NL Industries Reincorporates from New Jersey to Delaware as NLI Holdings

2026-05-26SEC Filing 8-K (0000072162-26-000034)

NL Industries, Inc. has completed a reincorporation from New Jersey to Delaware through a merger with its wholly-owned subsidiary NLI Holdings, Inc. The transaction, approved by shareholders on May 14, 2026, became effective on May 26, 2026. As a result, the company's name changed from NL Industries, Inc. to NLI Holdings, Inc., though it will continue trading on the NYSE under the symbol "NL". The reincorporation primarily changes the company's state of incorporation and governing corporate law from New Jersey to Delaware, with no material changes to business operations, management, assets, or liabilities. Each outstanding share of the predecessor corporation automatically converted to one share of the new Delaware corporation. The company entered into new indemnification agreements with directors and officers to reflect Delaware law, and the new certificate of incorporation includes a provision electing not to be governed by Delaware's anti-takeover statute Section 203.

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