{"filing":{"accession_number":"0000072162-26-000034","cik":"0000072162","ticker":"NL","company_name":"NL INDUSTRIES INC","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"nl-20260519x8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/72162/000007216226000034/nl-20260519x8k.htm"},"events":[{"id":8907,"run_id":7819,"accession_number":"0000072162-26-000034","anchor_item_number":"1.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.7,"summary":"NL Industries completed a reincorporation merger on May 26, 2026, changing its state of incorporation from New Jersey to Delaware through a merger of the Predecessor Corporation into its wholly-owned subsidiary NLI Holdings, Inc. The merger involved automatic 1:1 stock conversion and adoption of new Delaware Certificate of Incorporation and Bylaws, with no change in business operations, management, facilities, assets, liabilities, or net worth. Existing directors and officers automatically transitioned to the new entity on identical terms, and stockholder rights were materially modified through changes in governing law, though the company elected not to be governed by Delaware's anti-takeover provisions under Section 203.","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1353,"accession_number":"0000072162-26-000034","item_number":"1.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"NL Industries completed a reincorporation merger on May 26, 2026, changing its state of incorporation from New Jersey to Delaware through a merger of the Predecessor Corporation into its wholly-owned subsidiary NLI Holdings, Inc. While this is a material definitive agreement under Item 1.01, it is a corporate reorganization/reincorporation rather than a traditional M\u0026A transaction (acquisition, disposition, or change of control). The merger does not involve a third party, does not result in a change of control, and is purely a state-of-incorporation change with automatic 1:1 stock conversion. This does not fit cleanly into the ma_activity category (which contemplates acquisitions, dispositions, or changes of control) and is best classified as other_material given its structural significance to the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1354,"accession_number":"0000072162-26-000034","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a reincorporation merger where the Predecessor Corporation merged into the Company with the Company as the surviving entity. The filing explicitly states that \"other than the change in the state of incorporation and the associated name change,\" there was no change in headquarters, business, management, facilities, assets, liabilities, or net worth. This is a technical corporate reorganization with no substantive business impact—a routine administrative restructuring rather than a material acquisition or disposition of assets. While technically filed under Item 2.01, the substance does not constitute a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1355,"accession_number":"0000072162-26-000034","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.55,"reasoning":"The filing discloses assumption of liabilities and obligations by the Company as a result of a Reincorporation, with reference to Item 1.01 (which typically covers business combinations or reorganizations). While Item 2.03 is nominally about creation of direct financial obligations, the prose here describes succession to pre-existing liabilities through a corporate reorganization rather than creation of new obligations. The materiality and specific nature of the assumed liabilities are not detailed in this section, making classification ambiguous; the event is material (reincorporation affects the legal entity and its obligations) but does not fit cleanly into the more specific event types.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1356,"accession_number":"0000072162-26-000034","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a reincorporation from New Jersey to Delaware that materially modifies stockholder rights through changes in governing law and charter documents. While the disclosure emphasizes that differences are detailed in the proxy statement and that the company elected not to be governed by Delaware's anti-takeover provisions under Section 203, the core event—a reincorporation affecting the legal rights of security holders—is material to investors. This does not fit neatly into the more specific event categories (it is not a covenant breach, delisting, or M\u0026A activity in the traditional sense), making \"other_material\" the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1357,"accession_number":"0000072162-26-000034","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a continuity of directors and officers following a reincorporation merger (Plan of Merger), where existing directors and officers automatically transitioned to the new entity on identical terms. While Item 5.02 covers executive changes, this is a routine administrative consequence of the merger structure rather than a substantive appointment, departure, or compensation change. The language emphasizes continuity (\"continued their respective directorship or services...on the same terms\"), indicating no material change in governance or compensation arrangements.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1358,"accession_number":"0000072162-26-000034","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a change in the company's governing law and corporate documents from New Jersey Business Corporation Act (NJBCA) to Delaware General Corporation Law (DGCL), with adoption of a new Delaware Certificate of Incorporation and Bylaws. While this is a structural change that affects the company's governance framework, the Item 5.03 disclosure is primarily administrative. However, the cross-reference to Items 1.01 and 3.03 suggests this is part of a larger transaction (likely a merger or reorganization); without the full context of those items, the materiality and precise event classification are ambiguous. The governance change itself is material to investors, but the specific event type is unclear without the referenced items.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1353,"accession_number":"0000072162-26-000034","item_number":"1.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"NL Industries completed a reincorporation merger on May 26, 2026, changing its state of incorporation from New Jersey to Delaware through a merger of the Predecessor Corporation into its wholly-owned subsidiary NLI Holdings, Inc. While this is a material definitive agreement under Item 1.01, it is a corporate reorganization/reincorporation rather than a traditional M\u0026A transaction (acquisition, disposition, or change of control). The merger does not involve a third party, does not result in a change of control, and is purely a state-of-incorporation change with automatic 1:1 stock conversion. This does not fit cleanly into the ma_activity category (which contemplates acquisitions, dispositions, or changes of control) and is best classified as other_material given its structural significance to the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"},{"id":1354,"accession_number":"0000072162-26-000034","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a reincorporation merger where the Predecessor Corporation merged into the Company with the Company as the surviving entity. The filing explicitly states that \"other than the change in the state of incorporation and the associated name change,\" there was no change in headquarters, business, management, facilities, assets, liabilities, or net worth. This is a technical corporate reorganization with no substantive business impact—a routine administrative restructuring rather than a material acquisition or disposition of assets. While technically filed under Item 2.01, the substance does not constitute a material M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"},{"id":1355,"accession_number":"0000072162-26-000034","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.55,"reasoning":"The filing discloses assumption of liabilities and obligations by the Company as a result of a Reincorporation, with reference to Item 1.01 (which typically covers business combinations or reorganizations). While Item 2.03 is nominally about creation of direct financial obligations, the prose here describes succession to pre-existing liabilities through a corporate reorganization rather than creation of new obligations. The materiality and specific nature of the assumed liabilities are not detailed in this section, making classification ambiguous; the event is material (reincorporation affects the legal entity and its obligations) but does not fit cleanly into the more specific event types.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"},{"id":1356,"accession_number":"0000072162-26-000034","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a reincorporation from New Jersey to Delaware that materially modifies stockholder rights through changes in governing law and charter documents. While the disclosure emphasizes that differences are detailed in the proxy statement and that the company elected not to be governed by Delaware's anti-takeover provisions under Section 203, the core event—a reincorporation affecting the legal rights of security holders—is material to investors. This does not fit neatly into the more specific event categories (it is not a covenant breach, delisting, or M\u0026A activity in the traditional sense), making \"other_material\" the most appropriate classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"},{"id":1357,"accession_number":"0000072162-26-000034","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes a continuity of directors and officers following a reincorporation merger (Plan of Merger), where existing directors and officers automatically transitioned to the new entity on identical terms. While Item 5.02 covers executive changes, this is a routine administrative consequence of the merger structure rather than a substantive appointment, departure, or compensation change. The language emphasizes continuity (\"continued their respective directorship or services...on the same terms\"), indicating no material change in governance or compensation arrangements.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"},{"id":1358,"accession_number":"0000072162-26-000034","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a change in the company's governing law and corporate documents from New Jersey Business Corporation Act (NJBCA) to Delaware General Corporation Law (DGCL), with adoption of a new Delaware Certificate of Incorporation and Bylaws. While this is a structural change that affects the company's governance framework, the Item 5.03 disclosure is primarily administrative. However, the cross-reference to Items 1.01 and 3.03 suggests this is part of a larger transaction (likely a merger or reorganization); without the full context of those items, the materiality and precise event classification are ambiguous. The governance change itself is material to investors, but the specific event type is unclear without the referenced items.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:04:33.757270+00:00","company_name":"NL INDUSTRIES INC","ticker":"NL","filing_date":"2026-05-26"}]}