VALHI, INC.

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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

VALHI, 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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VALHI, INC.

Three Lincoln Centre

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2620

April 1, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders of Valhi, Inc., which will be held on Thursday, May 21, 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 stockholders and proxy statement.

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 by the inspector of election as provided in our bylaws.

Sincerely,

Loretta J. Feehan

Chair of the Board

Michael S. Simmons

Vice Chairman of the Board,

President and Chief Executive Officer

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VALHI, INC.

Three Lincoln Centre

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2620

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 21, 2026

To the Stockholders of Valhi, Inc.:

The 2026 annual meeting of stockholders of Valhi, Inc. will be held on Thursday, May 21, 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 seven director nominees named in the proxy statement to serve until the 2027 annual meeting of stockholders;

to approve, on a nonbinding advisory basis, our named executive officer compensation; 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 24, 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. A complete list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any of our stockholders, 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. 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

April 1, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to Be Held on May 21, 2026.

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

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TABLE OF CONTENTS


		Page
TABLE OF CONTENTS		i
GLOSSARY OF TERMS		ii
GENERAL INFORMATION		1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
CONTROLLING STOCKHOLDER		5
SECURITY OWNERSHIP		5
Ownership of Valhi		5
Ownership of Related Companies		6
PROPOSAL 1: ELECTION OF DIRECTORS		8
Nominees for Director		8
EXECUTIVE OFFICERS		10
CORPORATE GOVERNANCE		12
Controlled Company Status, Director Independence and Committees		12
2025 Meetings and Standing Committees of the Board of Directors		12
Audit Committee		12
Management Development and Compensation Committee		12
Risk Oversight		13
Identifying and Evaluating Director Nominees		13
Leadership Structure of the Board of Directors and Independent Director Meetings		14
Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders		14
Communications with Directors		14
Compensation Committee Interlocks and Insider Participation		15
Code of Business Conduct and Ethics		15
Corporate Governance Guidelines		15
Availability of Corporate Governance Documents		15
Insider Trading Policy		15
Employee, Officer and Director Hedging		15
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS AND OTHER INFORMATION		16
Compensation Discussion and Analysis		16
Compensation Committee Report		18
Summary of Cash and Certain Other Compensation of Executive Officers		19
No Grants of Plan-Based Awards		20
No Outstanding Equity Awards at December 31, 2025		20
No Option Exercises or Stock Vested		20
Pension Benefits		20
Nonqualified Deferred Compensation		21
Pay Ratio Disclosure		21
Director Compensation		21
Pay Versus Performance		23
Compensation Policies and Practices as They Relate to Risk Management		24
Compensation Consultants		25
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		25
CERTAIN RELATIONSHIPS AND TRANSACTIONS		25
Related Party Transaction Policy		25
Relationships with Related Parties		26
Intercorporate Services Agreements		26
Risk Management Program		27
Tax Matters		28
Related Party Loans for Cash Management Purposes		29
Subordinated, Unsecured Term Loan from Contran to Kronos Worldwide		30
IT Data Services Program		31
Guarantees Provided by Valhi to Affiliates and Related Items		31
Office Sublease		31
AUDIT COMMITTEE REPORT		32
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM MATTERS		33
Independent Registered Public Accounting Firm		33
Fees Paid to PricewaterhouseCoopers LLP		33
Preapproval Policies and Procedures		34
PROPOSAL 2: NONBINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION		35
Background		35
Say-on-Pay Proposal		35
Effect of the Proposal		35
Vote Required		35
OTHER MATTERS		36
2025 ANNUAL REPORT ON FORM 10-K		36
STOCKHOLDERS SHARING THE SAME ADDRESS		36
REQUEST COPIES OF THE 2025 ANNUAL REPORT AND THIS PROXY STATEMENT		36

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GLOSSARY OF TERMS

“BMI” means Basic Management, Inc., a land management company that is a subsidiary of Tremont.

“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 stockholder 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 stockholders.

“CompX” means CompX International Inc., one of our publicly held subsidiaries 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 and her late sister and their children.

“independent directors” means the following directors: Thomas E. Barry, Terri L. Herrington, W. Hayden McIlroy, Gina A. Norris and Mary A. Tidlund, 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., one of our publicly held subsidiaries that is an international manufacturer of titanium dioxide products.

“LandWell” means The LandWell Company L.P., a real estate development company that is a subsidiary of Tremont.

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

“NL” means NL Industries, Inc., one of our publicly held subsidiaries that is a diversified holding company (i) of which CompX is a subsidiary and (ii) that holds a significant investment in Kronos Worldwide.

“NLKW” means NLKW Holding, LLC, a wholly owned subsidiary of NL, which holds a significant equity interest in Kronos Worldwide.

“NYSE” means the New York Stock Exchange.

“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 24, 2026, the date our board of directors set for the determination of stockholders entitled to notice of and to vote at the 2026 annual meeting of our stockholders.

“RPT Policy” means the Valhi, Inc. Policy Regarding Related Party Transactions, as amended and restated effective March 3, 2022.

“Say-on-Pay” means the second proposal in this proxy statement for a nonbinding advisory vote for the consideration of our stockholders 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.

“stockholder of record” means a stockholder 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 ours.

“Tremont” means Tremont LLC, one of our wholly owned subsidiaries.

“Valhi,” “us,” “we” or “our” means Valhi, Inc.

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VALHI, 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 stockholders to be held on Thursday, May 21, 2026, and at any adjournment or postponement of the meeting. Holders of our common stock as of the close of business on March 24, 2026, are entitled to receive notice of and the right to vote at the annual meeting. We will begin distributing a notice of internet availability of our proxy materials to the holders of our common stock on or about April 8, 2026. Our proxy materials include:

●

the accompanying notice of the 2026 annual meeting of stockholders;

●

this proxy statement;

●

our 2025 Annual Report to Stockholders, 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 stockholders 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 ii 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, stockholders will vote on the following, as described in this proxy statement:

●

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

●

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

In addition, stockholders will vote on any other matter that may properly come before the meeting.

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; and

●

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

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

The board of directors has set the close of business on March 24, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting. 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, 28,302,293 shares of our common stock were issued and outstanding for voting purposes. 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 stockholders of record and our stockholders who hold our common stock through a brokerage firm or other nominee. We believe that taking advantage of these rules expedites our stockholders’ 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 Stockholders and a voting instruction form or proxy card.

Q:	How do I vote if I am a stockholder 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 stockholder of record. As a stockholder of record, you may:

●

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

●

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 stockholder 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 proposal 2 (Say-on-Pay)?

A:	If you are a stockholder 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.

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 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, your brokerage firm or other nominee may not vote with respect to the election of such director nominee or on proposal 2 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

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each of the answers below regarding what constitutes a quorum and the requisite votes necessary to elect a director nominee or approve proposal 2.

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:	Yes. All proxy cards, ballots or voting instructions will be kept confidential in accordance with our bylaws.

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

A:	If you are a stockholder 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/VHI;

●

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.

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 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, 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 proposal 2, 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.

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Dixie Rice directly held approximately 91.4% of the outstanding shares of our common stock as of the record date. Dixie Rice has indicated its intention to have its shares of our common stock represented at the meeting. If Dixie Rice 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 seven candidates receiving the highest number of affirmative votes at the annual meeting will be elected as directors. 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.

Dixie Rice 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 Dixie Rice attends the meeting in person or by proxy and votes as indicated, the stockholders 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 stockholder resolution contained in this proposal provides that the nonbinding affirmative vote of the holders of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject 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 will be counted as represented and entitled to vote and will therefore have the effect of a negative vote. Broker/nominee non-votes will not be counted as entitled to vote and will have no effect on this proposal.

Dixie Rice 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 Dixie Rice attends the meeting in person or by proxy and votes as indicated, the stockholders will, by a nonbinding advisory vote, approve this proposal.

Q:	Assuming a quorum is present, what vote is required to approve any other matter to come before the meeting?

Except as applicable laws may otherwise provide, the approval of any other matter that may properly come before the meeting will require the affirmative votes of the holders of the majority of the outstanding shares represented and entitled to vote at the meeting. Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.

Q:	If I am a stockholder of record, how will the agents named on my proxy card vote on any other matter to come before the meeting?

A:	If you are a stockholder of record and to the extent allowed by applicable law, the agents named on your proxy card will vote in their discretion on any other matter that may properly come before the meeting.

Q:	Who will pay for the cost of soliciting the proxies?

We will pay all expenses related to the solicitation, including charges for preparing, printing, assembling and distributing all materials delivered to stockholders. In addition to the solicitation by mail, our directors, officers and regular employees may solicit proxies by telephone or in person for which such persons will receive no additional compensation. Upon request, we will reimburse brokerage firms or other nominees for their reasonable out-of-pocket expenses incurred in distributing proxy materials and voting instruction forms to the beneficial owners of our common stock that hold such stock in accounts with such entities.

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CONTROLLING STOCKHOLDER

Dixie Rice is the direct holder of approximately 91.4% of the outstanding shares of our common stock as of the record date. Dixie Rice 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 and FOR proposal 2. If Dixie Rice attends the meeting in person or by proxy and votes as indicated, the meeting will have a quorum present and the stockholders will elect all of the nominees named in this proxy statement to the board of directors and approve proposal 2.

SECURITY OWNERSHIP

Ownership of Valhi. The following table and footnotes set forth as of the record date the beneficial ownership, as defined by regulations of the SEC, of our common stock held by each individual, entity or group known to us to own beneficially more than 5% of the outstanding shares of our common stock, each of our directors, each of the named executive officers (which include one former officer), and all of our current directors and executive officers as a group. See footnotes 3 and 4 below for information concerning the relationships of certain individuals and entities that may be deemed to own indirectly and beneficially more than 5% of the outstanding shares of our common stock. All information is taken from or based upon ownership filings made by such individuals or entities with the SEC or upon information provided by such individuals or entities.


	Valhi Common Stock (1)
	Amount and Nature of		Percent of
Name of Beneficial Owner	Beneficial Ownership		Class (2)

5% Stockholders

Harold C. Simmons Family Trust No. 2	25,862,190	(3)(4)	91.4	%
Lisa K. Simmons	25,862,190	(3)(4)	91.4	%

Directors and Named Executive Officers

Thomas E. Barry	11,532	(5)	*
Loretta J. Feehan	7,491	(5)	*
Terri L. Herrington	6,908	(5)	*
W. Hayden McIlroy	9,449	(5)(6)	*
Gina A. Norris	2,300	(5)	*
Michael S. Simmons	-0-	(5)	-0-
Mary A. Tidlund	7,241	(5)	*

Andrew B. Nace	-0-	(5)	-0-
Amy A. Samford	1,000	(5)	*
John A. Sunny	-0-	(5)	-0-
Courtney J. Riley	-0-	(5)	-0-

Current directors and executive officers as a group (17 persons)	48,671	(5)	*

*	Less than 1%.

(1)

Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted, the listed entities, individuals or group have sole investment power and sole voting power as to all shares set forth opposite their names. Except as noted in footnote 4 to this table, the business address for each listed person or entity is Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620.

(2)

The percentages set forth above and in the following footnotes are based on 28,302,293 shares of our common stock outstanding for voting purposes as of the record date. NL (including a wholly owned subsidiary of NL) and Kronos Worldwide own 1,197,746 shares and 143,743 shares, respectively, of our common stock. Since NL and Kronos Worldwide are majority owned subsidiaries of ours, pursuant to Delaware law we treat the

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shares of our common stock that NL and Kronos Worldwide own as treasury stock for voting purposes. Pursuant to Section 13(d)(4) of the Securities Exchange Act, such shares are not deemed outstanding for the purposes of calculating the percentage ownership of the outstanding shares of our common stock as of the record date in this proxy statement.

(3)	The shares reported in this table for the Family Trust and Ms. Simmons consist of the 25,862,190 shares of our common stock held directly by Dixie Rice. See footnote 4 to this table, below.

(4)	The following is a description of certain related entities or persons that may be deemed to beneficially own outstanding shares of our common stock.

A majority of Contran’s outstanding voting stock is held directly by Ms. Simmons and by family stockholders (Thomas C. Connelly (the husband of Ms. Simmons’ late sister), a family-owned entity and various family trusts established for the benefit of Ms. Simmons, Mr. Connelly and their children) who are required to vote their shares of Contran voting stock in the same manner as Ms. Simmons. Such voting rights are personal to Ms. Simmons and last through April 22, 2030. The remainder of Contran’s outstanding voting stock is held by the Family Trust, for which Tolleson Private Bank, a third party financial institution, serves as trustee (the “Trustee”). Ms. Simmons can appoint qualifying successor trustees of the Family Trust if the Trustee resigns or otherwise decides not to serve as trustee. The business address of the Family Trust (and the Trustee) is 5550 Preston Road, Suite B, Dallas, Texas 75205.

Ms. Simmons serves as chair of the board of directors of Contran, and two other members of Contran management also serve on the board of directors of Contran.

Contran is the holder of the sole membership interest of Dixie Rice and may be deemed to control Dixie Rice.

Ms. Simmons and the Family Trust are related to Valhi, which directly holds 82.7% of the outstanding shares of NL common stock.

Ms. Simmons and the Family Trust are related to the following entities that directly hold the following percentages of the outstanding shares of Kronos Worldwide common stock:


Valhi	50.4	%
NLKW	30.6	%
Contran	Less than 1	%

By virtue of the stock ownership of each of Kronos Worldwide, NL, Valhi, Dixie Rice and Contran, Ms. Simmons being a beneficiary of the Family Trust, the direct holdings of Contran voting stock by Ms. Simmons, the voting rights conferred to Ms. Simmons by a stockholders agreement relating to Contran stock, Ms. Simmons’ position as chair of the Contran board, and the Family Trust’s ownership of Contran voting stock, in each case as described above:

●

Ms. Simmons and the Family Trust (and the Trustee, in its capacity as trustee of the Family Trust) may be deemed to control each of Contran, Dixie Rice, NL, Kronos Worldwide, CompX and us; and

●

Ms. Simmons, the Family Trust (and the Trustee, in its capacity as trustee of the Family Trust), Contran, Dixie Rice, NL and Kronos Worldwide and we may be deemed to possess indirect beneficial ownership of shares of common stock directly held by such entities, including any shares of our common stock.

Ms. Simmons disclaims beneficial ownership of all shares of our common stock except to the extent of her pecuniary interest in such shares, if any. The Family Trust (and the Trustee) disclaims beneficial ownership of all shares of our common stock except to the extent of its pecuniary interest in such shares, if any.

(5)	Each of our directors or executive officers disclaims beneficial ownership of any shares of our common stock, except to the extent he or she has a pecuniary interest in such shares, if any.

(6)	A family partnership of which Mr. McIlroy is a general partner holds 9,283 of these shares.

We understand that Contran and related entities or persons may consider acquiring or disposing of shares of our common stock through open market or privately negotiated transactions, depending upon future developments, including, but not limited to, the availability and alternative uses of funds, the performance of our common stock in the market, an assessment of our business and prospects, financial and stock market conditions and other factors deemed relevant by such entities. We may similarly consider acquisitions of shares of our common stock and acquisitions or dispositions of securities issued by related entities.

Ownership of Related Companies. Some of our directors and executive officers own equity securities of certain companies related to us.

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Ownership of Kronos Worldwide and NL. The following table and footnotes set forth the beneficial ownership, as of the record date, of the shares of Kronos Worldwide and NL common stock held by each of our directors, each of the named executive officers, and all of our current directors and executive officers as a group. All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons.


	Kronos Worldwide Common Stock			NL Common Stock
	Amount and Nature		Percent of	Amount and Nature		Percent of
	of Beneficial		Class	of Beneficial		Class
Name of Beneficial Owner	Ownership (1)		(1)(2)	Ownership (1)		(1)(3)

Thomas E. Barry	-0-	(4)	-0-	-0-	(4)	-0-
Loretta J. Feehan	21,250	(4)	*	35,050	(4)	*
Terri L. Herrington	-0-	(4)	-0-	-0-	(4)	-0-
W. Hayden McIlroy	-0-	(4)	-0-	-0-	(4)	-0-
Gina A. Norris	-0-	(4)	-0-	-0-	(4)	-0-
Michael S. Simmons	5,000	(4)	*	-0-	(4)	-0-
Mary A. Tidlund	-0-	(4)	-0-	-0-	(4)	-0-

Andrew B. Nace	19,453	(4)	*	-0-	(4)	-0-
Amy A. Samford	5,000	(4)	*	2,000	(4)	*
John A. Sunny	-0-	(4)	-0-	-0-	(4)	-0-
Courtney J. Riley	-0-	(4)	-0-	-0-	(4)	-0-

Current directors and executive officers as a group (17 persons)	78,703	(4)	*	38,300	(4)	*

*	Less than 1%.

(1)

(2)	The percentages are based on 115,053,116 of Kronos Worldwide common stock outstanding as of the record date.

(3)	The percentages are based on 48,862,734 shares of NL common stock outstanding as of the record date.

(4)	Each of our directors or executive officers disclaims beneficial ownership of any shares of Kronos Worldwide or NL common stock, except to the extent he or she has a pecuniary interest in such shares, if any.

Ownership of CompX. The following table and footnotes set forth the beneficial ownership, as of the record date, of the CompX class A common stock held by each of our directors, each of the named executive officers, and all of our current directors and executive officers as a group. All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons.

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	CompX Class A Common Stock
	Amount and Nature of		Percent of
Name of Beneficial Owner	Beneficial Ownership (1)		Class (1)

Thomas E. Barry	10,400	(2)	*
Loretta J. Feehan	11,700	(2)	*
Terri L. Herrington	8,400	(2)	*
W. Hayden McIlroy	-0-	(2)	-0-
Gina A. Norris	1,550	(2)	*
Michael S. Simmons	-0-	(2)	-0-
Mary A. Tidlund	6,400	(2)	*

Andrew B. Nace	2,807	(2)	*
Amy A. Samford	1,000	(2)	*
John A. Sunny	-0-	(2)	-0-
Courtney J. Riley	-0-	(2)	-0-

Current directors and executive officers as a group (17 persons)	44,507	(2)	*

*	Less than 1%.

(1)

Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act, and is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted, the listed individuals or group have sole investment power and sole voting power as to all shares set forth opposite their names. The percentages are based on 12,323,057 shares of CompX class A common stock outstanding as of the record date. NL directly holds approximately 87.3% of the outstanding shares of CompX class A common stock.

(2)	Each of our directors or executive officers disclaims beneficial ownership of any shares of CompX class A common stock, except to the extent he or she has a pecuniary interest in such shares, if any.

PROPOSAL 1

ELECTION OF DIRECTORS

Our bylaws provide that the board of directors shall consist of one or more members as determined by our board of directors or stockholders. Our board of directors has currently set the number of directors at seven and recommends the seven director nominees named in this proxy statement for election at our 2026 annual stockholder meeting. The directors elected at the meeting will hold office until our 2027 annual stockholder meeting and until their successors are duly elected and qualified or their earlier removal or resignation.

All of the nominees are currently members of our board of directors whose terms will expire at the 2026 annual meeting. All of the nominees have agreed to serve if elected. If any nominee is unable to serve or for good cause will not serve as a director at the time of the annual meeting, the proxy holders may vote your shares for any alternate nominee selected by the board of directors, unless you withhold authority to vote for such unavailable nominee. The board of directors believes that all of its nominees will be available for election at the meeting and will serve if elected.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR.

Nominees for Director. All of our nominees have extensive senior management and policy-making experience or significant accounting experience. We believe all of our nominees are knowledgeable about our businesses. Each of our independent directors is financially literate. The board of directors considered each nominee’s specific business experiences described in the biographical information provided below in determining whether to nominate him or her for election as a director.

Thomas E. Barry, age 82, has served on our board of directors since 2000. Dr. Barry has held the position of professor of marketing in the Edwin L. Cox School of Business at Southern Methodist University since 1970, with emeritus status beginning in 2017. He also served the university as vice president for executive affairs from 1995 to

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2015. He has served as a director of CompX and a member of its audit and management development and compensation committees since prior to 2021(including serving as chairman of its audit committee from 2019 until December 2025). He is a member of our audit and management development and compensation committees, and served as chairman of our audit committee from 2016 until December 2025.

Dr. Barry has over 25 years of experience on our board of directors, audit committee and management development and compensation committee. He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a large, non-profit, private educational institution and from a former publicly held corporation affiliated with us, which was publicly held at the time he served as one of its directors.

Loretta J. Feehan, age 70, has served as chair of the board (non-executive) of us, CompX, Kronos Worldwide and NL since 2017, and as a director of each such company since 2014. She is a certified public accountant who consults on financial and tax matters. Prior to forming her own practice, she served as a tax partner with Deloitte and Touche LLP serving primarily corporate clients. Ms. Feehan also taught continuing education courses from 2002 to 2016 to tax practitioners around the country for Accountant’s Education Services. She has been a financial advisor to Lisa K. Simmons since prior to 2021.

Ms. Feehan has 12 years of experience as a director of us, CompX, Kronos Worldwide and NL. She also has over 48 years of financial and tax accounting and auditing experience, certain years of which were as a partner of one the largest international accounting firms.

Terri L. Herrington, age 70, has served on our board of directors since 2018. Ms. Herrington is a private investor. She retired from International Paper Company, a worldwide producer of fiber-based packaging, pulp and paper, at the end of 2016. Ms. Herrington worked for International Paper for nine years, including as their vice president finance beginning in 2011, and before that as their consumer packaging vice president finance and strategy and as their vice president internal audit. Prior to joining International Paper, Ms. Herrington spent over 25 years with BP p.l.c. (and the former Amoco Corporation), a global producer of oil and gas, where she held a variety of finance and commercial positions, lastly as their global Director of Audit for Finance and Financial Control. Ms. Herrington has served as a director and on the audit committee of CompX since prior to 2021 and on its management development and compensation committee since 2024 (including serving as chair of its audit committee since December 2025). She is chair of our audit committee and our management development and compensation committee.

Ms. Herrington has eight years of experience on the boards of directors and audit committees of Valhi and CompX. She also has senior executive, operating, corporate governance, finance, and financial accounting oversight experience from two publicly traded companies for which she formerly served.

W. Hayden McIlroy, age 86, has served on our board of directors since 2003. He is a private investor, primarily in real estate. From 1975 to 1986, Mr. McIlroy was the owner and chief executive officer of McIlroy Bank and Trust in Fayetteville, Arkansas. He also founded other businesses, primarily in the food and agricultural industries. Mr. McIlroy is a member of our audit and management development and compensation committees.

Mr. McIlroy has over 22 years of experience on our board of directors, audit committee and management development and compensation committee. He also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a privately held bank and other privately held entities for which he formerly served.

Gina A. Norris, age 67, has served on our board of directors since 2023. Ms. Norris has been an independent director of Sammons Financial Group, a private employee-owned company, since January 2025, and serves on the boards of its member companies Midland National Life Insurance Company and North American Company for Life and Health Insurance. She also has served as a director of the State Fair of Texas, a private nonprofit, since 2009 and was its board chair from 2019 to 2022. She served as an independent director of Encore Wire Corporation, a publicly traded manufacturer of wire products, from 2020 until its sale in 2024, and also served on its audit and sustainability committees (both as chair) and compensation and nominating and corporate governance committees. From 2016 to 2023, Ms. Norris served as an independent director of Texas Security Bank, a private bank holding company. From 2013 until her retirement in 2025, she served as senior vice president of Matthews Southwest, a private real estate development company in Dallas, Texas. From 2010 to 2012, Ms. Norris was president of Stratford Lending, an affiliate of Stratford Land, a private real estate investment fund in Dallas. From 2000 to 2010, she was a managing director at Crow

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Holdings, a private investment company based in Dallas, where she was responsible for investments in industrial manufacturing and real estate operating businesses in the U.S. and Europe. From 1982 to 2000, Ms. Norris was a corporate banker at First Chicago and Bank One. She is a CFA charterholder. She has served on the board of directors and audit committee of CompX since 2023. She is a member of our audit committee.

Ms. Norris has two years of experience on our board of directors and audit committee, and on the board of directors and audit committee of CompX. She has senior executive, operating, corporate governance, finance, and financial accounting oversight experience from other publicly and privately held entities for which she currently serves or formerly served, including in her roles with portfolio companies.

Michael S. Simmons, age 54, has served as our vice chairman of the board and chief executive officer since 2023, and on our board of directors and as our president since 2022. He previously served as our senior vice president, finance from 2021 to 2022 and as our vice president and chief accounting officer from 2019 to 2021. He currently serves as vice chairman of the board of Kronos Worldwide, NL and CompX and as president and chief executive officer of Contran. He has served as a director of CompX since 2022 and as a director of Kronos Worldwide, NL and Contran since 2023. Mr. Simmons has served in various accounting and financial positions (including officer positions) in various companies related to us and Contran since 2018. From 1994 to 2018, Mr. Simmons was employed by PwC, most recently as a managing director. Mr. Simmons is not related to Lisa K. Simmons, who may be deemed to control Valhi.

Mr. Simmons has extensive experience with our business. He also has senior executive, operating, corporate governance, finance, financial accounting and auditing experience with us, from one of the largest independent international public accounting firms, and from other publicly and privately held entities related to us for which he currently serves or formerly served.

Mary A. Tidlund, age 69, has served on our board of directors since 2016, and she previously served on our board of directors from 2014 to 2015. Ms. Tidlund is a private investor. From 1998 to 2017, she served as the president of The Mary A. Tidlund Charitable Foundation, a charitable organization that designed and funded sustainable development projects around the world. From 1989 to 1995, she served as president and chief executive officer of Williston Wildcatters Oil Corporation, a former publicly traded oil exploration and service company. Ms. Tidlund has served as a director and on the audit committee of CompX since prior to 2021. She is a member of our audit committee.

Ms. Tidlund has 11 years of experience on our board of directors and audit committee, and nine years of experience on the board of directors and audit committee of CompX. She also has senior executive, operating, corporate governance, finance and financial accounting oversight experience from a publicly traded oil exploration and service company for which she formerly served.

EXECUTIVE OFFICERS

Set forth below is certain information relating to our executive officers. Each executive officer serves at the pleasure of the board of directors. Biographical information with respect to Michael S. Simmons is set forth under the Nominees for Director subsection above.


Name	Age	Position(s)

Michael S. Simmons	54	Vice Chairman of the Board, President and Chief Executive Officer
Kristin B. McCoy	53	Executive Vice President, Tax
Andrew B. Nace	61	Executive Vice President and General Counsel
Amy Allbach Samford	51	Executive Vice President and Chief Financial Officer
John A. Sunny	63	Executive Vice President and Chief Information Officer
Erica A. Austin	35	Senior Vice President, Human Resources
Bryan A. Hanley	45	Senior Vice President and Treasurer
Jane R. Grimm	55	Vice President and Secretary
Edward R. Moore	38	Vice President and Controller
Bart W. Reichert	55	Vice President, Internal Audit
Darci B. Scott	51	Vice President, Tax

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Kristin B. McCoy has served as our executive vice president, tax since 2022. She previously served as our senior vice president, tax from 2021 to 2022 and as our vice president, tax from 2020 to 2021. She currently serves as executive vice president, global tax of Kronos Worldwide and as executive vice president, tax of NL, CompX and Contran. Ms. McCoy has served in various tax accounting positions with various companies related to us and Contran since 2003.

Andrew B. Nace has served as our executive vice president since 2017 and as our general counsel since 2013. He previously served as our secretary from 2017 to 2019, as our senior vice president from 2015 to 2017, and as our vice president from 2013 to 2015. He currently serves as executive vice president of CompX, NL and Kronos Worldwide, and as executive vice president and general counsel of Contran. He has served as a director of Contran since 2023. Mr. Nace has served as legal counsel (including officer positions) to companies related to us and Contran since 2003.

Amy Allbach Samford has served as our executive vice president since 2022 and as our chief financial officer since 2021. She previously served as our senior vice president from 2021 to 2022 and as our vice president and controller from 2016 to 2021. She currently serves as executive vice president and chief financial officer of NL, CompX and Contran and as executive vice president, finance of Kronos Worldwide. Ms. Samford has served in various accounting and financial positions (including officer positions) in various companies related to us and Contran since 2006.

John A. Sunny has served as our executive vice president and chief information officer since 2022. He previously served as our senior vice president, information technology from 2020 to 2022 and as our vice president, information technology from 2015 to 2020. He currently serves as executive vice president and chief information officer of Kronos Worldwide and NL, as executive vice president of CompX, and as Contran’s senior vice president and chief information officer. Mr. Sunny has served in information technology positions (including officer positions) with various companies related to us and Contran since 2003.

Erica A. Austin has served as our senior vice president, human resources since May 2025. She currently serves as senior vice president, human resources of Kronos Worldwide and Contran and as senior vice president, employee benefits of NL and CompX. Ms. Austin has served in human resources positions with various companies related to us and Contran since 2017.

Bryan A. Hanley has served as our senior vice president since 2022 and as our treasurer since 2017. He previously served as our vice president from 2017 to 2022. He currently serves as senior vice president and treasurer of CompX, Kronos Worldwide and NL and as Contran’s vice president and treasurer.

Jane R. Grimm has served as our vice president and secretary since 2019. She currently serves as vice president, general counsel and secretary of CompX and as vice president and secretary of Contran. Ms. Grimm has served in legal positions (including officer positions) with various companies related to us and Contran since 2010.

Edward R. Moore has served as our vice president and controller since January 2026. From 2024 to January 2026, he served as director of reporting and control for us, Kronos, NL, CompX and Contran. From 2011 to 2024, Mr. Moore was employed by PwC, most recently as an assurance director.

Bart W. Reichert has served as our vice president, internal audit since 2021. He has also served as vice president, internal audit for CompX, Kronos Worldwide and NL since 2021. From 1994 to 2021, Mr. Reichert was employed by PwC, most recently as a managing director.

Darci B. Scott has served as our vice president, tax since 2023 and previously served as our vice president, tax - financial reporting from 2020 to 2023. She currently serves as vice president, tax of NL and CompX. Ms. Scott has served in various tax accounting positions with various companies related to us and Contran since 2006.

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CORPORATE GOVERNANCE

Controlled Company Status, Director Independence and Committees. Because of Dixie Rice’s ownership of approximately 91.4% of the outstanding shares of our common stock, we are considered a controlled company under the listing standards of the NYSE. Pursuant to the listing standards, a controlled company may choose not to have a majority of independent directors, independent compensation, nominations or corporate governance committees or charters for these committees. While we currently have a majority of independent directors, we have chosen not to have an independent nominations or corporate governance committee or charters for these committees. Our board of directors believes that the full board of directors best represents the interests of all of our stockholders and that it is appropriate for all matters that would otherwise be considered by a nominations, corporate governance or risk oversight committee to be considered and acted upon by the full board of directors. Applying the NYSE director independence standards without any additional categorical standards, our board of directors has determined that Thomas E. Barry, Terri L. Herrington, W. Hayden McIlroy, Gina A. Norris and Mary A. Tidlund are independent and have no material relationship with us other than serving as our directors. While the members of our management development and compensation committee currently satisfy the independence requirements of the NYSE, we have chosen not to satisfy all of the NYSE corporate governance standards for a compensation committee, including not having a charter for our management development and compensation committee.

2025 Meetings and Standing Committees of the Board of Directors. The board of directors held four meetings and took action by written consent on one occasion in 2025. Each of our incumbent directors attended at least 90% of the board meetings and meetings of the committees on which he or she served that were held while he or she was in office during 2025. It is expected that each director nominee will attend our 2026 annual meeting of stockholders, which is held immediately before the annual meeting of the board of directors. All of our directors who were elected at our 2025 annual stockholder meeting attended such meeting.

The board of directors has established and delegated authority to two standing committees, which are described below. The board of directors is expected to elect the members of the standing committees at the board of directors annual meeting immediately following the annual stockholder meeting. The board of directors has previously established, and from time to time may establish, other committees to assist it in the discharge of its responsibilities.

Audit Committee. Our audit committee assists with the board of directors’ oversight responsibilities relating to our financial accounting and reporting processes and auditing processes, and to our management of risk. The purpose, authority, resources and responsibilities of our audit committee are more specifically set forth in its charter. Applying the requirements of the NYSE corporate governance standards (without additional categorical standards) and SEC regulations, as applicable, the board of directors has previously determined that:

●

each member of our audit committee is independent, financially literate and has no material relationship with us other than serving as our director; and

●

Terri L. Herrington and Gina A. Norris each is an “audit committee financial expert.”

No member of our audit committee serves on more than three public company audit committees. For further information on the role of our audit committee, see the Audit Committee Report in this proxy statement. The current members of our audit committee are Terri L. Herrington (chair), Thomas E. Barry, W. Hayden McIlroy, Gina A. Norris and Mary A. Tidlund. Our audit committee held five meetings in 2025.

Management Development and Compensation Committee. The principal responsibilities of our management development and compensation committee are:

●

to recommend to the board of directors whether or not to approve any proposed charge to us or any of our privately held subsidiaries pursuant to an ISA with a related party;

●

to review, approve, administer and grant awards under our director stock plan; and

●

to review and administer such other compensation matters as the board of directors may direct from time to time.

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As discussed above, the board of directors has determined that each member of our management development and compensation committee is independent by applying the NYSE director independence standards (without additional categorical standards). The management development and compensation committee may delegate to its members or our officers any or all of its authority as it may choose subject to certain limitations of Delaware law on what duties directors may delegate. The committee has not exercised this right of delegation. With respect to the role of our executive officers in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this proxy statement. With respect to director cash compensation, our executive officers make recommendations on such compensation directly to our board of directors for its consideration without involving the management development and compensation committee. The current members of our management development and compensation committee are Terri L. Herrington (chair), Thomas E. Barry, and W. Hayden McIlroy. Our management development and compensation committee held one meeting in 2025.

Risk Oversight. Our board of directors oversees the actions we take in managing our material risks. Our management is responsible for our day-to-day management of risk. The board’s oversight of our material risks is undertaken through, among other things, various reports and assessments that management presents to the board and the related board discussions. The board has delegated some of its primary risk oversight to our audit committee and management development and compensation committee.

Our audit committee oversees risks associated with financial and accounting matters, including our financial reporting and internal control systems. The committee annually receives management’s report and assessment on the risk of fraud, and also periodically receives reports from our independent registered public accounting firm regarding, among other things, financial risks and the risk of fraud. In addition, the audit committee has responsibility for facilitating the board’s process of oversight of our overall risk management approach, and in that regard the committee annually receives management’s report on identification and assessment of our material business risks and management’s approach for providing periodic updates to the board and applicable committees.

Our management development and compensation committee receives management’s assessments on the likelihood that our compensation policies and practices could have a material adverse effect on us, as more fully described in the Compensation Policies and Practices as They Relate to Risk Management section of this proxy statement.

The audit committee and management development and compensation committee report to the board of directors about their meetings. We believe the leadership structure of the board of directors is appropriate for our risk oversight.

Identifying and Evaluating Director Nominees. Historically, our management has recommended director nominees to the board of directors. As stated in our corporate governance guidelines:

●

our board of directors has no specific minimum qualifications for director nominees;

●

each nominee should possess the necessary business background, skills and expertise at the policy-making level and a willingness to devote the required time to the duties and responsibilities of membership on the board of directors; and

●

the board of directors believes that experience as our director is a valuable asset and that directors who have served on the board for an extended period of time are able to provide important insight into our current and future operations.

In identifying, evaluating and determining our director nominees, the board of directors follows such corporate governance guidelines. The board also considers the nominee’s ability to satisfy the need, if any, for required expertise on the board of directors or one of its committees. While we do not have any policy regarding the diversity of our nominees, the board does consider diversity in the background, skills and expertise at the policy making level of our director nominees, and as a result our board believes our director nominees possess a diverse range of senior management experience that aids the board in fulfilling its responsibilities. The board of directors believes its procedures for identifying and evaluating director nominees are appropriate for a controlled company under the NYSE corporate governance standards.

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Leadership Structure of the Board of Directors and Independent Director Meetings. Loretta J. Feehan serves as our chair of the board (non-executive), and Michael S. Simmons serves as our vice chairman of the board, president and chief executive officer. The board of directors believes our current leadership structure is appropriate for a controlled company under the NYSE corporate governance guidelines. While there is no single organizational structure that is ideal in all circumstances, the board of directors believes that having different individuals serve as our chair of the board (non-executive) and as our chief executive officer reflects the established working relationship for these positions regarding our businesses and provides an appropriate breadth of experience and perspective that effectively facilitates the formulation of our long-term strategic direction and business plans. In addition, the board of directors believes that since Ms. Feehan is a representative of Contran, her service as our chair of the board (non-executive) is beneficial in providing strategic leadership for us since there is a commonality of interest that is closely aligned in building long-term stockholder value for all of our stockholders. We have in the past, and may in the future, have a leadership structure in which the same individual serves as our chairman of the board and as our chief executive officer. In those instances, the individual has been, or would be expected to be, an employee or representative of Contran.

Pursuant to our corporate governance guidelines, our non-management directors (who are not executive officers of Valhi) are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without management participation. Our independent directors also meet at least once annually, without the participation of our other directors who are not independent. We are not required to have a lead independent director under the NYSE corporate governance standards. While we do not have a lead independent director, the chairman of our audit committee presides at all of the meetings of our non-management and independent directors. In 2025, we complied with the NYSE requirements for meetings of our independent and non-management directors.

Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders. Under the rules of the SEC, in order to be considered for inclusion in next year’s proxy statement, a stockholder proposal must be received by us no later than December 8, 2026. The notice should be in writing and must comply with the proxy rules of the SEC. If the date of our 2027 annual stockholders meeting changes by more than 30 days from May 21, 2027 (the anniversary of this year’s annual meeting), then the deadline will be a reasonable time before the printing and mailing of our proxy materials in accordance with applicable SEC rules.

Our advance notice bylaw provisions require that any stockholder proposal or director nomination to be presented from the floor of our 2027 annual meeting must be received by our corporate secretary not later than the 120th day nor earlier than the 150th day prior to May 21, 2027 (the first anniversary of this year’s annual meeting). If the date of our 2027 annual meeting is more than 30 days before or after May 21, 2027, stockholder proposals must be delivered no later than the 10th day following the date that notice of the date or our annual meeting is mailed or the public disclosure of the date for such annual meeting, whichever is earlier. Any stockholder proposal must be, under law, an appropriate subject for stockholder action to be brought before the meeting. In addition, in order to present a stockholder proposal or nominate a director at our 2027 annual meeting, the stockholder must satisfy certain other requirements, including information requirements, set forth in our amended and restated bylaws. Stockholder proposals and director nominations should be directed to Valhi, Inc., c/o Corporate Secretary, Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620.

In addition to satisfying the foregoing requirements under our amended and restated bylaws, stockholders who intend to solicit proxies in support of director nominees other than Valhi’s nominees must provide us with the notice required under Rule 14a-19 under the Securities Exchange Act by the deadline for nominations under the advance notice provisions of our bylaws (that is, in most cases no later than January 21, 2027) and comply with the other requirements of that rule.

Communications with Directors. Stockholders and other interested parties who wish to communicate with the board of directors or its non-management or independent directors may do so through the following procedures. Such communications not involving complaints or concerns regarding accounting, internal accounting controls and auditing matters related to us may be sent to the attention of our corporate secretary at Valhi, Inc., Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620. Provided that any such communication relates to our business or affairs and is within the function of our board of directors or its committees, and does not relate to insignificant or inappropriate matters, such communication, or a summary of such communication, will be forwarded to the chairman of our audit committee, who also serves as the presiding director of our non-management and independent director meetings.

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Complaints or concerns regarding accounting, internal accounting controls and auditing matters, which may be made anonymously, should be sent to the attention of our general counsel with a copy to our chief financial officer at the same address as our corporate secretary. These complaints or concerns will be forwarded to the chairman of our audit committee. We will investigate and keep these complaints or concerns confidential and anonymous, to the extent feasible, subject to applicable law. Information contained in such a complaint or concern may be summarized, abstracted and aggregated for purposes of analysis and investigation.

Compensation Committee Interlocks and Insider Participation. During 2025, Thomas E. Barry, W. Hayden McIlroy and Terri L. Herrington served on the management development and compensation committee. No member of the committee:

●

was an officer or employee of ours during 2025 or any prior year;

●

had any related party relationships with us that requires disclosure under applicable SEC rules; or

●

had any interlock relationships under applicable SEC rules.

For 2025, no executive officer of ours had any interlock relationships within the scope of the intent of applicable SEC rules. However, during 2025 Michael S. Simmons was an executive officer of ours and on the board of directors of Contran when concurrently also serving as one of our directors.

Code of Business Conduct and Ethics. We have adopted a code of business conduct and ethics. The code applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. Only the board of directors may amend the code. Only our audit committee or other committee of the board of directors with specifically delegated authority may grant a waiver of this code. We intend to disclose changes to or waivers from the code by posting to our website at www.valhi.net (under the corporate governance section) if disclosure is required by SEC or NYSE rules.

Corporate Governance Guidelines. We have adopted corporate governance guidelines to assist the board of directors in exercising its responsibilities. Among other things, the corporate governance guidelines provide for director qualifications, for independence standards and responsibilities, for approval procedures for ISAs and that our audit committee chairman preside at all meetings of the non-management or independent directors.

Availability of Corporate Governance Documents. A copy of each of our audit committee charter, code of business conduct and ethics and corporate governance guidelines is available on our website at www.valhi.net under the corporate governance section.

Insider Trading Policy. We have adopted an insider trading policy governing the purchase, sale, and other transactions involving our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to Valhi’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

Employee, Officer and Director Hedging. We have not adopted any policies or practices regarding hedging of our equity securities by our employees (including officers) or directors. However, our employees (including officers) and directors must comply with our insider trading policy, which applies to hedging transactions involving our securities as it does to transactions in our securities generally.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
AND OTHER INFORMATION

Compensation Discussion and Analysis. This compensation discussion and analysis describes the key principles and factors underlying our executive compensation policies for our named executive officers. In each of the last three years, all of our named executive officers were employed by Contran and provided their services to us pursuant to our ISA with Contran. Such individuals also provided services to CompX, Kronos Worldwide and NL under Contran’s ISAs with those companies.

As defined in the Glossary of Terms at the beginning of this proxy statement, the phrase “named executive officers” refers to the five persons whose compensation is summarized in the 2025 Summary Compensation Table in this proxy statement. Such phrase is not intended to refer, and does not refer, to all of our executive officers.

Nonbinding Advisory Stockholder Vote on Executive Officer Compensation. For the 2025 annual meeting of stockholders, we submitted a nonbinding advisory proposal recommending the stockholders adopt a resolution approving the compensation of our named executive officers as disclosed in the 2025 proxy statement. At the annual meeting, the resolution received the affirmative vote of 93.8% of the shares of our common stock eligible to vote at the annual meeting. We considered the favorable result and determined not to make any material changes to our compensation practices.

Intercorporate Services Agreements. We pay Contran a fee for services provided by Contran to us pursuant to our ISA with Contran, which fee was approved by our independent directors after receiving the recommendation of our management development and compensation committee and the concurrence of our chief financial officer. Such services provided under this ISA included the services of our named executive officers, all of which as noted above were employed by Contran, and as a result a portion of the aggregate ISA fee we paid to Contran was paid for services provided to us by our named executive officers. The nature of the duties of each of our named executive officers is consistent with the duties normally associated with the officer titles and positions such officer holds with us. Pursuant to Contran’s ISAs with CompX, Kronos Worldwide and NL, those companies also paid a fee to Contran for, among other things, the services our named executive officers provided to those companies, which fees were approved by the independent directors of those companies.

The charges under these ISAs reimburse Contran for its cost of employing the personnel who provide the services by allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year. The amount of the fee we paid for each year under these ISAs for a person who provided services to us represents, in management’s view, the reasonable equivalent of “compensation” for such services. See the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement for the aggregate amount we paid to Contran in 2025 under these ISAs. Under the various ISAs among Contran and its subsidiaries and affiliates, we share the cost of the employment of our named executive officers with Contran and certain of its publicly and privately held subsidiaries. For our named executive officers, the portion of the annual charge we paid for each of the last three years to Contran, as applicable, under these ISAs attributable to each of their services is set forth in the 2025 Summary Compensation Table in this proxy statement. As discussed further below, the amounts charged under the ISAs are dependent upon Contran’s cost of employing or engaging the personnel who provide the services to us (including the services of our named executive officers) by allocating such cost to us based on the estimated percentage of time such personnel were expected to devote to us over the year. The amount charged under the ISAs is not dependent upon our financial performance.

We believe the cost of the services received under our ISA with Contran, after considering the quality of the services received, is fair to us and is no less favorable to us than we could otherwise obtain from an unrelated third party for comparable services, based solely on our collective business judgment and experience without performing any independent market research.

In the early part of each year, Contran’s management, including certain of our named executive officers, estimates the percentage of time that each Contran employee, including our named executive officers, is expected to devote in the upcoming year to Contran and its subsidiaries and affiliates, including us. Contran’s management then

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allocates Contran’s cost of employing each of its employees among Contran and its various subsidiaries and affiliates based on such estimated percentages. Contran’s aggregate cost of employing each of its employees comprises:

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the annualized base salary of such employee at the beginning of the year;

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an estimate of the bonus Contran will pay or accrue for such employee (other than bonuses, if any, for specific matters) for the year, using as a reasonable approximation for such bonus the actual bonus that Contran paid or accrued for such employee in the prior year; and

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Contran’s portion of the social security and medicare taxes on such base salary and an estimated overhead amount for the cost of medical and life insurance benefits, unemployment taxes, disability insurance, defined benefit and defined contribution plan benefits, professional education and licensing and costs of providing an office, equipment and supplies related to providing such services. The estimated overhead amount for each employee is determined using a headcount-based methodology and is the same amount for each individual providing services under the ISA.

Contran’s senior management subsequently make such adjustments to the details of the proposed ISA charge as they deem necessary for accuracy, overall reasonableness and fairness to us.

In the first quarter of each year reported in the 2025 Summary Compensation Table, the proposed charge for that year under our ISA with Contran was presented to our management development and compensation committee, and the committee considered whether to recommend that our board of directors approve the ISA charge. Among other things during such presentation, the committee was informed of:

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the quality of the services Contran provides to us, including the quality of the services our executive officers provide to us;

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the comparison of the ISA charge and number of full-time equivalent employees reflected in the charge by department for the prior year and proposed for the current year;

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the comparison of the prior year and proposed current year charges by department and in total and such amounts as a percentage of Contran’s similarly calculated costs for its departments and in total for those years;

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the comparison of the prior year and proposed current year average hourly rate; and

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the concurrence of our chief financial officer as to the reasonableness of the proposed charge.

In determining whether to recommend that the board of directors approve the proposed ISA fee to be charged to us, the management development and compensation committee considers the three elements of Contran’s cost of employing the personnel who provide services to us, as discussed above, including the cost of employing our named executive officers, in the aggregate and not individually. After considering the information contained in such presentations, and following further discussion and review, our management development and compensation committee recommended that our board of directors approve the proposed ISA fee after concluding, based on their collective business judgment and experience without performing any independent market research, that:

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the cost to employ the personnel necessary to provide the quality of the services provided by Contran would exceed the proposed aggregate fee to be charged by Contran to us under our ISA with Contran; and

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the cost for such services would be no less favorable than could otherwise be obtained from an unrelated third party for comparable services.

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In reaching its recommendation, our management development and compensation committee did not review:

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any ISA charge from Contran to any other publicly held parent or sister company, although such charge was separately reviewed by the management development and compensation committee of the applicable company; and

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the compensation policies of Contran or the amount of time our named executive officers are expected to devote to us because:

each of our named executive officers provides services to multiple companies related to Contran, including Contran itself, and the percentage of time devoted to each company by our named executive officers varies;

the fee we pay to Contran under our ISA with Contran each year does not represent all of Contran’s cost of employing each of our named executive officers;

Contran and these other companies related to Contran absorb the remaining amount of Contran’s cost of employing each of our named executive officers; and

the members of our management development and compensation committee consider the factors discussed above, applying their collective business judgment and experience, in determining whether to recommend that the proposed ISA fee for each year be approved by the full board of directors.

Based on the recommendation of our management development and compensation committee, as well as the concurrence of our chief financial officer, our independent directors approved the proposed annual ISA charge effective January 1, 2025.

For financial reporting and income tax purposes, the ISA fee is expensed as incurred on a quarterly basis. Section 162(m) of the Code generally disallows an income tax deduction to publicly held companies for compensation over $1.0 million paid to the company’s chief executive officer, chief financial officer and three other most highly compensated executive officers. To the extent any individual’s charge to a publicly held company under the ISA (plus any other amounts required by tax regulations) is in excess of $1.0 million, the deductibility by the company of the charge for income tax purposes would be limited under Section 162(m), if such section were to be deemed applicable as it relates to the ISA. However, Contran has agreed to absorb the impact of any such income tax deduction disallowance resulting from such totals in excess of $1.0 million. In each of 2023, 2024 and 2025, the $1.0 million limit was exceeded by Valhi for certain individuals, and it may be exceeded in 2026.

No Director Fees or Equity-Based Compensation for Executive Officers. Our executive officers, including our named executive officers, are not eligible to receive cash or equity based compensation for their service on the board of directors of us, CompX, Kronos Worldwide or NL. For the years reflected in the 2025 Summary Compensation Table, no compensation was paid to Mr. Simmons as a director of us, Kronos Worldwide, NL or CompX.

Prior to 2023, we decided to forgo the grant of any equity compensation other than annual awards of stock to our directors, as discussed above. We also do not have any security ownership requirements or guidelines for our management, although we do have stock ownership guidelines for our non-employee directors. We do not currently anticipate any equity-based compensation will be granted in 2026, other than the annual grants of stock to our directors who are not employees of Contran or one of its subsidiaries or affiliates.

Compensation Committee Report. The management development and compensation committee has reviewed with management the Compensation Discussion and Analysis section in this proxy statement. Based on the committee’s review and a discussion with management, the committee recommended to the board of directors that our compensation discussion and analysis be included in this proxy statement.

Our management development and compensation committee submits the foregoing report as of March 5, 2026.

Terri L. Herrington

Chair of our Management Development and Compensation Committee

Thomas E. Barry

Member of our Management Development and Compensation Committee

W. Hayden McIlroy

Member of our Management Development and Compensation Committee

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Summary of Cash and Certain Other Compensation of Executive Officers. The 2025 Summary Compensation Table below provides information concerning compensation we and our subsidiaries paid or accrued for services rendered during the last three years by our chief executive officer, our chief financial officer, and each of the three other most highly compensated individuals (based on ISA charges to us and our subsidiaries) who were our executive officers at December 31, 2025 (including one who is now a former officer). All of our named executive officers were employees of Contran for their years reported in this table and provided their services to us and our subsidiaries pursuant to our ISA with Contran. For a discussion of this ISA, see the Intercorporate Services Agreements part of the Certain Relationships and Transactions section of this proxy statement.

2025 SUMMARY COMPENSATION TABLE (1)

SEC Form DEF 14A filed by Valhi Inc.