8-K
filed May 26, 2026, 4:16 PM ET
ticker NL
CIK 0000072162
other material
confidence high
sentiment neutral
materiality 0.40
NL INDUSTRIES INC (NL): M&A transaction — NL Industries reincorporates in Delaware as NLI Holdings, effective May 26, 2026
NL INDUSTRIES INC
- Reincorporation merger approved by shareholders on May 14, 2026; became effective May 26, 2026.
- Company name changed to NLI Holdings, Inc.; common stock continues trading on NYSE under ticker 'NL'.
- Each share of NL Industries common stock automatically converted into one share of NLI Holdings common stock; no certificate exchange required.
- Board of directors and officers continue unchanged; new indemnification agreements entered into with directors and executive officers.
- New Delaware certificate of incorporation opts out of DGCL Section 203 anti-takeover provisions.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
NL INDUSTRIES INC issued each outstanding share of common stock, par value $.125 per share, of the Predecessor Corporation (“Predecessor Common Stock”) automatically converted into one of common stock.
- Security
- common stock
- Shares
- each outstanding share of common stock, par value $.125 per share, of the Predecessor Corporation (“Predecessor Common Stock”) automatically converted into one
Exact text from the filing
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”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NL INDUSTRIES INC: Adopted new Delaware bylaws as part of reincorporation from New Jersey to Delaware.
- Change
- bylaw amendment
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
NL INDUSTRIES INC: Adopted new Delaware certificate of incorporation as part of reincorporation from New Jersey to Delaware.
- Change
- charter amendment
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.4
NL INDUSTRIES INC completed a disposition (closed 2026-05-26).
- Action
- disposition
- Closing
- 2026-05-26
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NL INDUSTRIES INC entered into Plan of Merger (effective 2026-05-19).
- Action
- entry
- Agreement
- merger
- Effective
- 2026-05-19
Exact text from the filing
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
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.