NLI Holdings moves incorporation to Delaware

NLI Holdings, Inc., formerly NL Industries, Inc., completed a corporate reorganization to change its state of incorporation from New Jersey to Delaware through a merger of the New Jersey parent into its wholly owned Delaware subsidiary.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NLI Holdings, Inc., formerly NL Industries, Inc., completed a corporate reorganization to change its state of incorporation from New Jersey to Delaware through a merger of the New Jersey parent into its wholly owned Delaware subsidiary. The Delaware entity, NLI Holdings, continues as the surviving corporation.

At the effective time on May 26, 2026, each outstanding share of New Jersey common stock automatically converted into one share of Delaware common stock with the same $.125 par value, and existing stock certificates continue to represent the same number of shares. The common stock remains listed on the New York Stock Exchange under the symbol “NL”.

The company’s headquarters, business, management, facilities, assets, liabilities and net worth remain the same other than costs incident to the move and Delaware franchise taxes. Following the reincorporation, stockholder rights are now governed by Delaware law, a new certificate of incorporation, and new bylaws, including an election not to be governed by the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Existing directors and officers continue in their roles, and the company has entered into updated indemnification agreements with them to reflect Delaware law.

8-K Event Classification

7 items: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01

7 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Effective date of reincorporation: May 26, 2026 Par value per share: $0.125 per share Exchange listing: NYSE: NL

3 metrics

Effective date of reincorporation May 26, 2026 Certificates of merger became effective

Par value per share $0.125 per share Common stock before and after reincorporation

Exchange listing NYSE: NL Common stock listing unchanged after reincorporation

Key Terms

Agreement and Plan of Merger, Reincorporation, Delaware General Corporation Law, Section 203 of the DGCL, +1 more

5 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger dated as of May 19, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Reincorporation regulatory

"for the purpose of changing the Predecessor Corporation’s state of incorporation from New Jersey to Delaware (the “Reincorporation”)"

Delaware General Corporation Law regulatory

"differences between the Delaware General Corporation Law (“DGCL”) and the New Jersey Business Corporation Act"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

Section 203 of the DGCL regulatory

"a provision in the Delaware Certificate in which the Company elects not to be governed by the anti-takeover provisions of Section 203 of the DGCL"

indemnification agreements financial

"the Company entered into new indemnification agreements (the “Indemnity Agreements”) with each of its directors and executive officers"

Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.

FAQ

What corporate change did NL (now NLI Holdings, Inc.) announce in this 8-K?

NLI Holdings, Inc. completed a reincorporation, merging the former New Jersey entity into a Delaware subsidiary. The Delaware corporation now serves as the surviving company, assuming all assets, liabilities, and obligations of the predecessor while continuing the same business operations and management structure.

How does the reincorporation affect NL (NLI Holdings) shareholders and their stock?

Each outstanding share of the New Jersey common stock automatically became one share of Delaware common stock with the same $.125 par value. Existing certificates still represent those shares, so shareholders do not need to exchange certificates, and their proportional ownership remains unchanged after the transaction.

Did NL’s stock exchange listing or trading symbol change after reincorporation?

The company’s common stock continues to be listed for trading on the New York Stock Exchange under the symbol “NL”. Only the legal domicile and corporate name changed to NLI Holdings, Inc.; the exchange listing and ticker symbol remained the same for investors.

Were there changes to NLI Holdings’ business, management, or financial position?

The filing states that, apart from the change in state of incorporation and name, there was no change in headquarters, business, management, facility locations, assets, liabilities, or net worth, other than costs associated with the reincorporation and Delaware franchise taxes, preserving operating continuity.

How did reincorporation modify NLI Holdings’ stockholder rights under corporate law?

Stockholder rights are now governed by Delaware’s corporate law, a new Delaware certificate of incorporation, and new bylaws instead of New Jersey law. The Delaware certificate includes an election not to be governed by the anti-takeover provisions of Section 203 of the Delaware General Corporation Law.

What new agreements did NLI Holdings enter into with directors and officers?

Effective at the reincorporation, the company entered into new indemnification agreements with each director and executive officer. These agreements provide indemnification to the fullest extent permitted by Delaware law and are updated to reflect the company’s new Delaware governing documents and legal framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 19, 2026

NLI Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-640	13-5267260
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


5430 LBJ Freeway, Suite 1700, Dallas, Texas		75240-2620
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(972) 233-1700

NL Industries, Inc.

(Former name or former address, if changed since last report.)



	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

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 Corporation’s state of incorporation from New Jersey to Delaware (the “Reincorporation”). As previously disclosed, the Plan of Merger and transactions contemplated thereby were approved by the shareholders of the Predecessor Corporation at the annual meeting of the shareholders of the Predecessor Corporation held on May 14, 2026.

In connection with the Reincorporation and pursuant to the Plan of Merger, at the Effective Time (as defined below) the Company succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor Corporation existing immediately prior to the Effective Time. The Reincorporation was consummated when the certificates of merger filed with the Secretary of State of the State of Delaware on May 19, 2026 and the Division of Revenue and Enterprise Services of the State of New Jersey on May 19, 2026 became effective on May 26, 2026 (the “Effective Time”).

As a result of the Reincorporation, the Company’s name has changed from NL Industries, Inc., to NLI Holdings, Inc.

This Current Report on Form 8-K is being filed for the purpose of establishing the Company as the successor issuer to the Predecessor Corporation pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(a) under the Exchange Act, the shares of common stock of the Company, as successor issuer, are deemed registered under Section 12(b) of the Exchange Act.

At the Effective Time, pursuant to the Plan of Merger, each outstanding share of common stock, par value $.125 per share, of the Predecessor Corporation (“Predecessor Common Stock”) automatically converted into one share of common stock, par value $.125 per share, of the Company (“Company Common Stock”). Each outstanding certificate representing shares of Predecessor Common Stock automatically represents, without any action of the Predecessor Corporation’s shareholders, the same number of shares of Company Common Stock. The Predecessor Corporation’s shareholders do not need to exchange their stock certificates as a result of the Reincorporation.

Similar to the shares of Predecessor Common Stock prior to the Reincorporation, the shares of Company Common Stock are listed for trading on the New York Stock Exchange under the symbol “NL”.

Effective as of the Effective Date, the Company entered into new indemnification agreements (the “Indemnity Agreements”) with each of its directors and executive officers in order to reflect the Reincorporation and the governing law of Delaware. The Indemnity Agreements provide for indemnification of the directors and executive officers to the fullest extent permitted by law.

The description of the Reincorporation and the Plan of Merger contained in this Item 1.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Plan of Merger filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The description of the Indemnity Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the Indemnity Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is also incorporated herein by reference.

Item 2.01Completion 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 (other than as a result of costs incident to the Reincorporation and Delaware franchise taxes).

The information included under Items 1.01, 2.03, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 2.03

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 information concerning these liabilities and obligations, see generally the Predecessor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which are incorporated herein by reference.

The information included under Item 1.01 of this Current Report on Form 8-K is also incorporated into this Item 2.03 by reference.

Item 3.03Material 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 holders of the Company Common Stock are governed by the Company’s certificate of incorporation (the “Delaware Certificate”) and the Company’s bylaws (the “Bylaws”).

A summary of these differences, as well as certain differences between the DGCL and the NJBCA, are included in the definitive proxy statement filed by the Predecessor Corporation with the Securities and Exchange Commission on March 25, 2026, under “Proposal 3: The Reincorporation Proposal,” which is incorporated herein by reference. These differences include, without limitation, a provision in the Delaware Certificate in which the Company elects not to be governed by the anti-takeover provisions of Section 203 of the DGCL. This summary is qualified in its entirety by reference to the NJBCA, the Predecessor Corporation’s certificate of incorporation and bylaws, the DGCL, the Delaware Certificate and the Bylaws.

The description of the Company Common Stock contained in this Item 3.03 does not purport to be complete and is subject to and qualified in its entirety by reference to the description thereof contained in the “Description of Capital Stock” attached hereto as Exhibit 4.1 and incorporated herein by reference. In addition, the foregoing description of the Company Common Stock is qualified in its entirety by reference to the Delaware Certificate and the Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

The information included under Items 1.01, 2.03 and 5.03 of this Current Report on Form 8-K is also incorporated into this Item 3.03 by reference.

Item 5.02Departure 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 Predecessor Corporation immediately prior to the Effective Time.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.

At the Effective Time, the affairs of the Company ceased to be governed by the NJBCA and the Predecessor Corporation’s certificate of incorporation and bylaws, and instead became governed by the DGCL, the Delaware Certificate and the Bylaws. Copies of the Delaware Certificate and the Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

The information included under Items 1.01 and 3.03 of this Current Report on Form 8-K is also incorporated into this Item 3.03 by reference.

Item 9.01

Financial Statements and Exhibits.

1
(d)	Exhibits

	Item No.	Description

	2.1	Agreement and Plan of Merger

	3.1	Certificate of Incorporation of NLI Holdings, Inc.

	3.2	Bylaws of NLI Holdings, Inc.

	4.1	Description of Capital Stock

	10.1	Form of Indemnification Agreement

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NL INDUSTRIES, INC.
	(Registrant)



Date: May 26, 2026	By: /s/Amy A. Samford
	Amy A. Samford Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

EX-10.1 EX-10.1 84.9 KB