Kronos debt agreements referenced by Valhi, Inc. (NYSE: VHI)

Rhea-AI Filing Summary

Valhi, Inc. filed a Form 8-K to report information by reference to a separate filing made by its affiliate, Kronos Worldwide, Inc. The company states that the information disclosed by Kronos Worldwide under Items 1.01 and 2.03 of its Form 8-K dated September 15, 2025 is incorporated into Valhi’s report.

Exhibits listed include a Third Supplemental Indenture dated September 15, 2025 among Kronos International, Inc., certain guarantors, and Deutsche Bank Trust Company Americas, and an Additional Notes Priority Joinder Agreement dated the same day with Deutsche Bank Trust Company Americas as trustee and collateral agent. These documents, which relate to Kronos Worldwide’s debt arrangements, are incorporated by reference rather than reproduced in full.

Valhi, Inc.0000059255false00000592552025-09-152025-09-15

​

​

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)

September 15, 2025

VALHI, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-5467	87-0110150
(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

(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	​	VHI	​	NYSE

​

​

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.

​

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.

​

Item 9.01 Financial Statements and Exhibits.

​

1		​	​
(d)	Exhibits	​	​
​	​	​	​
​	Item No.	​	Description
​	​	​	​
​	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
​	​	​	​
​	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
​	​	​	​
​	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.

​

3
​	Valhi, Inc.
​	(Registrant)
​	​
​	​
​	By:	/s/ Amy A. Samford
Date: September 15, 2025		Amy A. Samford Executive Vice President and Chief Financial Officer

​

​

​

​

​

​

​

FAQ

What did Valhi, Inc. (VHI) report in this Form 8-K?

Valhi, Inc. reported that it is incorporating by reference the information disclosed by its affiliate Kronos Worldwide, Inc. under Items 1.01 and 2.03 of Kronos Worldwide’s Form 8-K dated September 15, 2025.

How is Kronos Worldwide, Inc. related to Valhi, Inc. (VHI)?

The filing describes Kronos Worldwide, Inc. as an affiliate of Valhi, Inc., and Valhi incorporates Kronos Worldwide’s Form 8-K disclosures into its own report.

What key agreements are referenced in Valhi’s 8-K?

The 8-K lists as exhibits 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 dated the same day.

Why are the Kronos Worldwide agreements important to Valhi (VHI)?

Because Kronos Worldwide is an affiliate, Valhi incorporates the debt-related disclosures and agreements from Kronos Worldwide’s Form 8-K so that they are formally part of Valhi’s own public reporting.

Who is the trustee mentioned in the referenced debt documents?

The exhibits identify Deutsche Bank Trust Company Americas as trustee, collateral agent, paying agent, transfer agent and registrar in the Third Supplemental Indenture, and as trustee and collateral agent in the Additional Notes Priority Joinder Agreement.

Who signed the Form 8-K for Valhi, Inc. (VHI)?

The Form 8-K was signed on behalf of Valhi, Inc. by Amy A. Samford, who is identified as Executive Vice President and Chief Financial Officer, dated September 15, 2025.