NL Industries (NYSE: NL) files 8-K on Kronos indenture and notes

Rhea-AI Filing Summary

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.

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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

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Date of Report (Date of earliest event reported)

September 15, 2025

NL Industries, Inc.

(Exact name of registrant as specified in its charter)

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New Jersey	1-640	13-5267260
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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5430 LBJ Freeway, Suite 1700, Dallas, Texas		75240-2620
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code

(972) 233-1700

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

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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):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common stock	​	NL	​	New York Stock Exchange

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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.  ☐

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Item 1.01 Entry into a Material Definitive Agreement.

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

The information disclosed by Kronos Worldwide, Inc., a Delaware corporation and an affiliate of the registrant (“Kronos Worldwide”), under Items 1.01 and 2.03 of the Current Report on Form 8-K dated September 15, 2025 that Kronos Worldwide (File No. 1-31763) filed with the U.S. Securities and Exchange Commission on September 15, 2025 is hereby incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

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(d)	Exhibits	​	​
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​	Item No.	​	Description
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​	10.1	​	Third Supplemental Indenture dated as of September 15, 2025, by and among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed September 15, 2025
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​	10.2	​	Additional Notes Priority Joinder Agreement dated September 15, 2025, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent – incorporated by reference to Exhibit 10.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed September 15, 2025
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​	104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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​	NL INDUSTRIES, INC.
​	(Registrant)
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Date: September 15, 2025	By: /s/Amy A. Samford
​	Amy A. Samford Executive Vice President and     Chief Financial Officer

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FAQ

What did NL Industries (NL) disclose in this 8-K filing?

NL Industries filed an 8-K mainly to incorporate by reference information from an 8-K filed by its affiliate, Kronos Worldwide, Inc. The report also lists related indenture and notes agreement exhibits tied to Kronos entities and Deutsche Bank Trust Company Americas.

How is Kronos Worldwide related to NL Industries (NL) in this filing?

Kronos Worldwide, Inc. is described as an affiliate of NL Industries, Inc. NL’s 8-K incorporates by reference Kronos Worldwide’s disclosures under Items 1.01 and 2.03 from its own September 15, 2025 filing with the U.S. Securities and Exchange Commission.

Which key exhibits are included with NL Industries’ 8-K for NL?

The filing lists a Third Supplemental Indenture dated September 15, 2025 as Exhibit 10.1, and an Additional Notes Priority Joinder Agreement dated September 15, 2025 as Exhibit 10.2. Both are incorporated by reference from Kronos Worldwide, Inc.’s separate filing.

Who are the main counterparties named in NL Industries’ listed exhibits?

The exhibits reference Kronos International, Inc. and the guarantors named in the supplemental indenture, with Deutsche Bank Trust Company Americas acting as trustee, collateral agent, paying agent, transfer agent and registrar in both the Third Supplemental Indenture and the Additional Notes Priority Joinder Agreement.

Does NL Industries’ 8-K describe the terms of the indenture or notes agreement?

The 8-K itself does not describe detailed terms; it states that the related information is incorporated by reference from Kronos Worldwide, Inc.’s 8-K. Investors must review that Kronos Worldwide filing and its Exhibits 10.1 and 10.2 for specific contractual provisions.