NL Industries Inc 2025年度报告

FORM10-K Securities registered pursuant to Section12(b)of the Act: If the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ If the Registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company oremerging growth company (as defined in Rule12b-2 of the Act). See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐Whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firmthat prepared or issued its audit report.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Whether the Registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ The aggregate market value of the 8.5million shares of voting stock held by nonaffiliates of NL Industries,Inc. as of June30, 2025(the last business day of the Registrant’s most recently-completed second fiscal quarter) approximated $54.2 million.Number of shares of the registrant’s common stock, $.125 par value per share, outstanding on February27, 2026:48,862,734.Documents incorporated by referenceThe information required by PartIII is incorporated by reference from the Registrant’s definitive proxy statement to be filed with the Commission pursuant to Regulation 14A not later than 120days after the end of the fiscalyear covered by this report. The Company NL Industries,Inc. was organized as a New Jersey corporation in 1891. Our common stock tradeson the New York Stock Exchange, or the NYSE, under the symbol NL. References to “NL Industries,”“NL,” the “Company,” the “Registrant,” “we,” “our,” “us” and similar terms mean NL Industries,Inc. andits subsidiaries and affiliate, unless the context otherwise requires. Ourprincipal executive offices are located at Three Lincoln Center,5430 LBJ Freeway,Suite1700, Dallas, TX 75240. Our telephone number is (972)233-1700. We maintain a website atwww.nl-ind.com. Business summary We are primarily a holding company. We operate in the component products industry through ourmajority-ownedsubsidiary,CompX International Inc.(NYSE American:CIX).We operate in thechemicals industry through our noncontrolling interest in Kronos Worldwide,Inc. CompX and Kronos(NYSE: KRO) each file periodic reports with the Securities and Exchange Commission (“SEC”). Organization At December 31, 2025, Valhi,Inc. (NYSE: VHI) held approximately 83% of our outstandingcommon stock and a wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’soutstanding common stock. As discussed in Note1 to our Consolidated Financial Statements, Lisa K.Simmons and a trust established for the benefit of Ms.Simmons and her late sister and their children (the“Family Trust”) may be deemed to control Contran, and therefore may be deemed to indirectly control thewholly-owned subsidiary of Contran, Valhi and us. Forward-looking statements This Annual Report on Form10-K contains forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995, as amended. Statements in this Annual Report that arenot historical facts are forward-looking in nature and represent management’s beliefs and assumptionsbased on currently available information. In some cases, you can identify forward-looking statements bythe use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expects” orcomparable terminology, or by discussions of strategies or trends. Although we believe the expectationsreflected in such forward-looking statements are reasonable, we do not know i