After Careful Consideration, Company's Board Takes Action to Protect the Best Interests of All Stockholders Following New Investor's Rapid Accumulation of Stock

HOUSTON, Sept. 23, 2026 /PRNewswire/ -- KLX Energy Services Holdings, Inc. (NASDAQ:KLXE) ("KLX" or the "Company" or "we") today announced that its Board of Directors (the "Board") has adopted a limited-duration stockholder rights plan (the "Rights Plan") to protect the interests of all of the Company's stockholders.

The Rights Plan is effective immediately and will expire on September 23, 2027, unless the rights are earlier redeemed, exchanged, or terminated. The Board intends to submit any extension of the Rights Plan beyond its initial term to a vote of the Company's stockholders.

The Board adopted the Rights Plan in response to the rapid accumulation of the Company's common stock by a single investor, together with that investor's request to purchase shares in excess of the 9.995% ownership limitation set forth in the Company's recently expired $125 million partially backstopped rights offering ("Backstopped Equity Rights Offering") described in greater detail below under "Description of the Backstopped Equity Rights Offering." The investor has a well-documented history of acquiring significant equity positions in publicly traded companies and thereafter seeking to acquire those companies or their assets, including through unsolicited acquisition proposals and tender offers.

The Backstopped Equity Rights Offering was intended to allow existing stockholders to participate, pro rata and on equal terms, in a deleveraging transaction for the Company without being diluted. During the pendency of the rights offering, the Company's share price traded at or near the discounted rights offering price, which was deemed appropriate to incentivize a broad, pro-rata equity raise open to every stockholder. The Company instituted a 9.995% cap on participation in the rights offering to avoid the outcome of any one holder assembling a concentrated or potential control position at the offering's discounted subscription price. However, the cap would not prevent an investor from further accumulation of shares or the formation of a group after the expiration of the Backstopped Equity Rights Offering, which occurred as of 5:00 p.m., New York City time, today, September 23, 2026.

Following the expiration of the Backstopped Equity Rights Offering, the Rights Plan was adopted to protect all stockholders and to implement a 10% threshold to nearly match the prior 9.995% cap for participants under the Backstopped Equity Rights Offering. We expect to share more information about participation in the Backstopped Equity Rights Offering and the resulting changes to the composition of our stockholder base in the coming days as final subscription tabulations are processed.

The Board believes the Company has significant opportunities to create value for all stockholders following the completion of the Backstopped Equity Rights Offering. The Rights Plan is intended to enable all stockholders to realize the benefits of the deleveraging and to protect the long-term value of their investment by guarding against the acquisition of effective or actual control — whether through open-market purchases, the formation of an undisclosed group, or other tactics — without payment of an appropriate premium to all stockholders. The Rights Plan is intended to ensure that the Board has adequate time to reassess the business post-deleveraging, execute the Company's strategic plan, and make informed decisions in the best interests of all stockholders.