KLX Energy Services Holdings (KLXE) risk factors, FY2025 10-K

KLX Energy Services Holdings's FY2025 10-K, filed Mar 12, 2026, lists 50 risk factors in 8 groups. Against the prior year's 53: 5 new, 8 dropped, 11 substantially reworded.

Risk factors listed
508 groups
New this year
5vs 53 last year
Dropped
8since the prior 10-K
Substantially reworded
11of those kept
Section length
18k wordsItem 1A

What the changes say

  • KLX Energy Services added specific risks regarding debt leverage, cybersecurity and AI threats, climate change, and SEC baby-shelf limits.
  • Debt balances decreased slightly, and equity share counts increased.

What changed since the prior 10-K

New

  • NewRisks Relating to Financial Considerations

    Our significant level of indebtedness may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunities

    Our leverage under the 2030 Senior Notes and 2028 ABL Facility may restrict our ability to fund operations, pursue acquisitions, or secure additional financing.

  • NewRisks Relating to Technology and Intellectual Property

    operations. Our operations are subject to cybersecurity risks that could have a material adverse effect on our business, financial condition and results of operations

    Cyber incidents and emerging artificial intelligence tools could disrupt our IT systems, operations, and financial reporting, with energy assets specifically targeted.

  • NewRisks Relating to Government Regulation and Legal Matters

    Increased attention to sustainability matters may impact our business

    Climate change scrutiny and shifts toward fossil-fuel alternatives may reduce demand for hydrocarbon products, increase litigation, and hurt our stock price.

  • NewRisks Relating to Our Common Stock

    SEC regulations limit the amount of funds we can raise during any 12-month period pursuant to our shelf registration statement on Form S-3

    Our low public float restricts us to the baby-shelf rule on Form S-3, capping public capital raises at one-third of our public float over 12 months.

  • NewRisks Relating to Our Common Stock

    limit, and the terms of the agreements governing any future debt may limit or prohibit, the payments of dividends. We cannot assure you that we will pay dividends in the future or continue to pay any dividends if we do commence the payment of dividends

    Our debt obligations and cash flow constraints may impair our board's ability to declare dividends or force us to restructure debt and sell assets.

Dropped

  • DroppedRisks Relating to Our Business

    This, in turn, could lead to lower demand for our services and may cause lower utilization of our assets. We have experienced, and may in the future experience, significant fluctuations in operating results as a result of the reactions of our customers to changes in oil and natural gas prices

  • DroppedRisks Relating to Our Business

    effectively identify attractive businesses, access financing sources on acceptable terms, negotiate favorable transaction terms and successfully integrate any businesses we acquire, achieve cost efficiencies and manage these businesses as part of our company

  • DroppedRisks Relating to Our Business

    Global pandemics have previously, may continue to, and may in the future adversely impact our business

    WTI oil price volatility and historical price ranges impacting customer demand and asset utilization.

  • DroppedRisks Relating to Financial Considerations

    who hold debt that we fail to service or on which we otherwise default could also accelerate amounts due, which could in such an instance potentially trigger a default or acceleration of other debt we may incur

  • DroppedRisks Relating to Financial Considerations

    make us vulnerable to increases in interest rates with respect to the outstanding 2030 Senior Notes and amounts borrowed under our New ABL Facility

  • DroppedRisks Relating to Financial Considerations

    test periods ending March 31, 2028 through December 31, 2028, and 2.50 to 1.0 for each test period thereafter and (ii) restrictions on making net capital expenditures in any test period in excess of the greater of (x) $65.0 in the aggregate or (y) 7% of revenues during such test period

  • DroppedRisks Relating to Government Regulation and Legal Matters

    Increasing attention to ESG matters may impact our business

  • DroppedRisks Relating to Our Common Stock

    During the year ended December 31, 2023, we did not engage in any debt-for-equity exchanges

Reworded

  • 99% rewrittenRisks Relating to Government Regulation and Legal Matters

    We face risks from increasing activism against, and negative investor sentiment towards the oil and gas industry, which may adversely impact our business

    Updated to focus on polarized public climate debate, stakeholder scrutiny on ESG, and institutional investor policies discouraging fossil fuel investments.

  • 91% rewrittenRisks Relating to Our Business

    Our past acquisition activity and any future acquisitions may not be successful in delivering expected performance post-acquisition, which could have a material adverse effect on our business, financial condition and results of operations

    Restored detailed text regarding acquisition execution risks, integration challenges, and potential diversion of management attention.

  • 81% rewrittenRisks Relating to Our Business

    The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations

    Added specific historical WTI pricing context and asset utilization impacts driven by oil and natural gas price volatility.

  • 79% rewrittenRisks Relating to Financial Considerations

    Our assets require capital for maintenance, upgrades and refurbishment, and we may require capital expenditures for new equipment

    Retained maintenance and capital expenditure risk language for equipment upgrades and refurbishment costs.

  • 73% rewrittenRisks Relating to Our Common Stock

    We cannot assure you that we will pay dividends on our Common Stock, and our indebtedness could limit our ability to pay dividends on our Common Stock

    Truncated the discussion regarding board dividend discretion and debt covenants limiting dividend payments.

  • 71% rewrittenRisks Relating to Our Common Stock

    Future sales of our Common Stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership interest

    Updated outstanding common stock to 19.2 million shares and granted restricted shares to 2,110,977 as of December 31, 2025.

  • 70% rewrittenRisks Relating to Technology and Intellectual Property

    We may be adversely affected by disputes regarding intellectual property rights and the value of our intellectual property rights is uncertain

    Retained intellectual property dispute and infringement risk disclosures without material textual changes.

  • 65% rewrittenRisks Relating to Financial Considerations

    We have substantial indebtedness, and our ability to repay such indebtedness as it becomes due will depend on our future operating performance

    Updated total long-term indebtedness figures to $258.3 million as of December 31, 2025, including $36.0 million under the 2028 ABL Facility.

  • 41% rewrittenRisks Relating to Financial Considerations

    Customer payment delays of outstanding receivables and customer bankruptcies could have a material adverse effect on our liquidity, results of operations, and consolidated financial condition

  • 34% rewrittenRisks Relating to Our Business

    Our business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry

  • 29% rewrittenRisks Relating to Our Business

    We may be adversely affected by the effects of inflation

All 50 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Our Business

  1. 01Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on our business, financial condition and results of operations
  2. 02The volatility of oil and natural gas prices may adversely affect the demand for our services and negatively impact our results of operations81% rewritten
  3. 03Our business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry34% rewritten
  4. 04The industry in which we operate has undergone and may continue to undergo consolidation
  5. 05We may be adversely affected by the effects of inflation29% rewritten
  6. 06We may be unable to maintain existing prices or implement price increases on our services
  7. 07We have been expanding our available products and services in recent periods. Our inability to properly manage or support future expansion of our business may have a material adverse effect on our business, financial condition, and results of operations and could cause the market value of our Common Stock to decline
  8. 08If we lose significant customers, significant customers materially reduce their purchase orders or significant programs on which we rely are delayed, scaled back or eliminated, our business, financial condition and results of operations may be adversely affected
  9. 09We may be unable to effectively and efficiently manage our equipment fleet as we expand our business, which could have an adverse effect on our business, financial condition and results of operations
  10. 10Our past acquisition activity and any future acquisitions may not be successful in delivering expected performance post-acquisition, which could have a material adverse effect on our business, financial condition and results of operations91% rewritten

Risks Relating to Our Industry

  1. 11Conservation measures and technological advances could reduce demand for oil and natural gas
  2. 12Our business involves many hazards and operational risks that could adversely affect our business, financial condition and results of operations
  3. 13Competition among oilfield service and equipment providers is affected by each provider’s reputation for safety and quality
  4. 14Increased labor costs, the unavailability of skilled workers or labor-related litigation could hurt our business, financial condition and results of operations
  5. 15We operate in highly competitive markets and our failure to compete effectively may negatively impact our business, financial condition and results of operations
  6. 16Seasonal and adverse weather conditions adversely affect demand for services and operations

Risks Relating to Financial Considerations

  1. 17We have operated at a loss, and there is no assurance of our profitability in the future
  2. 18Our assets require capital for maintenance, upgrades and refurbishment, and we may require capital expenditures for new equipment79% rewritten
  3. 19We have substantial indebtedness, and our ability to repay such indebtedness as it becomes due will depend on our future operating performance65% rewritten
  4. 20Our significant level of indebtedness may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunitiesNew
  5. 21We may experience future impairment charges
  6. 22Customer payment delays of outstanding receivables and customer bankruptcies could have a material adverse effect on our liquidity, results of operations, and consolidated financial condition41% rewritten

Risks Relating to Third Parties

  1. 23Shortages or increases in the costs of the equipment we use in our operations could adversely affect our operations in the future
  2. 24We are dependent on a small number of suppliers for key goods and services that we use in our operations
  3. 25We rely on a limited number of third parties for sand, proppant and chemicals, and delays in deliveries of such materials, increases in the cost of such materials or our contractual obligations to pay for materials that we ultimately do not require could harm our business, results of operations and financial condition
  4. 26If suppliers are unable to supply us with the products used in our operations in a timely manner, in adequate quantities and/or at a reasonable cost, we may be unable to meet the demands of our customers, which could have a material adverse effect on our business, financial condition and results of operations

Risks Relating to Technology and Intellectual Property

  1. 27Our inability to develop, obtain, maintain or implement new technology may cause us to become less competitive
  2. 28Our success may be affected by our ability to use and protect our proprietary technology as well as our ability to enter into license agreements
  3. 29We may be adversely affected by disputes regarding intellectual property rights and the value of our intellectual property rights is uncertain70% rewritten
  4. 30operations. Our operations are subject to cybersecurity risks that could have a material adverse effect on our business, financial condition and results of operationsNew

Risks Relating to Government Regulation and Legal Matters

  1. 31Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us
  2. 32Changes in trucking regulations may increase our transportation costs and negatively impact our business, financial condition and results of operations
  3. 33Legal requirements relating to hydraulic fracturing could increase our customers’ costs of doing business, limit the areas in which our customers can operate and reduce oil and natural gas production by our customers, which could adversely impact our business, financial condition and results of operations
  4. 34We and our customers are subject to environmental and occupational health and safety laws and regulations that could increase our or our customers’ costs of doing business and adversely impact our business, financial condition and results of operations
  5. 35Increased attention to sustainability matters may impact our businessNew
  6. 36We may be required to assume responsibility for environmental and other liabilities of companies we have acquired or will acquire
  7. 37We face risks from increasing activism against, and negative investor sentiment towards the oil and gas industry, which may adversely impact our business99% rewritten
  8. 38Restrictions, delays or cancellations imposed by governmental authorities in issuing permits or leases for our or our customers’ operations could impair our business
  9. 39Silica-related legal requirements, including compliance with OSHA regulations relating to respirable crystalline silica or litigation, could have a material adverse effect on our business, financial condition, results of operation and reputation
  10. 40Explosive incidents arising out of dangerous materials used in our business could disrupt operations and result in bodily injuries and property damages, which occurrences could have a material adverse effect our business, results of operations and financial conditions
  11. 41The ESA and comparable laws intended to protect certain species of wildlife govern our and our oil and natural gas E&P customers’ operations, which constraints could have an adverse impact on our ability to expand some of our existing operations or limit our customers’ ability to develop new oil and natural gas wells
  12. 42We may be subject to claims for personal injury and property damage or other litigation, which could materially adversely affect our business, financial condition and results of operations
  13. 43Tariffs and other trade measures could adversely affect our business, results of operations, financial position and cash flows

Risks Relating to Our Common Stock

  1. 44Future sales of our Common Stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership interest71% rewritten
  2. 45SEC regulations limit the amount of funds we can raise during any 12-month period pursuant to our shelf registration statement on Form S-3New
  3. 46We cannot assure you that we will pay dividends on our Common Stock, and our indebtedness could limit our ability to pay dividends on our Common Stock73% rewritten
  4. 47limit, and the terms of the agreements governing any future debt may limit or prohibit, the payments of dividends. We cannot assure you that we will pay dividends in the future or continue to pay any dividends if we do commence the payment of dividendsNew
  5. 48Certain provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, and certain provisions of Delaware law may prevent or delay an acquisition of our company or other strategic transactions, which could decrease the trading price of our Common Stock
  6. 49If securities or industry analysts do not publish research reports or publish unfavorable research about our business, the price and trading volume of our Common Stock could decline

General Risks

  1. 50We may be unable to attract or retain personnel who are key to our operations

Other KLX Energy Services Holdings 10-Ks

  • FY2024 10-K risk factors
    53 risks

    The risk section is dominated by commodity price volatility, customer concentration, and heavy debt obligations.

    Filed Mar 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.