News & Events

Material Modification to Rights of Security Holders. ​ The Reincorporation effected certain changes in the rights of the Company’s stockholders. This is as a result of differences between the Delaware General Corporation Law (“DGCL”) and the New Jersey Business Corporation Act (“NJBCA”), as well as differences between each of the Company’s charter documents and the Predecessor Corporation’s charter documents. As a result of the Reincorporation, as of the Effective Time the rights of the holde…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As a result of the Reincorporation, as of the Effective Time the Company, by operation of law, assumed and succeeded to the prior liabilities and obligations of the Predecessor Corporation, and such liabilities and obligations may be enforced against the Company to the same extent as if the Company had itself incurred or contracted all such liabilities and obligations. For more i…

Entry into a Material Definitive Agreement. ​ NL Industries, Inc., a New Jersey corporation (the “Predecessor Corporation”), and its wholly-owned subsidiary NLI Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger dated as of May 19, 2026 (the “Plan of Merger”), providing for the merger of the Predecessor Corporation with and into the Company, with the Company continuing as the surviving corporation, for the purpose of changing the Predecessor C…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ​ At the Effective Time, pursuant to the Plan of Merger, the directors and officers of the Predecessor Corporation immediately prior to the Reincorporation became the directors and officers of the Company and continued their respective directorship or services with the Company on the same terms as their respective directorship or service with the P…

Completion of Acquisition or Disposition of Assets. ​ Pursuant to the Plan of Merger, as of the Effective Time the Predecessor Corporation was merged with and into the Company, with the Company continuing as the surviving corporation. ​ Other than the change in the state of incorporation and the associated name change, the Reincorporation did not result in any change in the headquarters, business, management or location of the Company’s facilities or in its assets, liabilities or net worth (o…

Results of Operations and Financial Condition. ​ The registrant hereby furnishes the information set forth in its press release entitled “NL Reports First Quarter 2026 Results” issued on May 6, 2026, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ​ The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to…

Results of Operations and Financial Condition. ​ The registrant hereby furnishes the information set forth in its press release entitled “NL Reports Fourth Quarter 2025 Results” issued on March 9, 2026, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ​ The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject…

Results of Operations and Financial Condition. ​ The registrant hereby furnishes the information set forth in its press release entitled “NL Reports Third Quarter 2025 Results” issued on November 6, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ​ The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subje…

Results of Operations and Financial Condition. ​ The registrant hereby furnishes the information set forth in its press release entitled “NL Reports Second Quarter 2025 Results” issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ​ The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjec…

Regulation FD Disclosure. ​ The registrant hereby furnishes the information set forth in its press release entitled “ Press release dated August 6, 2025 entitled “ NL Industries Announces a Special Dividend of 21 Cents Per Share Payable in August 2025, and a Quarterly Dividend for the Third Quarter of 2025 at 9 Cents Per Share ” that the registrant also issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. ​ The press release the re…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ​ Effective May 15, 2025, the registrant’s board of directors increased the size of the board from seven to eight and elected Dr. R. Gerald Turner to fill the newly created vacancy, to serve as a director until his successor is elected and qualified or his earlier resignation, removal or death. The board of directors also appointed Dr. Turner to se…

Results of Operations and Financial Condition. ​ The registrant hereby furnishes the information set forth in its press release entitled “NL Reports First Quarter 2025 Results” issued on May 7, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ​ The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to…