secwatch / observer

NL INDUSTRIES INC — fact timeline

Source-grounded facts extracted from NL INDUSTRIES INC's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

NL NL INDUSTRIES INC JSON
Equity Issuances

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.

“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”).”
Material Agreements

NL INDUSTRIES INC entered into Plan of Merger (effective 2026-05-19).

“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”
Governance Changes

NL INDUSTRIES INC: Adopted new Delaware bylaws as part of reincorporation from New Jersey to Delaware.

“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.”
Governance Changes

NL INDUSTRIES INC: Adopted new Delaware certificate of incorporation as part of reincorporation from New Jersey to Delaware.

“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.”
M&A Transactions

NL INDUSTRIES INC completed a disposition (closed 2026-05-26).

“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.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Adjournment Proposal at the 2026-05-14 meeting.

“For Against Abstained Broker Non-Votes 46,327,847 166,856 9,225 0”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Opt Out Proposal at the 2026-05-14 meeting.

“For Against Abstained Broker Non-Votes 46,446,223 43,704 14,101 0”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Reincorporation Proposal at the 2026-05-14 meeting.

“For Against Abstained Broker Non-Votes 46,457,955 36,434 9,639 0”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation at the 2026-05-14 meeting.

“The registrant’s shareholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2026 proxy statement.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Election of Directors at the 2026-05-14 meeting.

“Each director nominee received votes “For” his or her election from at least 89.1% of the shares eligible to vote at the annual meeting.”
Earnings Releases

NL INDUSTRIES INC reported first quarter of 2026 results: net income $4.3 million, EPS $.09 per share.

“NL Industries, Inc. (NYSE: NL) today reported net income attributable to NL stockholders of $4.3 million, or $.09 per share, in the first quarter of 2026”
Earnings Releases

NL INDUSTRIES INC reported the full year of 2025 results: net income a net loss attributable to NL stockholders of $37.8 million, EPS $.77 per share.

“For the full year of 2025, NL reported a net loss attributable to NL stockholders of $37.8 million, or $.77 per share, compared to net income attributable to NL stockholders of $67.2 million, or $1.38 per share for the full year of 2024.”
Earnings Releases

NL INDUSTRIES INC reported the fourth quarter of 2025 results: net income a net loss attributable to NL stockholders of $31.0 million, EPS $.63 per share.

“NL INDUSTRIES, INC. (NYSE: NL) today reported a net loss attributable to NL stockholders of $31.0 million, or $.63 per share, in the fourth quarter of 2025 compared to net income attributable to NL stockholders of $16.5 million, or $.34 per share, in the fourth quarter of 2024.”

Dr. R. Gerald Turner was elected as Director at NL INDUSTRIES INC.

“Effective May 15, 2025, the registrant’s board of directors increased the size of the board from seven to eight and elected Dr. R. Gerald Turner to fill the newly created vacancy”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation at the 2024-05-16 meeting.

“Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation ​ The registrant’s shareholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2024 proxy statement. The resolution received the approval from 87.9% of the shares eligible to vote at the annual meeting.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Election of Directors at the 2024-05-16 meeting.

“Proposal 1: Election of Director s ​ The registrant’s shareholders elected Ms. Loretta J. Feehan, Mr. John E. Harper, Mr. Kevin B. Kramer, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Ms. Courtney J. Riley and Mr. Michael S. Simmons as directors. Each director nominee received votes “For” his or her election from at least 89.0% of the shares eligible to vote at the annual meeting.”
Earnings Releases

NL INDUSTRIES INC reported the first quarter of 2024 results: net income $6.8 million, EPS $.14 per share.

“NL Industries, Inc. (NYSE: NL) today reported net income attributable to NL stockholders of $6.8 million, or $.14 per share, in the first quarter of 2024 compared to a net loss attributable to NL stockholders of $6.7 million, or $.14 per share, in the first quarter of 2023.”
Earnings Releases

NL INDUSTRIES INC reported the full year of 2023 results: revenue $161.3 million, net income net loss attributable to NL stockholders of $2.3 million, EPS $.05 per share.

“to the change in value of marketable equity securities. ​ Net sales were $43.2 million for the fourth quarter of 2023 compared to $40.0 million in the fourth quarter of 2022 and $161.3 million for the year ended December 31, 2023 compared to $166.6 million for the full year of 2022. Net sales increased in the fourth quarter of 2023 compared to the same period in 2022”
Earnings Releases

NL INDUSTRIES INC reported the fourth quarter of 2023 results: revenue $43.2 million, net income net income attributable to NL stockholders of $7.6 million, EPS $.16 per share.

“results include an unrealized loss of $8.1 million in each of the full years of 2022 and 2023 related to the change in value of marketable equity securities. ​ Net sales were $43.2 million for the fourth quarter of 2023 compared to $40.0 million in the fourth quarter of 2022 and $161.3 million for the year ended December 31, 2023 compared to $166.6 million for the”
Earnings Releases

NL INDUSTRIES INC reported first nine months of 2023 results: net income net loss attributable to NL stockholders of $9.9 million, or $.20 per share, EPS $.20 per share.

“For the first nine months of 2023, NL reported a net loss attributable to NL stockholders of $9.9 million, or $.20 per share”
Earnings Releases

NL INDUSTRIES INC reported third quarter of 2023 results: net income $.1 million, or nil per share, EPS nil per share.

“NL Industries, Inc. (NYSE: NL) today reported a net loss attributable to NL stockholders of $.1 million, or nil per share, in the third quarter of 2023”

Kevin B. Kramer was elected as Director at NL INDUSTRIES INC.

“Effective October 26, 2023, the registrant’s board of directors increased the size of the board from seven to eight and elected Kevin B. Kramer to fill the newly created vacancy, to serve as a director until his successor is elected and qualified or his earlier resignation, removal or death.”
Governance Changes

NL INDUSTRIES INC: Amended and restated by-laws effective October 26, 2023, enhancing procedural mechanics for shareholder nominations and proposals, adjusting advance notice window, clarifying special meeting procedures, authorizing remote meetings, adding voting standard references, and making clerical updates (effective 2023-10-26).

“At its meeting on October 26, 2023, the registrant’s board of directors amended and restated the registrant’s by-laws effective October 26, 2023, to make changes as described below.”
Earnings Releases

NL INDUSTRIES INC reported second quarter of 2022 results: revenue $41.6 million, net income net income attributable to NL stockholders of $30.2 million, EPS $.62 per share.

“marketable equity securities compared to a $19.9 million unrealized gain in the first six months of 2022. Net sales were $36.6 million for the second quarter of 2023 compared to $41.6 million in the second quarter of 2022 and $77.8 million for the six months of 2023, compared to $83.7 million for the same prior year period. The decrease in sales for both periods is”
Earnings Releases

NL INDUSTRIES INC reported second quarter of 2023 results: revenue $36.6 million, net income net loss attributable to NL stockholders of $3.1 million, EPS $.06 per share.

“six months of 2023 related to the change in value of marketable equity securities compared to a $19.9 million unrealized gain in the first six months of 2022. Net sales were $36.6 million for the second quarter of 2023 compared to $41.6 million in the second quarter of 2022 and $77.8 million for the six months of 2023, compared to $83.7 million for the same prior”
Shareholder Votes

NL INDUSTRIES INC shareholders approved 2023 Non-Employee Director Stock Plan at the 2023-05-18 meeting.

“The registrant’s shareholders approved the NL Industries, Inc. 2023 Non-Employee Director Stock Plan.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes at the 2023-05-18 meeting.

“An annual vote on such named executive officer compensation received the vote of 90.2% of the shares eligible to vote at the annual meeting.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation at the 2023-05-18 meeting.

“The registrant’s shareholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2023 proxy statement.”
Shareholder Votes

NL INDUSTRIES INC shareholders approved Election of Directors at the 2023-05-18 meeting.

“The registrant’s shareholders elected Ms. Loretta J. Feehan, Mr. John E. Harper, Ms. Meredith W. Mendes, Mr. Cecil H. Moore, Jr., Ms. Courtney J. Riley, Mr. Michael S. Simmons and Gen. Thomas P. Stafford (ret.) as directors.”
Earnings Releases

NL INDUSTRIES INC reported first quarter of 2023 results: net income a net loss attributable to NL stockholders of $6.7 million, or $.14 per share, in the first quarter of 2023 compared to, EPS $.14.

“NL Industries, Inc. (NYSE: NL) today reported a net loss attributable to NL stockholders of $6.7 million, or $.14 per share, in the first quarter of 2023 compared to net income attributable to NL stockholders of $18.6 million, or $.38 per share, in the first quarter of 2022.”
Earnings Releases

NL INDUSTRIES INC reported full year of 2022 results: revenue $166.6 million, net income net income attributable to NL stockholders of $33.8 million, EPS $.69 per share.

“compared to a $16.2 million unrealized gain in 2021. Net sales were $40.0 million for the fourth quarter of 2022 compared to $34.1 million in the fourth quarter of 2021 and $166.6 million for the year ended December 31, 2022, compared to $140.8 million for the full year of 2021. The increase in sales for both periods is due to higher Marine Components sales,”
Earnings Releases

NL INDUSTRIES INC reported the fourth quarter of 2022 results: revenue $40.0 million, net income net loss attributable to NL stockholders of $6.1 million, EPS $.13 per share.

“Net sales were $40.0 million for the fourth quarter of 2022 compared to $34.1 million in the fourth quarter of 2021”
Governance Changes

NL INDUSTRIES INC: The Registrant's board of directors adopted amendments to the Code of Business Conduct and Ethics, including adding an introductory paragraph, expanding the Sustainability section into an ESG section, updating waiver provisions, and making other wording changes (effective 2023-02-23).

“On February 23, 2023, the registrant’s board of directors adopted and approved certain amendments to the registrant’s Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the “Code”). ​ The Code was revised and updated to add an introductory paragraph to the Principles section, to expand the former Sustainability section into an Environmental Social and Governance (ESG) section, to update the provisions regarding waivers, and to make other various wording changes.”

R. Colin Gouveia resigned as member of the board of directors at NL INDUSTRIES INC.

“on December 13, 2022, R. Colin Gouveia resigned as a member of the board of directors of the registrant.”

Michael S. Simmons was appointed as vice chairman of the board at NL INDUSTRIES INC.

“the registrant's board of directors took action to elect Michael S. Simmons as a director and vice chairman of the board of the registrant, effective as of January 1, 2023.”

Robert D. Graham retired as vice chairman of the board at NL INDUSTRIES INC.

“On December 12, 2022, Robert D. Graham, vice chairman of the board of the registrant, provided notice to the registrant of his retirement, effective as of December 31, 2022, as a director and vice chairman of the board of the registrant.”
Debt Financings

NL INDUSTRIES INC amended revolving credit of $50 million with NL maturing December 31, 2030.

“reported by the registrant, on November 14, 2016: ​ ● NLKW Holding, LLC (“NLKW”), a wholly owned subsidiary of NL Industries, Inc. (“NL” or the registrant), entered into a $50 million revolving credit facility (the “Valhi Credit Facility”) with Valhi, Inc., NL’s publicly-held parent corporation (“Valhi”), pursuant to which NLKW can borrow up to $50 million”
Debt Financings

NL INDUSTRIES INC amended revolving credit of $50 million with Valhi, Inc. maturing December 31, 2030.

“reported by the registrant, on November 14, 2016: ​ ● NLKW Holding, LLC (“NLKW”), a wholly owned subsidiary of NL Industries, Inc. (“NL” or the registrant), entered into a $50 million revolving credit facility (the “Valhi Credit Facility”) with Valhi, Inc., NL’s publicly-held parent corporation (“Valhi”), pursuant to which NLKW can borrow up to $50 million”
Earnings Releases

NL INDUSTRIES INC reported first nine months of 2022 results: revenue $126.6 million, net income net income attributable to NL stockholders of $39.9 million, EPS $.82 per share.

“million unrealized gain in the first nine months of 2021. Net sales were $42.9 million for the third quarter of 2022 compared to $34.5 million in the third quarter of 2021 and $126.6 million for the nine months ended September 30, 2022, compared to $106.7 million for the same prior year period. The increase in sales for both periods is due to higher Marine Components”
Earnings Releases

NL INDUSTRIES INC reported third quarter of 2022 results: revenue $42.9 million, net income net loss attributable to NL stockholders of $8.9 million, EPS $.18 per share.

“nine months of 2022 related to the change in value of marketable equity securities compared to a $9.7 million unrealized gain in the first nine months of 2021. Net sales were $42.9 million for the third quarter of 2022 compared to $34.5 million in the third quarter of 2021 and $126.6 million for the nine months ended September 30, 2022, compared to $106.7 million”

Courtney J. Riley was elected as Director at NL INDUSTRIES INC.

“Effective May 19, 2022, the registrant’s board of directors increased the size of the board from six to eight and elected R. Colin Gouveia and Courtney J. Riley to fill the newly created vacancies, with each to serve as a director until his or her successor is elected and qualified or his or her earlier resignation, removal or death.”

R. Colin Gouveia was elected as Director at NL INDUSTRIES INC.

“Effective May 19, 2022, the registrant’s board of directors increased the size of the board from six to eight and elected R. Colin Gouveia and Courtney J. Riley to fill the newly created vacancies, with each to serve as a director until his or her successor is elected and qualified or his or her earlier resignation, removal or death.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.