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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-13 · 42 added, 64 removed, 330 unchanged (24% of the section changed)

4 unchanged sentences

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of December 31, 2024, of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

In connection with the preparation of this Annual Report for the year ended December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of December 31, 2025, of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

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Based on its assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 2024 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, 2024, 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, 2024, 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, 2024, of the Company and our report dated March 13, 2025, 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 13, 2025

OTHER INFORMATION

(a) Form 8-K Information .

The Company has elected to make the following disclosures in this Annual Report instead of in a Current Report on Form 8-K.

Entry into a Material Definitive Agreement.

Warrant Purchase Agreement

On March 6, 2026, the Company entered into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”) with certain holders of the 2030 Notes (the “2030 Noteholders”), pursuant to which the Company agreed to issue and sell Warrants to such Holders entitling the holders thereof to purchase, in the aggregate, up to 803,712 shares of Common Stock, based on their pro rata ownership of principal amount of the 2030 Senior Notes, in consideration of such holders consenting to the 2030 Senior Notes Indenture Amendment.

The Warrants were issued on March 6 and March 11, 2026, and expire 5 years from their respective date of issuance.

The agreement governing the Warrants stipulates that the Company will file a registration statement with the SEC with respect to the shares of Common Stock underlying the Warrants.

The Warrants will be exercisable immediately, and in lieu of exercising such Warrant, the holders thereof may convert their Warrants, in whole or in part, into the number of the shares of Common Stock underlying the Warrants pursuant to the terms of the Warrants prior to the expiration date.

The Warrant Purchase Agreement contains customary representations, warranties and covenants of the Company and the 2030 Noteholders.

Upon Closing, the Company has agreed to reimburse certain of the 2030 Noteholders for certain expenses.

2030 Senior Notes Indenture Agreement

On March 6, 2026, the requisite holders agreed to execute the First Amendment to the 2030 Senior Notes Indenture (the “First Amendment to the Indenture”) to provide financial covenant relief in the form of (i) extending the period for which the maximum total net leverage ratio covenant is tested at 4.50 to 1.0 through and including the testing period ending March 31, 2027, stepping down to 3.50 to 1.0 for the testing periods ending June 30, 2027 through and including March 31, 2028, to 3.00 to 1.0 for the testing periods ending June 30, 2028 through and including March 31, 2029, and to 2.50 to 1.0 for the testing periods ending June 30, 2029 and thereafter, (ii) a temporary holiday to exclude capital lease obligations as indebtedness for the purposes of determining compliance with the maximum total net leverage ratio covenant for the testing periods ending December 31, 2025 through and including March 31, 2027 and (iii) clarifying that proceeds from our ATM Offering program may be applied as an equity cure.

The First Amendment to the Indenture also establishes additional debt and lien baskets to permit the issuance of letters of credit by third parties for the Company’s account in favor of insurers in connection with a $6.7 substitute insurance collateral facility.

Unregistered Sales of Equity Securities.

The information provided under Item 1.01 above is incorporated by reference into this Item 3.02.

The issuance of the Warrants, entitling the holders thereof to purchase, in the aggregate, up to 803,712 shares of Common Stock, will not be registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) thereof as a transaction not involving any public offering.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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from the University of Houston Law Center.

Lehner, Executive Vice President and Chief Financial Officer 39 Keefer M.

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:

(i) Vice President and Director of Krypton Intermediate, LLC, Krypton Holdco, LLC, KLX Energy Services LLC and KLX Energy Services Inc;

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

Previously, Mr.

Lehner served as Executive Vice President and Chief Financial Officer of QES since its formation in 2017 through July 2020.

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, 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.

Lehner monitored and advised the growth of the predecessors to QES.

Prior to joining Quintana in 2010, Mr.

Lehner worked in the investment banking division of Simmons & Company International, where he focused on mergers, acquisitions and capital raises for public and private clients engaged in all facets of the energy industry.

Lehner attended Villanova University, where he earned a B.S.B.A.

Stanford, Senior Vice President, Interim Chief Financial Officer and Chief Accounting Officer 58 Geoffrey C.

Stanford became the Interim Chief Financial Officer on January 7, 2026.

He also serves as Senior Vice President and Chief Accounting Officer of the Company, a position he has held since December 2020.

Prior to that, Mr.

Stanford served as Vice President and Chief Accounting Officer, a position he held from the completion of the Company’s merger with QES in July 2020.

He served in that same role at QES from 2018 until the merger in 2020.

Before joining QES, Mr.

Stanford served as Vice President of Accounting at Amedisys Home Health & Hospice and as Vice President and Chief Accounting Officer at Willbros Construction, where he led corporate accounting initiatives.

His career also includes key roles at The Shaw Group and Albemarle Corporation, where he focused on corporate operations and financial management.

Stanford is a licensed Certified Public Accountant.

He earned a Master of Business Administration degree from Tulane University and bachelor’s degrees in Accounting and Finance from Louisiana State University.

Our Board of Directors

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Hunter 43 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.

Hunter has been a Director of KLXE since February 2024.

Previously, Ms.

Hunter served as the President of Berry Corporation, an upstream energy company engaged in the responsible development and production of conventional oil reserves in the Western United States, until its merger with California Resources Corporation (NYSE:

CRC) in December 2025.

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.

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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 https://www.klx.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://investor.klx.com.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for our 2026 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, 2025.

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(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.

1.1.2 Amendment No.

2 to Equity Distribution Agreement, dated March 14, 2025, by and between the Company and Piper Sandler & Co.

(incorporated by reference to Exhibit 1.1 of KLX Energy Services Holdings, Inc.’s Current Report on Form 8-K, filed on March 14, 2025, 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.

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Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, riled on March 12, 2025, File No.

4.4* First Amendment to Indenture, dated March 6, 2026, by and among KLX Energy Services Holdings, Inc.

the guarantors party thereto, and U.S.

Bank Trust Company, National Association, as trustee.

4.5 Form of Senior Secured Floating Rate Cash / PIK Notes due 2030 (included in Exhibit 4.3).

1 unchanged sentence

4.7 Description of Securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K, filed on April 28, 2021, File No.

10.1 Credit Agreement, dated as of August 10, 2018, by and among KLX Energy Services Holdings, Inc., the several Lenders and JPMorgan Chase Bank, N.A.

as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.10 to Amendment No.

1 to the Company’s Registration Statement on Form 10, filed on August 15, 2018, File No.

10.1.1 First Amendment, dated as of October 22, 2018, 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 to the Company’s Current Report on Form 8-K, filed on October 22, 2018, File No.

10.1.2 Second Amendment, dated as of June 10, 2019, 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 to the Company’s Quarterly Report on Form 10-Q, filed on August 22, 2019, File No.

10.1.3 Third Amendment, dated as of September 22, 2022, 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 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.

10.1† KLX Energy Services Holdings, Inc.

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(incorporated by reference to Exhibit 10.3 of KLXE Energy Services Holdings, Inc.’s Current Report on Form 8-K, filed on July 28, 2020, File No.

10.18† Executive Employment Agreement, dated as of May 3, 2020, between Keefer M.

Lehner and KLX Energy Services Holdings, Inc.

(incorporated by reference to Exhibit 10.4 of KLXE Energy Services Holdings, Inc.’s Current Report on Form 8-K, filed on July 28, 2020, File No.

10.17† Separation Agreement and Mutual Release, dated as of July 28, 2020, by and between KLX Energy Services Holdings, Inc.

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19.1 KLX Energy Services Holdings, Inc.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed on March 13, 2025, File No.

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

(incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K, filed on March 13, 2025, File No.

23.1* Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP.

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Christopher J.

/s/ Keefer M.

Lehner Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Geoffrey C.

Stanford Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

Stanford Senior Vice President, Interim Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)

Whates Director and Chairman of the Audit Committee

12 unchanged sentences

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