NYSE0000072162falseNL Industries, Inc.00000721622024-07-302024-07-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)

July 30, 2024

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NL Industries, Inc.

(Exact name of registrant as specified in its charter)

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New Jersey

1-640

13-5267260

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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5430 LBJ Freeway, Suite 1700, Dallas, Texas

75240-2620

(Address of principal executive offices)

(Zip Code)

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Registrant’s telephone number, including area code

(972) 233-1700

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(Former name or former address, if changed since last report.)

 

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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):

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

  

Trading

Symbol(s)

  

Name of each exchange on which registered

Common stock

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NL

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New York Stock Exchange

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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.  ☐

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Item 1.01Entry into a Material Definitive Agreement.

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Item 2.03

Creation of a Direct Financial Obligation of an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information disclosed by Kronos Worldwide, Inc., a Delaware corporation and an affiliate of the registrant (“Kronos Worldwide”), under Items 1.01 and 2.03 of the Current Report on Form 8-K dated July 30, 2024 that Kronos Worldwide (File No. 1-31763) filed with the U.S. Securities and Exchange Commission on July 30, 2024 is hereby incorporated herein by reference.

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Item 9.01

Financial Statements and Exhibits.

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1

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(d)

Exhibits

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Item No.

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Description

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10.1

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Supplemental Indenture No. 1, dated as of July 30, 2024, by and among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 30, 2024

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10.2

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Additional Notes Priority Joinder Agreement dated July 30, 2024, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent – incorporated by reference to Exhibit 10.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 30, 2024

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104

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

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SIGNATURE

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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.

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NL INDUSTRIES, INC.

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(Registrant)

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Date: July 30, 2024

By: /s/Amy A. Samford

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Executive Vice President and
   Chief Financial Officer

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Document and Entity Information
Jul. 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 30, 2024
Entity Registrant Name NL Industries, Inc.
Entity Incorporation, State or Country Code NJ
Entity File Number 1-640
Entity Tax Identification Number 13-5267260
Entity Address, Address Line One 5430 LBJ Freeway
Entity Address, Adress Line Two Suite 1700
Entity Address, City or Town Dallas
Entity Address State Or Province TX
Entity Address, Postal Zip Code 75240-2620
City Area Code 972
Local Phone Number 233-1700
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Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000072162
Title of 12(b) Security Common stock
Trading Symbol NL
Security Exchange Name NYSE
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Document Information
Jul. 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment false
CIK 0000072162
Registrant Name NL Industries, Inc.
Period End Date Jul. 30, 2024
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