NL INDUSTRIES INC 8-K

What Happened

• NL Industries, Inc. (the Predecessor Corporation) and its Delaware subsidiary NLI Holdings, Inc. entered into an Agreement and Plan of Merger (dated May 19, 2026) to merge the New Jersey parent into the Delaware subsidiary to change the company’s state of incorporation. Shareholders approved the transaction May 14, 2026, and the merger became effective May 26, 2026.
• At the Effective Time the surviving company changed its name to NLI Holdings, Inc., succeeded to the Predecessor’s assets and liabilities by operation of law, and continues to trade on the New York Stock Exchange under the ticker “NL.”

Key Details

• Effective Date: May 26, 2026 (certificates of merger filed May 19, 2026; effective May 26, 2026).
• Stock conversion: each outstanding Predecessor common share (par $0.125) converted automatically into one share of Company common stock (par $0.125); shareholders do not need to exchange certificates.
• Legal/registration effects: the filing establishes the Company as the successor issuer under Rule 12g-3; Company Common Stock is deemed registered under Section 12(b) of the Exchange Act.
• Governance and liability changes: the company is now governed by Delaware law (DGCL), a new Delaware Certificate and Bylaws (exhibits attached), new indemnification agreements were adopted for directors/officers, and the Delaware Certificate elects not to be governed by DGCL Section 203 (an anti-takeover provision).

Why It Matters

• For shareholders: your shares remain listed and trade under “NL” with a 1-for-1 conversion—no action or certificate exchange is required. The company is the legal successor and has assumed all prior liabilities (see the company’s 2025 Form 10-K and 2026 Q1 Form 10-Q for details on obligations).
• For corporate governance and potential M&A: changing to Delaware law and opting out of DGCL Section 203 can change shareholder rights and takeover protections versus New Jersey law; investors should review the proxy (filed March 25, 2026) and the new Certificate and Bylaws to understand specific differences.
• Operational impact: the company says there is no change to headquarters, management, business operations, facilities, assets or net worth aside from transaction costs and Delaware franchise taxes.