Welcome to our dedicated page for N L Inds SEC filings (Ticker: NL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for NL Industries, Inc. (NYSE: NL), a New Jersey corporation engaged in component products and chemicals (TiO2). Through these filings, readers can review how NL reports its financial condition, operating performance and material events related to its security products, recreational marine components and titanium dioxide exposure via Kronos Worldwide, Inc.
Among the most frequently referenced documents are Form 10-K annual reports and Form 10-Q quarterly reports, which describe NL’s segment information, equity in earnings or losses of Kronos, the impact of marketable equity securities, corporate expenses and environmental remediation matters. These reports also outline risk factors such as cyclicality in TiO2 operations, raw material and energy cost volatility, currency exchange rate fluctuations, environmental and regulatory obligations and pending or potential litigation.
NL’s Form 8-K current reports are particularly useful for tracking material events. Recent 8-K filings have furnished press releases on quarterly earnings results, special and regular dividend declarations, and information incorporated by reference from Kronos Worldwide’s own filings regarding financing arrangements. These documents help investors understand how developments at Kronos and in NL’s component products business flow through to NL’s consolidated financials.
Users interested in insider activity can review Forms 3, 4 and 5, where available, to see reported transactions in NL common stock by directors, officers and other insiders. Proxy materials and related filings provide additional detail on director elections and advisory votes on executive compensation.
Stock Titan enhances these filings with AI-powered summaries that explain key sections of lengthy reports, highlight notable changes from prior periods and clarify technical disclosures. Real-time updates from EDGAR ensure that new 10-K, 10-Q, 8-K and other forms appear promptly, while AI-generated insights help readers navigate complex accounting, legal and risk discussions without having to parse every page manually.
NL Industries is asking shareholders to vote at its 2026 annual meeting on May 14, 2026. The most significant item is a proposal to reincorporate from New Jersey to Delaware, which requires approval by at least 66-2/3% of outstanding shares not owned by controlling stockholder Valhi.
Valhi owns about 82.7% of NL’s common stock and intends to vote for all director nominees, the advisory Say-on-Pay resolution, the reincorporation, an opt-out from Delaware’s Section 203 anti-takeover statute as part of the move, and a possible adjournment to solicit more votes. Because the reincorporation also needs a large minority vote, abstentions and broker non-votes effectively count against it.
The proxy details NL’s controlled-company status, board composition and committee structure, heavy use of intercorporate services agreements with Contran, and extensive related-party relationships. Executive pay is entirely delivered through fees under these agreements, with no stock awards or options and a 2025 CEO pay ratio of 17 to 1.
NL Industries, Inc. is soliciting proxies for its 2026 annual meeting to be held on May 14, 2026, with a record date of March 23, 2026. The proxy materials highlight a Proposal to reincorporate the company in Delaware that is conditioned on an affirmative vote of 66-2/3% of outstanding shares not owned by the controlling stockholder, Valhi, Inc. Valhi directly holds approximately 82.7% of NL’s outstanding common stock and has indicated it will vote in favor of the reincorporation, the director slate, the advisory Say-on-Pay vote, the proposed DGCL Section 203 opt-out, and any adjournment. The reincorporation also requires a separate Minority Vote Condition of at least 5,650,136 votes from shares not owned by Valhi. Other agenda items include the election of eight directors, a nonbinding advisory vote on executive compensation, the DGCL opt-out provision, and an adjournment proposal.
NL Industries, Inc. is a New Jersey holding company whose value is driven mainly by two businesses: an 87% stake in CompX International, which makes security and marine components, and a 31% stake in Kronos Worldwide, a global titanium dioxide (TiO₂) producer. At June 30, 2025, 8.5 million non‑affiliate shares had an aggregate market value of $54.2 million, and 48,862,734 common shares were outstanding on February 27, 2026.
CompX sells engineered locks and marine hardware from three U.S. plants, with its ten largest customers accounting for about 52% of 2025 sales and the U.S. Postal Service alone representing 26%. Raw materials such as zinc, brass, aluminum and stainless steel were about 14% of total 2025 cost of sales, with total material costs at roughly 43%, and management highlights exposure to commodity volatility and tariff risk.
Kronos is one of the top four TiO₂ producers worldwide, with 2025 TiO₂ volumes concentrated in Europe and North America and about 90% of its net sales from TiO₂ pigments. It acquired the remaining 50% of Louisiana Pigment Company in July 2024, consolidating a major chloride‑process plant. Kronos produced 480,000 metric tons of TiO₂ in 2025 with capacity utilization of 77% and reports a 7% share of global TiO₂ sales volume and rising market shares in Europe and North America.
The filing emphasizes environmental compliance, ESG initiatives, and detailed human‑capital disclosures, including 549 CompX employees and 2,263 Kronos employees at December 31, 2025. Key risks include TiO₂ price cycles, intense global competition (particularly from Chinese producers), higher energy and feedstock costs, Kronos’ $557.4 million of consolidated debt as of year‑end 2025, potential impacts from tariffs and climate‑related regulation, and ongoing legal and environmental exposures related to legacy lead‑pigment activities.
NL Industries, Inc. reported a sharp downturn for 2025, moving from net income attributable to stockholders of $67.2 million, or $1.38 per share, in 2024 to a net loss of $37.8 million, or $.77 per share. In the fourth quarter of 2025, NL recorded a net loss of $31.0 million, or $.63 per share, compared to net income of $16.5 million, or $.34 per share, a year earlier.
Results were pressured by equity in losses of Kronos of $25.3 million for the fourth quarter and $33.9 million for the year, an unrealized loss on marketable equity securities of $13.6 million for 2025, and a $19.7 million settlement loss tied to termination of the U.S. pension plan. The prior year also benefited from a $31.4 million environmental remediation settlement.
Subsidiary CompX grew full-year net sales to $158.3 million from $145.9 million and increased segment profit to $22.6 million from $17.0 million, helped by higher sales and better gross margins. Kronos’ net sales declined about 1% for both the quarter and full year, as lower TiO₂ selling prices and significant unabsorbed fixed production costs drove a 2025 operating loss of $36.5 million versus prior-year operating income of $122.9 million.
NL Industries, Inc. announced that its board of directors has declared a quarterly cash dividend of $0.10 per share on its common stock for the first quarter of 2026. The dividend will be payable on March 26, 2026 to shareholders of record at the close of business on March 10, 2026.
The company describes its operations as spanning component products, including security products and recreational marine components, as well as chemicals through its titanium dioxide (TiO2) business.
NL Industries furnished a current report announcing its press release titled “NL Reports Third Quarter 2025 Results,” issued on November 6, 2025, which is attached as Exhibit 99.1 and incorporated by reference.
The company states the press release is furnished, not filed, and therefore is not subject to Section 18 liabilities; other filings will incorporate it only if expressly stated.
NL Industries (NL) reported a third-quarter net loss attributable to stockholders of $7.9 million (basic and diluted EPS $(0.16)), reversing from net income of $36.0 million a year ago. Net sales rose to $39.95 million from $33.67 million, but equity results from affiliate Kronos Worldwide swung to a loss of $11.3 million from earnings of $22.0 million, and marketable equity securities shifted to a small loss.
Year-to-date, NL posted a net loss attributable to stockholders of $6.8 million (EPS $(0.14)) versus net income of $50.7 million in 2024. Operating income improved to $7.8 million for the first nine months from $4.2 million as subsidiary CompX delivered higher sales and margin, with segment profit up 40% to $17.0 million.
Cash and equivalents declined to $101.9 million from $163.2 million. Operating cash flow was $(32.3) million for the first nine months, largely reflecting a $56.1 million payment (plus $0.5 million interest) under a consent decree for the Raritan Bay Slag Superfund Site, partially offset by $9.6 million received from other parties. Accrued environmental liabilities decreased to $13.1 million at quarter end.
NL Industries, Inc. filed a current report to furnish, rather than file, a press release dated October 30, 2025. The company is using this report to make the press release publicly available under a Regulation FD disclosure item, which focuses on fair and broad dissemination of information.
The press release itself is attached as Exhibit 99.1 and is incorporated by reference into this report, but it is explicitly not treated as filed for purposes of liability under the Securities Exchange Act. The filing also includes a cover page interactive data file as Exhibit 104.
NL Industries, Inc. filed a current report to reference actions taken by its affiliate, Kronos Worldwide, Inc. The 8-K states that information disclosed by Kronos Worldwide under Items 1.01 and 2.03 of its own filing dated September 15, 2025 is incorporated by reference.
NL Industries also lists related exhibits, including a Third Supplemental Indenture dated September 15, 2025 involving Kronos International, Inc. and Deutsche Bank Trust Company Americas, and an Additional Notes Priority Joinder Agreement executed the same day, both incorporated by reference from Kronos Worldwide’s filing.