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)

~~November~~February 626, ~~2025~~2026

NL Industries, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

1-640

13-5267260

(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 TradingSymbol(s) Name of each exchange on which registered Common stock NL New York Stock Exchange

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 2.02Results of Operations and Financial Condition.

~~The~~Item registrant hereby furnishes the information set forth in its press release entitled “NL Reports Third Quarter 2025 Results” issued on November 6, 2025, a copy of which is attached hereto as Exhibit 997.101 ~~and~~Regulation ~~incorporated~~FD ~~herein by reference~~Disclosure.

The registrant hereby furnishes the information set forth in its press release ~~the~~issued ~~registrant~~on ~~furnishes~~February 26, 2026, a copy of which is attached as Exhibit 99.1 toand ~~this~~incorporated ~~current~~herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

Item 9.01Financial Statements and Exhibits.


(d)	Exhibits

	Item No.	Description

	99.1	Press release dated February 26, 2026 issued by the registrant.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


(d)	Exhibits

	Item No.	Description

	99.1	Press release dated November 6, 2025 entitled “NL Reports Third Quarter 2025 Results” and issued by the registrant.

	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.


	NL INDUSTRIES, INC.
	(Registrant)



Date: November 6, 2025	By: /s/Amy A. Samford
Date: February 26, 2026	By: /s/Amy A. Samford
	Amy A. Samford ~~Executive Vice President and Chief Financial Officer~~
	Executive Vice President and Chief Financial Officer

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