NL INDUSTRIES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by Registrant:	☒
Filed by a Party other than the Registrant:	☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

NL INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NL INDUSTRIES, INC.

Three Lincoln Centre

5430 LBJ Freeway

Suite 1700

Dallas, Texas 75240-2620

March 25, 2026

To Our Shareholders:

You are cordially invited to attend the 2026 annual meeting of shareholders of NL Industries, Inc., which will be held on Thursday, May 14, 2026, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620. The matters to be acted upon at the meeting are described in the attached notice of annual meeting of shareholders and proxy statement.

Your vote is particularly important at this annual meeting, as one of the matters to be acted upon at the meeting, the reincorporation of NL Industries into a Delaware corporation, is conditioned on the affirmative vote of 66-2/3% of the outstanding shares not owned by our controlling stockholder, Valhi, Inc. Consequently, a failure to vote your shares will have the same effect as a vote against this proposal.

Whether or not you plan to attend the meeting, please cast your vote as instructed on your notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes. Your vote, whether given by proxy or in person at the meeting, will be held in confidence as provided in our bylaws.


	Sincerely,


	Loretta J. Feehan Chair of the Board


	Courtney J. Riley President and Chief Executive Officer

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NL Industries, Inc.

Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2620

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held May 14, 2026

To the Shareholders of NL Industries, Inc.:

The 2026 annual meeting of shareholders of NL Industries, Inc. will be held on Thursday, May 14, 2026, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620, for the following purposes:

to elect the eight director nominees named in the proxy statement to serve until the 2027 annual meeting of shareholders;

to approve on a nonbinding advisory basis our named executive officer compensation;

to approve the Agreement and Plan of Merger (the “Plan of Merger”) between NL and its wholly owned Delaware subsidiary, NLI Holdings, Inc. (“NL-Delaware”), pursuant to which NL will merge with and into NL-Delaware for the purpose of changing NL’s state of domicile, including the approval of the Certificate of Incorporation of NL-Delaware and the change of NL’s name to NLI Holdings, Inc. (the “Reincorporation Proposal”);

to approve, in connection with the Reincorporation Proposal, the inclusion in the Delaware Certificate of Incorporation of NL-Delaware of a provision opting out of Section 203 of the Delaware General Corporation Law (the “Opt Out Proposal”);

to approve one or more adjournments of the annual meeting to a later date or dates, if necessary, to permit further solicitations of proxies in the event there are not sufficient votes in favor of the Reincorporation Proposal (the “Adjournment Proposal”); and

to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 23, 2026 has been set as the record date for the meeting. Only holders of our common stock at the close of business on the record date are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof. A complete list of shareholders entitled to vote at the meeting will be available for examination during normal business hours by any of our shareholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.

You are cordially invited to attend the meeting. Your vote is particularly important this year in light of the vote required to approve the Reincorporation Proposal. Consequently, whether or not you plan to attend the meeting, please cast your vote by following the instructions on the notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.

	By Order of the Board of Directors,

	Jane R. Grimm, Secretary

Dallas, Texas

March 25, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to Be Held on May 14, 2026.

The proxy statement and annual report to shareholders (including NL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025) are available at www.envisionreports.com/NL.

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	Page
TABLE OF CONTENTS	i
GLOSSARY OF TERMS	iii
GENERAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
CONTROLLING SHAREHOLDER	6
SECURITY OWNERSHIP	6
Ownership of NL	6
Ownership of Related Companies	7
PROPOSAL 1: ELECTION OF DIRECTORS	10
Nominees for Director	10
EXECUTIVE OFFICERS	12
CORPORATE GOVERNANCE	14
Controlled Company Status, Director Independence and Committees	14
2025 Meetings and Standing Committees of the Board of Directors	14
Audit Committee	14
Management Development and Compensation Committee	14
Risk Oversight	15
Identifying and Evaluating Director Nominees	15
Leadership Structure of the Board of Directors and Independent Director Meetings	16
Shareholder Proposals and Director Nominations for the 2027 Annual Meeting of Shareholders	16
Communications with Directors	16
Compensation Committee Interlocks and Insider Participation	17
Code of Business Conduct and Ethics	17
Corporate Governance Guidelines	17
Availability of Corporate Governance Documents	17
Insider Trading Policy	17
Employee, Officer and Director Hedging	17
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS AND OTHER INFORMATION	17
Compensation Discussion and Analysis	17
Compensation Committee Report	20
Summary of Cash and Certain Other Compensation of Executive Officers	21
No Grants of Plan-Based Awards	22
No Outstanding Equity Awards at December 31, 2025	22
No Option Exercises or Stock Vested	22
Pension Benefits	22
Nonqualified Deferred Compensation	22
Pay Ratio Disclosure	22
Director Compensation	23
Pay Versus Performance	25
Compensation Policies and Practices as They Relate to Risk Management	26
Compensation Consultants	27
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	27
CERTAIN RELATIONSHIPS AND TRANSACTIONS	27
Related Party Transaction Policy	27
Relationships with Related Parties	28
Intercorporate Services Agreements	28
Risk Management Program	29
Tax Matters	30
Termination of Pension Plan	31
Related Party Loans for Cash Management Purposes	32
Secured Loan from Valhi	33
Subordinated, Unsecured Term Loan from Contran to Kronos Worldwide	33
IT Data Services Program	34
Office Sublease	34
AUDIT COMMITTEE REPORT	35
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS	36
Independent Registered Public Accounting Firm	36
Fees Paid to PricewaterhouseCoopers LLP	36
Preapproval Policies and Procedures	37

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PROPOSAL 2: NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION	38
Background	38
Say-on-Pay Proposal	38
Effect of the Proposal	38
Vote Required	38
PROPOSAL 3: THE REINCORPORATION PROPOSAL	39
Reasons for the Reincorporation	39
Alternatives Considered and Countervailing Factors	42
NL-Delaware	43
The Plan of Merger	43
Effective Time	43
Certain Effects of the Change in State of Incorporation	43
Certain Changes to the Certificate of Incorporation and Bylaws	44
Comparison of Stockholder Rights Before and After the Reincorporation	45
Interest of NL’s Directors and Executive Officers in the Reincorporation	48
Termination, Abandonment or Amendment of the Plan of Merger	48
Accounting Treatment	49
Certain Federal Income Tax Consequences of Reincorporation	49
Exchange of Stock Certificates	49
Securities Act Consequences	49
Regulatory Approval and Third Party Consents	49
Dissenters Rights	50
Vote Required	50
Board Recommendation	50
PROPOSAL 4: APPROVAL, AS PART OF THE REINCORPORATION, OF A PROVISION IN THE DELAWARE CERTIFICATE OPTING OUT OF DGCL SECTION 203	50
Proposed Provision; Consequences of Shareholder Vote	50
Purpose and Effect of Proposed Article VIII	50
Vote Required	51
PROPOSAL 5: THE ADJOURNMENT PROPOSAL	51
The Adjournment Proposal	51
Vote Required	51
Board Recommendation	51
OTHER MATTERS	52
2025 ANNUAL REPORT ON FORM 10-K	52
SHAREHOLDERS SHARING THE SAME ADDRESS	52
REQUEST COPIES OF THE 2025 ANNUAL REPORT AND THIS PROXY STATEMENT	52
APPENDIX A. PLAN OF MERGER	A-1
APPENDIX B. DELAWARE CERTIFICATE	B-1
APPENDIX C. DELAWARE BYLAWS	C-1

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GLOSSARY OF TERMS

“brokerage firm or other nominee” means a brokerage firm or other nominee such as a banking institution, custodian, trustee or fiduciary (other than our transfer agent, Computershare) through which a shareholder holds its shares of our common stock.

“broker/nominee non-vote” means a non-vote by a brokerage firm or other nominee for shares held for a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client.

“Code” means the Internal Revenue Code of 1986, as amended.

“Computershare” means Computershare Trust Company, N.A., our stock transfer agent and registrar, who will act as inspector of election for the annual meeting of shareholders.

“CompX” means CompX International Inc., our publicly held subsidiary that manufactures security products and recreational marine components.

“Contran” means Contran Corporation, the parent corporation of our consolidated tax group.

“Dixie Rice” means Dixie Rice Agricultural L.L.C., one of our parent companies.

“Family Trust” means the Harold C. Simmons Family Trust No. 2, which was established for the benefit of Lisa K. Simmons, her late sister and their children.

“independent directors” means the following directors: John E. Harper, Kevin B. Kramer, Meredith W. Mendes, Cecil H. Moore, Jr. and R. Gerald Turner, as applicable.

“ISA” means an intercorporate services agreement between Contran and a related company pursuant to which employees of Contran provide certain services, including executive officer services, to such related company on an annual fixed fee basis.

“Kronos Worldwide” means Kronos Worldwide, Inc., a publicly held international manufacturer of titanium dioxide products in which we have a significant investment and that we account for on our financial statements using the equity method.

“named executive officer” means any person named in the 2025 Summary Compensation Table in this proxy statement.

“NL,” “us,” “we” or “our” means NL Industries, Inc.

“NYSE” means the New York Stock Exchange.

“NLKW” means NLKW Holding, LLC, a wholly owned subsidiary of ours.

“PCAOB” means the Public Company Accounting Oversight Board, a private sector, non-profit corporation that oversees auditors of U.S. public companies.

“PwC” means PricewaterhouseCoopers LLP, our independent registered public accounting firm.

“record date” means the close of business on March 23, 2026, the date our board of directors set for the determination of shareholders entitled to notice of and to vote at the 2026 annual meeting of our shareholders.

“RPT Policy” means the NL Industries, Inc. Policy Regarding Related Party Transactions, as amended and restated effective February 24, 2022.

“Say-on-Pay” means the second proposal in this proxy statement for a nonbinding advisory vote for the consideration of our shareholders to approve the compensation of our named executive officers as such proposal is described and as such compensation is disclosed in this proxy statement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“shareholder of record” means a shareholder of our common stock who holds shares in its name in certificate form or electronically with our transfer agent, Computershare.

“Tall Pines” means Tall Pines Insurance Company, an indirect wholly owned captive insurance subsidiary of Valhi.

“Valhi” means Valhi, Inc., our publicly held parent corporation that is a diversified holding company of which Kronos Worldwide is also a subsidiary.

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NL INDUSTRIES, INC.

Three Lincoln Centre

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2620

PROXY STATEMENT

GENERAL INFORMATION

We are providing this proxy statement in connection with the solicitation of proxies by and on behalf of our board of directors for use at our 2026 annual meeting of shareholders to be held on Thursday, May 14, 2026, and at any adjournment or postponement of the meeting. We are furnishing our proxy materials to holders of our common stock as of the close of business on March 23, 2026. We will begin distributing a notice of internet availability of our proxy materials to the holders of our common stock on or about April 1, 2026. Our proxy materials include:

●

the accompanying notice of the 2026 annual meeting of shareholders;

●

this proxy statement;

●

our 2025 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and

●

a proxy card or voting instruction form.

We are not incorporating the 2025 annual report into this proxy statement and you should not consider the annual report as proxy solicitation material. The accompanying notice of annual meeting of shareholders sets forth the time, place and purposes of the meeting. Our principal executive offices are located at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620.

Please refer to the Glossary of Terms on page iii for the definitions of certain terms used in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:	What is the purpose of the annual meeting?

A:	At the annual meeting, shareholders will vote on the following, as described in this proxy statement:

●

Proposal 1 – the election of the eight director nominees named in this proxy statement;

●

Proposal 2 – the adoption of a nonbinding advisory resolution that approves the named executive officer compensation described in this proxy statement (Say-on-Pay);

●

Proposal 3 – the approval of the Agreement and Plan of Merger (the “Plan of Merger”) between NL and its wholly owned Delaware subsidiary, NLI Holdings, Inc. (“NL-Delaware”), pursuant to which NL will merge with and into NL-Delaware for the purpose of changing NL’s state of domicile, including the approval of the Certificate of Incorporation of NL-Delaware and the change of NL’s name to NLI Holdings, Inc. (Reincorporation Proposal);

●

Proposal 4 – the approval, in connection with the Reincorporation Proposal, of the inclusion in the Delaware Certificate of Incorporation of NL-Delaware of a provision opting out of Section 203 of the Delaware General Corporation Law (Opt Out Proposal); and

●

Proposal 5 – the approval of one or more adjournments of the meeting, if necessary, to a later date or dates in order to permit further solicitation of proxies in the event there are not sufficient votes in favor of the Reincorporation Proposal (Adjournment Proposal).

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In addition, shareholders will vote on any other matter that may properly come before the meeting or any adjournment or postponement thereof.

Q:	How does the board recommend that I vote?

A:	The board of directors recommends that you vote FOR:

●

the election of each of the nominees for director named in this proxy statement;

●

the approval and adoption of proposal 2 (Say-on-Pay);

●

approval of the Reincorporation Proposal;

●

approval of the Opt Out Proposal; and

●

approval of the Adjournment Proposal.

Q:	Who is allowed to vote at the annual meeting?

The board of directors has set the close of business on March 23, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or at any adjournment or postponement thereof. Only holders of our common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 48,862,734 shares of our common stock were issued and outstanding. Each share of our common stock entitles its holder to one vote.

Q:	Why did I receive a notice regarding the internet availability of proxy materials instead of paper copies of the proxy materials?

Pursuant to the SEC notice and access rules we furnish proxy materials over the internet to both our shareholders of record and our shareholders who hold our common stock through a brokerage firm or other nominee. We believe that taking advantage of these rules expedites our shareholders’ receipt of proxy materials, while also lowering the costs associated with conducting our annual meeting. You can find instructions on how to access and review the proxy materials, and how to vote over the internet, on the notice of internet availability of proxy materials that you received. The notice also contains instructions on how you can receive a paper copy of this proxy statement, our 2025 Annual Report to Shareholders and a voting instruction form or proxy card.

Q:	How do I vote if I am a shareholder of record?

A:	If you hold shares of our common stock in your name in certificate form or electronically with our transfer agent, Computershare, and not through a brokerage firm or other nominee, you are a shareholder of record. As a shareholder of record, you may:

●

vote over the internet at www.envisionreports.com/NL;

●

vote by telephone using the voting procedures set forth on your proxy card;

●

instruct the agents named on your proxy card how to vote your shares by completing, signing and mailing the proxy card in the envelope provided; or

●

vote in person at the annual meeting.

Q:	What are the consequences if I am a shareholder of record and I execute my proxy card but do not indicate how I would like my shares voted for one or more of the director nominees named in this proxy statement or on proposal 2, proposal 3, proposal 4 or proposal 5?

A:	If you are a shareholder of record the agents named on your proxy card will vote your shares on such uninstructed nominee or proposal as recommended by the board of directors in this proxy statement.

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Q:	How do I vote if my shares are held through a brokerage firm or other nominee?

If you hold your shares through a brokerage firm or other nominee, you must follow the instructions on your notice of internet availability of proxy materials or on your voting instruction form, on how to vote your shares. In order to ensure your brokerage firm or other nominee votes your shares in the manner you would like, you must provide voting instructions to your brokerage firm or other nominee by the deadline provided on your notice of internet availability of proxy materials or voting instruction form.

Brokerage firms or other nominees may not vote your shares on the election of a director nominee or proposal 2 (Say-on-Pay), proposal 3 (Reincorporation Proposal), proposal 4 (Opt Out Proposal) or proposal 5 (Adjournment Proposal) in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your brokerage firm or other nominee regarding the voting of your shares. If you do not instruct your brokerage firm or other nominee how to vote with respect to the election of a director nominee or proposal 2, 3, 4 or 5, your brokerage firm or other nominee may not vote with respect to the election of such director nominee or on proposal 2, 3, 4 or 5, and your vote will be counted as a “broker/nominee non-vote.” “Broker/nominee non-votes” are non-votes by a brokerage firm or other nominee for shares held in a client’s account for which the brokerage firm or other nominee does not have discretionary authority to vote on a particular matter and has not received instructions from the client. How we treat broker/nominee non-votes is separately described in each of the answers below regarding what constitutes a quorum and the requisite votes necessary to elect a director nominee or approve proposal 2, 3, 4 or 5.

Q:	If I hold my shares through a brokerage firm or other nominee, how may I vote in person at the annual meeting?

A:	If you wish to vote in person at the annual meeting, you will need to follow the instructions on your notice of internet availability of proxy materials or voting instruction form on how to obtain the appropriate documents to vote in person at the meeting.

Q:	Who will count the votes?

A:	The board of directors has appointed Computershare to ascertain the number of shares represented, tabulate the vote and serve as inspector of election for the meeting.

Q:	Is my vote confidential?

A:	All proxies, ballots and vote tabulations will be kept confidential in accordance with our by-laws.

Q:	How do I change or revoke my proxy instructions if I am a shareholder of record?

A:	If you are a shareholder of record, you may change or revoke your proxy instructions in any of the following ways:

●

delivering to Computershare a written revocation;

●

submitting another proxy card bearing a later date;

●

changing your vote on www.envisionreports.com/NL;

●

using the telephone voting procedures set forth on your proxy card; or

●

voting in person at the annual meeting.

Q:	How do I change or revoke my voting instructions if my shares are held through a brokerage firm or other nominee?

A:	If your shares are held through a brokerage firm or other nominee, you must follow the instructions from your brokerage firm or other nominee on how to change or revoke your voting instructions or how to vote in person at the annual meeting.

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Q:	What constitutes a quorum?

A:	A quorum is the presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the meeting.

Shares that are voted “abstain” or “withheld” are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.

As already discussed in the previous answer regarding how to vote shares held through a brokerage firm or other nominee, there are no proposals for the 2026 annual meeting that would allow a brokerage firm or nominee to vote uninstructed shares. If a brokerage firm or other nominee receives no instruction for the election of any director nominee and receives no instruction for proposal 2, 3, 4 or 5, such uninstructed shares will be counted as not entitled to vote and are, therefore, not considered for purposes of determining whether a quorum is present at the annual meeting. If a brokerage firm or other nominee receives instructions on the election of at least one director nominee or on at least one of proposal 2, 3, 4 or 5, such instructed shares will be counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the annual meeting.

Valhi directly held approximately 82.7% of the outstanding shares of our common stock as of the record date. Valhi has indicated its intention to have its shares of our common stock represented at the meeting. If Valhi attends the meeting in person or by proxy, the meeting will have a quorum present.

Q:	Assuming a quorum is present, what vote is required to elect a director nominee?

Under applicable state law and our governing documents, a plurality of affirmative votes of the holders of our outstanding shares of common stock represented and entitled to vote at the meeting is necessary to elect each director nominee. Our governing documents do not authorize cumulative voting. Accordingly, the director nominee with the most votes for a particular seat will be elected to that seat. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. There is no “against” option, and votes that are “withheld” or not cast, including broker/nominee non-votes, will not be counted toward that nominee’s achievement of a plurality.

Valhi has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the election of each of the director nominees named in this proxy statement. If Valhi attends the meeting in person or by proxy and votes as indicated, the shareholders will elect all of the nominees named in this proxy statement to the board of directors.

Q:	Assuming a quorum is present, what vote is required to adopt and approve proposal 2 (Say-on-Pay)?

The shareholder resolution contained in this proposal provides that the affirmative vote of a majority of the votes cast at the meeting by holders of shares entitled to vote on the matter will be the requisite vote to adopt the resolution and approve the compensation of our named executive officers as such compensation is disclosed in this proxy statement. Abstentions and broker/nominee non-votes will have no effect on this proposal.

Valhi has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR this nonbinding advisory proposal. If Valhi attends the meeting in person or by proxy and votes as indicated, the shareholders will, by a nonbinding advisory vote, approve this proposal.

Q:	Assuming a quorum is present, what vote is required to adopt and approve proposal 3 (Reincorporation Proposal)?

The approval of the Reincorporation Proposal requires the affirmative vote of (i) a majority of the votes cast at the meeting by holders of shares entitled to vote on the matter (“Basic Vote Condition”), and (ii) the holders of two-thirds of the voting stock of NL not beneficially owned by Valhi. As reflected in the Plan of Merger, our board has made the receipt of the vote described in clause (ii) of the preceding sentence (the “Minority Vote Condition”) a condition to consummation of the merger and reincorporation contemplated by the Reincorporation Proposal, regardless of whether such vote is required by law. On the record date, 48,862,734

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shares of our common stock were issued and outstanding, and 40,387,531 of those were beneficially owned by Valhi.

Valhi has indicated its intention to have its shares of our common stock represented at the meeting and to vote such shares FOR the Reincorporation Proposal. If Valhi attends the meeting in person or by proxy and votes as indicated, the Basic Vote Condition will be satisfied. However, the Minority Vote Condition requires at least 5,650,136 shares not owned by Valhi to vote for the Reincorporation Proposal, in orde

SEC Form DEF 14A filed by NL Industries Inc.