorough knowledge of the Company’s business and industry and financial expertise.

Code of Business Conduct

Our Board has adopted a code of business conduct that applies to all our directors, officers and employees worldwide, including our principal executive officer, principal financial officer, controller, treasurer and all other employees performing a similar function.

We maintain a copy of our code of business conduct, including any amendments thereto and any waivers applicable to any of our directors and officers, on our website at www.klxenergy.com.

We maintain a copy of our code of business conduct, including any amendments thereto and any waivers applicable to any of our directors and officers, on our website at https://www.klx.com.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders pursuant to Regulation 14A under the Exchange Act, which we expect to file with the SEC within 120 days after the close of the year ended December 31, 2023.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is Deloitte & Touche LLP, Houston, Texas, PCAOB ID No 34 .

The information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders pursuant to Regulation 14A under the Exchange Act, which we expect to file with the SEC within 120 days after the close of the year ended December 31, 2023.

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001-38609) filed with the SEC on June 14, 2021).

Purchase and Sale Agreement, dated as of March 8, 2023, between the Company and Greene’s Holding Corporation.

1.2 Amendment No.

1 to Equity Distribution Agreement, dated November 16, 2022, by and between the Company and Piper Sandler & Co.

(incorporated by reference to Exhibit 1.1 of KLX Energy Services Holdings, Inc.’s Quarterly Report on Form 10-Q, filed on May 11, 2023, File No.

Purchase and Sale Agreement, dated as of March 8, 2023, between the Company and Greene’s Holding Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 10-K, filed March 9, 2023, File No.

2.2 Agreement and Plan of Merger, dated May 3, 2020, by and among KLX Energy Services Holdings, Inc., Quintana Energy Services Inc., Krypton Intermediate LLC and Krypton Merger Sub Inc.

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4.1.3 Third Supplemental Indenture, dated August 25, 2020, among KLX Energy Services Holdings, Inc., as the issuer, the Guaranteeing Subsidiaries named therein and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed on June 11, 2021, File No.

4.1.4 Fourth Supplemental Indenture, dated as of May 12, 2023, among KLX Energy Services Holdings, Inc., as the issuer, the Guaranteeing Subsidiaries named therein and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of KLX Energy Services Holdings, Inc.’s Quarterly Report on Form 10-Q, filed on November 7, 2023, File No.

4.2 Form of 11.500% Senior Secured Notes due 2025 (included in Exhibit 4.1) .

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as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 of KLX Energy Services Holdings, Inc.'s Current Report on Form 8-K, filed on September 28, 2022, File No.

Fourth Amendment, dated as of June 20, 2023, to Credit Agreement, dated as of August 10, 2018, by and among KLX Energy Services Holdings, Inc., the Subsidiary Guarantors party thereto, the several Lenders and JPMorgan Chase Bank, N.A.

as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 of KLX Energy Services Holdings, Inc.'s Current Report on Form 8-K, filed on June 20, 2023, File No.

10.2† KLX Energy Services Holdings, Inc.

Long-Term Incentive Plan (Amended and Restated as of December 2, 2020) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 16, 2021, File No.

10.2.1† Second Amended and Restated KLX Energy Services Holdings, Inc.

Long-Term Incentive Plan (Amended and Restated as of March 8, 2023) (incorporated by reference to Exhibit 10.1 of KLX Energy Services Holdings, Inc.'s Current Report on Form 8-K, filed on May 15, 2023, File No.

10.3† Form of KLX Energy Services Holdings, Inc.

53 unchanged sentences

Registration Rights Agreement and Lock-Up Agreement, dated March 8, 2023, between KLX Energy Services Holdings, Inc.

and Greene’s Holding Corporation.

and Greene’s Holding Corporation (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K, filed on March 9, 2023, File No.

10.24 Registration Rights Agreement, dated May 3, 2020, by and among KLX Energy Services Holdings, Inc., Archer Holdco LLC, Geveran Investments Limited, Famatown Finance Limited Robertson QES Investment LLC, Quintana Energy Partners—QES Holdings LLC, Quintana Energy Fund – TE, L.P.

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10.35† Form of Restricted Stock Unit Agreement (Executive Officers) under the KLX Energy Services Holdings, Inc.

Long-Term Incentive Plan.

Long-Term Incentive Plan (incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K filed March 9, 2023, File No.

21.1* List of subsidiaries of KLX Energy Services Holdings, Inc.

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1*† KLX Energy Services Holdings, Inc.

Executive Officer Incentive Compensation Clawback Policy

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

34 unchanged sentences

Collins Director

/s/ Danielle E.

Hunter Director

/s/ Thomas P.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures