What changed in this filing

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Item 1. Business

2026-03-10 compared with 2025-03-06 · 116 added, 122 removed, 524 unchanged (31% of the section changed)

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● 2023 – In November, upon the Bankruptcy Court’s approval of BWC’s plan of reorganization, BWC sold substantially all of its assets.

In December BMI sold Basic Power Company;

In December BMI sold Basic Power Company (“BPC”);

● 2024 – In July, Kronos acquired the remaining 50% joint venture interest in Louisiana Pigment Company, L.P.

previously held by Venator Investments, Ltd.

(“LPC”) previously held by Venator Investments, Ltd.

● 2025 – In October, LandWell completed the sale of the last parcel within the Cadence planned community.

Unless otherwise indicated, references in this report to “we”, “us” or “our” refer to Valhi, Inc.

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● Our ability to realize expected cost savings from strategic and operational initiatives;

● Our ability to integrate acquisitions, including Louisiana Pigment Company, L.P., into Kronos’ operations and realize expected synergies and innovations;

● Our ability to integrate acquisitions into Kronos’ operations and realize expected synergies and innovations;

● The extent of the dependence of certain of our businesses on certain market sectors;

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technology processing failures;

or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders;

or other events) related to our technology infrastructure (including manufacturing and accounting systems) that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders;

● Competitive products and substitute products;

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● Customer and competitor strategies;

● Potential difficulties in upgrading or implementing accounting and manufacturing software systems;

● Potential consolidation of our competitors;

● Potential consolidation of our customers;

● Our ability to retain key customers;

● The impact of pricing and production decisions;

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● Our ability to protect or defend intellectual property rights;

● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes (including tariffs imposed by the U.S.

federal government on imports from Canada, where Kronos has a manufacturing facility);

● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes;

● The ability of our subsidiaries to pay us dividends;

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● Our ability to complete and comply with the conditions of our licenses and permits;

● Changes in real estate values and construction costs in Henderson, Nevada;

● Changes in construction costs in Henderson, Nevada;

● Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions.

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CompX is a leading manufacturer of security products used in the postal, recreational transportation, office and institutional furniture, cabinetry, tool storage, healthcare applications and a variety of other industries.

CompX is also a leading manufacturer of wake enhancement systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine industry.

Real Estate Management and Development

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Our majority-controlled subsidiary, Kronos, is a leading global producer and marketer of value-added titanium dioxide pigments, or TiO 2 , a base industrial product used in a wide range of applications.

Kronos, along with its distributors

and agents, sells and provides technical services for its products to approximately 3,000 customers in 100 countries with the majority of sales in Europe, North America and the Asia Pacific region.

Kronos, along with its distributors and agents, sells and provides technical services for its products to approximately 3,000 customers in 100 countries with the majority of sales in Europe, North America and the Asia Pacific region.

We believe Kronos has developed considerable expertise and efficiency in the manufacture, sale, shipment and service of its products in domestic and international markets.

Effective July 16, 2024 (“Acquisition Date”), Kronos acquired the 50% joint venture interest in Louisiana Pigment Company, L.P.

(“LPC”) held by Venator Investments, Ltd.

(“Venator”) for consideration of $185 million less a working capital adjustment.

Effective July 16, 2024 (“Acquisition Date”), Kronos acquired the 50% joint venture interest in LPC held by Venator for consideration of $185 million less a working capital adjustment.

Prior to the acquisition, Kronos held a 50% joint venture interest in LPC through a wholly-owned subsidiary.

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Following the acquisition, LPC became a wholly-owned subsidiary of Kronos.

In 2025, Kronos merged LPC into Kronos’ wholly-owned subsidiary Kronos Louisiana, Inc.

(the combined company is referred to as “Kronos Louisiana”).

See Note 3 to our Consolidated Financial Statements.

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TiO 2 is designed, marketed and sold based on specific end-use applications.

TiO 2 is the largest commercially used whitening pigment because it has a high refractive rating, giving it more hiding power than any other commercially produced white pigment.

TiO 2 is the largest commercially used whitening pigment because it has a high refractive index, giving it more hiding power than any other commercially produced white pigment.

In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.

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Per capita consumption of TiO 2 in Western Europe and North America far exceeds that in other areas of the world, and these regions are expected to continue to be the largest consumers of TiO 2 on a per capita basis for the foreseeable future.

We believe Western Europe and North America each account for approximately 15% of global TiO 2 consumption, respectively.

We believe Western Europe and North America account for approximately 14% and 15% of global TiO 2 consumption, respectively.

Markets for TiO 2 are generally increasing in China, the Asia Pacific region, South America and Eastern Europe and we believe these are significant markets which will continue to grow as economies in these regions develop and quality-of-life products, including TiO 2 , experience greater demand.

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Including its predecessors, Kronos has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years.

We believe Kronos is the largest chloride process TiO 2 producer in Europe with 44% of its 2024 sales volumes attributable to markets in Europe.

We believe Kronos is the largest TiO 2 producer and chloride process TiO 2 producer in Europe with 45% of its 2025 sales volumes attributable to markets in Europe.

The table below shows Kronos’ estimated market share for its significant markets, Europe and North America, for the last three years.

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We believe Kronos is the leading seller of TiO 2 in several countries, including Germany.

Overall, Kronos is one of the top five producers of TiO 2 in the world.

Overall, Kronos is one of the top four producers of TiO 2 in the world.

Kronos offers its customers a broad portfolio of products that include over 30 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements.

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Kronos ships TiO 2 to its customers in either a dry or slurry form via rail, truck and/or ocean carrier.

Sales of Kronos’ core

TiO 2 pigments represented approximately 90% of our Chemicals Segment’s net sales in 2024.

Sales of Kronos’ core TiO 2 pigments represented approximately 90% of our Chemicals Segment’s net sales in 2025.

Kronos and its agents and distributors primarily sell its products in three major end-use markets:

coatings, plastics and paper.

coatings, plastics and paper as well as into the market for white packaging inks.

The following tables show Kronos’ approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2025:

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The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired.

In general, the higher the opacity requirement of the coating, the greater the TiO 2 content.

In general, the higher the opacity requirement and the quality of the coating, the greater the TiO 2 content.

TiO 2 for plastics – Kronos produces TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.

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In masterbatch, the TiO 2 is dispersed at high concentrations into a plastic resin and is then used by manufacturers of plastic containers, bottles, packaging and agricultural films.

Kronos’ TiO 2 is also included in engineering materials like polycarbonate or acrylonitrile butadiene styrene (“ABS”) which is used in the automotive industry and for appliances, consumer electronics and other applications.

TiO 2 for paper – Kronos’ TiO 2 is used in the production of several types of paper, including laminate (decorative) paper, filled paper and coated paper to provide whiteness, brightness, opacity and color stability.

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Without the presence of TiO 2 , these materials would be unsuitable for use in many textile applications.

Kronos produces high purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.

Kronos markets high purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.

In pharmaceuticals, Kronos’ TiO 2 is used commonly as a colorant in tablet and capsule coatings as well as in liquid medicines to provide uniformity of color and appearance.

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Manufacturing, operations and properties

Manufacturing – Kronos produces TiO 2 in two crystalline forms:

rutile and anatase.

Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process, whereas anatase TiO 2 is only produced using a sulfate production process.

Manufacturing – Kronos produces TiO 2 in a rutile form.

Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process.

Manufacturers of many end-use applications can use either form, especially during periods of tight supply for TiO 2 .

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Once an intermediate TiO 2 pigment has been produced by either the chloride or sulfate process, it is “finished” into products with specific performance characteristics for particular end-use applications through proprietary processes involving various chemical surface treatments and intensive micronizing (milling).

● Chloride process – The chloride process is a continuous process in which chlorine is used to extract rutile TiO 2 .

The chloride process produces less waste than the sulfate process because much of the chlorine is recycled and feedstock bearing higher titanium content is used.

The chloride process also has lower energy requirements and is less labor-intensive than the sulfate process, although the chloride process requires a higher-skilled labor force.

● Chloride process – The substantial majority of Kronos’ production capacity is manufactured using a chloride process which is a continuous process that uses chlorine to extract rutile TiO 2 .

The chloride process produces less waste than the sulfate process because much of the chlorine is recycled, and it utilizes ore containing a higher TiO 2 content.

The chloride process also has lower energy requirements and is less labor-intensive than the sulfate process, although the chloride process requires a higher-skilled labor force and uninterrupted power.

The chloride process produces an intermediate base pigment with a wide range of properties.

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The sulfate process produces a warmer undertone and is preferred for use in selected paper products, ceramics, rubber tires, man-made fibers, food products, pharmaceuticals and cosmetics, some of which generate higher profit margins.

LPC – Prior to July 16, 2024, Kronos Louisiana, Inc., one of Kronos’ subsidiaries, and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture.

LPC owns and operates a chloride-process TiO 2 plant located near Lake Charles, Louisiana.

On July 16, 2024 Kronos acquired the 50% interest in LPC held by Venator for consideration of $185 million less a working capital adjustment.

Joint Venture – Prior to July 16, 2024, one of Kronos’ subsidiaries and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture.

LPC owned and operated a chloride-process TiO 2 plant located near Lake Charles, Louisiana.

On July 16, 2024, Kronos acquired the 50% interest in LPC held by Venator.

In 2025, Kronos merged LPC into Kronos’ wholly-owned subsidiary Kronos Louisiana, Inc.

Prior to the acquisition, Kronos accounted for its interest in the joint venture by the equity method.

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Kronos was required to purchase one-half of the TiO 2 produced by the joint venture.

All costs and capital expenditures

were shared equally with Venator, with the exception of feedstock (purchased natural rutile ore or chlorine slag) and packaging costs for the pigment grades produced.

All costs and capital expenditures were shared equally with Venator, with the exception of feedstock (purchased natural rutile ore or chlorine slag) and

packaging costs for the pigment grades produced.

Kronos’ share of net costs was reported as cost of sales as the TiO 2 was sold.

See Notes 3 and 17 to our Consolidated Financial Statements.

As a result of the acquisition, for financial reporting purposes, the assets acquired and liabilities assumed of LPC are included in our Consolidated Balance Sheet as of December 31, 2024, and the results of operations and cash flows of LPC are included in our Consolidated Statement of Operations and Cash Flows beginning as of the Acquisition Date.

See Note 3 to our Consolidated Financial Statements.

As a result of the acquisition, for financial reporting purposes, the assets acquired and liabilities assumed of LPC are included in our Consolidated Balance Sheets as of December 31, 2024 and December 31, 2025, and the results of operations and cash flows of LPC are included in our Consolidated Statements of Operations and Cash Flows beginning as of the Acquisition Date.

See Note 3 to our Consolidated Financial Statements.

Operations – Kronos produced 401,000, 535,000 and 480,000 metric tons of TiO 2 in 2023, 2024 and 2025, respectively.

Kronos’ production volumes for 2023 and 2024 through the Acquisition Date include its share of the output produced by its TiO 2 manufacturing joint venture.

Subsequent to the Acquisition Date, Kronos’ 2024 production volumes include 100% of the production volumes from the LPC facility.

Subsequent to the Acquisition Date, Kronos’ 2024 and 2025 production volumes include 100% of the production volumes from the Kronos Louisiana facility.

Kronos’ average production capacity utilization rates were approximately 72% in 2023, 96% in 2024 and 77% in 2025.

Beginning in the fourth quarter of 2022 and continuing throughout the first quarter of 2024, Kronos adjusted production levels to correspond with reduced customer demand resulting from challenging economic conditions and geopolitical uncertainties.

Kronos increased production levels to align with higher overall customer demand in 2024.

Kronos’ production levels during 2023 and the second half of 2025 were reduced to align with lower customer demand resulting from challenging economic conditions and geopolitical uncertainties.

In 2024, Kronos increased production to meet higher overall customer demand.

Properties – Kronos operates facilities throughout North America and Europe.

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In North America, Kronos has a TiO 2 plant in Varennes, Quebec, Canada and a TiO 2 plant near Lake Charles, Louisiana.

Kronos’ chloride process production and remaining sulfate production capacity has increased by approximately 5% over the past ten years due to debottlenecking programs, with only moderate capital expenditures.

The following table presents the division of Kronos’ expected 2026 manufacturing capacity by plant location and type of manufacturing process:

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Varennes, Canada (3)

TiO 2 production, chloride process,

slurry facility, titanium chemicals products

TiO 2 production, chloride process, slurry facility, titanium chemicals products

Lake Charles, LA, US

TiO 2 production, chloride process

TiO2 production, chloride process, slurry facility

(1) The Leverkusen facility is located within a more extensive manufacturing complex.

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See Note 20 to our Consolidated Financial Statements.

(4) Effective July 16, 2024, Kronos acquired the 50% interest in LPC it did not already own.

See Note 3 to our Consolidated Financial Statements.

Kronos owns the land underlying all of its principal production facilities unless otherwise indicated in the table above.

Kronos also operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.

In addition, Kronos operates a rutile slurry manufacturing plant near its Lake Charles, Louisiana facility, which converts dry pigment primarily manufactured for it at the Lake Charles TiO 2 facility into a slurry form that is then shipped to customers.

Kronos has corporate and administrative offices located in the U.S., Germany, Norway, Canada, Belgium and France.

In addition, Kronos has corporate and administrative offices located in the U.S., Germany, Norway, Canada, Belgium and France.

Raw materials

The primary raw materials used in chloride process TiO 2 are titanium-containing feedstock (purchased natural rutile ore or chlorine slag), chlorine and petroleum coke.

The primary raw materials used in chloride process TiO 2 are titanium-containing feedstock (purchased natural rutile ore, chlorine slag or other high-grade feedstocks), chlorine and petroleum coke.

Chlorine is available from a number of suppliers, while petroleum coke is available from a limited number of suppliers.

Titanium-containing feedstock suitable for use in the chloride process is available from a limited but increasing number of suppliers principally in Australia, South Africa, Sierra Leone, Canada and India.

Kronos purchases feedstock for its chloride process TiO 2 from the following primary suppliers for certain contractually specified volumes for delivery extending in some cases, through 2026:

Kronos purchases feedstock for its chloride process TiO 2 from the following primary suppliers for volumes for delivery extending in some cases, through 2028:

Renewal Terms

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Chloride process grade slag

Auto-renews bi-annually

Auto-renews every two years

Rio Tinto Iron and Titanium Ltd

Upgraded slag

Auto-renews annually

Sierra Rutile Limited

Renewal terms upon negotiation

Auto-renews every two years

Iluka Resources Limited

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Sulfuric acid is available from a number of suppliers.

Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, India and South Africa.

As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its European sulfate process TiO 2 plants in 2024.

Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, Africa, India and South Africa.

As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its sulfate process TiO 2 plants in 2025.

Kronos expects ilmenite production from its mine to meet its sulfate process feedstock requirements for the foreseeable future.

Kronos expects the raw materials purchased under this contract, and contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years.

Kronos expects the raw materials purchased under these contracts, and other contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years.

Many of Kronos’ raw material contracts contain fixed quantities it is required to purchase, or specify a range of quantities within which it is required to purchase.

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Ilmenite ore mined and used internally

Purchased ilmenite ore (1)

(1) Relates to Kronos’ Canadian sulfate production line, which was closed in the third quarter of 2024.

Sales and marketing

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This focus includes continuously reviewing and optimizing its customer and product portfolios.

Kronos also works directly with its customers to monitor the success of its products in their end-use applications, evaluates the need for improvements in its product and process technology and identifies opportunities to develop new product solutions for its customers.

Kronos also works directly with its customers to monitor the performance of its products in their end-use applications, evaluates the need for improvements in its product and process technology and identifies opportunities to develop new product solutions for its customers.

Kronos’ marketing staff closely coordinates with its sales force and technical specialists to ensure the needs of its customers are met, and to help develop and commercialize new grades where appropriate.

Kronos sells a majority of its products through its direct sales force operating in Europe and North America.

Kronos sells a majority of its products through its direct sales force operating in Europe, North America and other markets.

Kronos also utilizes sales agents and distributors who are authorized to sell its products in specific geographic areas.

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Kronos offers customer and technical service to customers who purchase its products through distributors as well as to its larger customers serviced by its direct sales force.

Kronos sells to a diverse customer base with only one customer representing 10% or more of our Chemicals Segment’s net sales in 2024 (Behr Process Corporation – 10%).

Kronos sells to a diverse customer base with no single customer representing 10% or more of our Chemicals Segment’s net sales in 2025.

Kronos’ largest ten customers accounted for approximately 35% of our Chemicals Segment’s net sales in 2025.

Neither our Chemicals Segment’s business as a whole nor any of its principal product groups is seasonal to any significant extent.

However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring to meet demand during the spring and summer painting seasons.

Kronos normally builds inventories during the first and fourth quarters of each year in order to maximize its product availability during the higher demand periods normally experienced in the second and third quarters.

However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring in the northern hemisphere to meet demand during the spring and summer painting seasons.

Kronos generally builds inventories to meet expected customer demand.

The TiO 2 industry is highly competitive.

Kronos competes primarily on the basis of price, product quality, technical service and the availability of high performance pigment grades.

Kronos competes primarily on the basis of price, product quality, technical service, long-term stability and the availability of high performance pigment grades.

Since TiO 2 is not traded through a commodity market, its pricing is largely a product of negotiation between suppliers and their respective customers.

Price and availability are the most significant competitive factors along with quality and customer service for the majority of Kronos’ product grades.

Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requests and specialty grades that are differentiated from its competitors’ products.

Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requirements and specialty grades that are differentiated from its competitors’ products.

During 2025, Kronos had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume, we believe Kronos is the leading seller of TiO 2 in several countries, including Germany.

Kronos’ principal competitors are LB Group Co.

Ltd., The Chemours Company, Tronox Holdings PLC and Venator Materials PLC.

The top five TiO 2 producers (i.e.

Kronos and its four principal competitors) account for approximately 51% of the world’s production capacity.

Kronos’ principal competitors are The Chemours Company, Tronox Holdings PLC and LB Group Co.

The top four TiO 2 producers (i.e.

Kronos and its three principal competitors) account for approximately 42% of the world’s production capacity.

The following chart shows our estimate of worldwide production capacity in 2025:

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Chemours has approximately one-half of total North American TiO 2 production capacity and is Kronos’ principal North American competitor.

LB Group previously announced it plans to add an additional 200,000 tons of chloride process capacity which we expect will be added incrementally over the next several years.

However, several of Kronos’ competitors have recently closed or announced plans to close facilities or otherwise reduce capacity, including Chemours which closed its Taiwan facility with an estimated 160,000 tons of chloride process capacity in 2023 and Venator which announced plans in 2024 to close its Duisburg, Germany facility with an estimated 50,000 tons of sulfate process capacity.

LB Group previously announced it plans to add an additional 200,000 tons of chloride process capacity which we expect may be added incrementally over the next several years.

However, due to the current extended downturn in the industry as a whole, several of Kronos’ competitors have recently closed facilities or announced plans to reduce capacity, including Chemours, which closed its Taiwan facility with an estimated 160,000 tons of chloride process capacity in 2023, and Tronox, which closed its 90,000 ton chloride capacity facility in the Netherlands in 2025 and announced its plans to permanently close its 46,000 ton sulfate facility in China in January 2026.

In 2025 Venator’s U.K.

parent company entered bankruptcy and its facilities were idled and marketed for sale, with a total production capacity of approximately 400,000 tons at least temporarily off the market.

In addition, in 2024 Kronos closed its sulfate production line in Varennes, Canada.

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Kronos employs scientists, chemists, process engineers and technicians who are engaged in research and development, process technology and quality assurance activities in Leverkusen, Germany.

These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, improving product quality and strengthening its competitive position by developing new products and applications.

These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, reducing production costs, improving product quality and strengthening its competitive position by developing new products and applications.

Kronos’ expenditures for these activities were approximately $18 million in 2023, $14 million in 2024 and $16 million in 2025.

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Kronos continually seeks to improve the quality of its grades and has been successful at developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles.

Since the beginning of 2020, Kronos has added six new grades for pigments and other applications.

Since the beginning of 2020, Kronos has added eight new grades for pigments and other applications.

Patents, trademarks, trade secrets and other intellectual property rights

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Kronos’ operations and properties are governed by various environmental laws and regulations which are complex, change frequently and have tended to become stricter over time.

These environmental laws govern, among other things, the generation, storage, handling, use and transportation of hazardous materials;

These environmental laws govern, among other

things, the generation, storage, handling, use, disposition and transportation of hazardous materials;

the emission and discharge of hazardous materials into the ground, air, or water;

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Kronos’ policy is to comply with applicable environmental laws and regulations at all its facilities and to strive to improve its environmental performance and overall sustainability.

It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect Kronos’ operations, including production, handling, use, storage, transportation, sale or disposal of hazardous or toxic substances or require Kronos to make capital and other expenditures to comply, and could adversely affect our consolidated financial position and results of operations or liquidity.

It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect Kronos’ operations, including production, handling, use, storage, transportation, sale or disposition of hazardous or toxic substances or require Kronos to make capital and other expenditures to comply, and could adversely affect our consolidated financial position and results of operations or liquidity.

Kronos has a history of identifying new ways to reduce consumption and waste by converting byproducts to co-products through its KRONOS ecochem® products.

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Because TiO 2 production requires significant energy input, Kronos is focused on energy efficiency at all production locations.

Four of its six production facilities maintain certifications to the ISO 50001:2018 Energy Management standard and all locations have local energy teams in place.

Five of its six TiO 2 production facilities maintain certifications to the ISO 50001:2018 Energy Management standard and all locations have local energy teams in place.

These teams are responsible for maintaining ISO 50001:2018 certifications (where applicable), performing regular reviews of local energy consumption, making recommendations regarding capital projects that reduce energy consumption and associated Greenhouse Gas (“GHG”) emissions or enhance efficiency.

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Germany and Belgium are members of the EU and follow its initiatives.

Norway is not a member but generally patterns its environmental regulatory actions after those of the EU.

Norway is not a member but generally adopts laws and patterns its environmental regulatory actions after those of the EU.

From time to time, Kronos’ facilities may be subject to environmental regulatory enforcement under local or national laws.

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Kronos believes it is in substantial compliance with laws applicable to the regulation of TiO 2 .

However, increased regulatory scrutiny could affect consumer perception of TiO 2 or limit the marketability and demand for TiO 2 or products containing TiO 2 and increase Kronos’ regulatory and compliance costs.

However, increased

regulatory scrutiny could affect consumer perception of TiO 2 or limit the marketability and demand for TiO 2 or products containing TiO 2 and increase Kronos’ regulatory and compliance costs.

On October 1, 2021, EU Regulation No.

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Kronos’ dry TiO 2 products do not meet the criteria set forth in the regulation and therefore do not require classification labels.

On November 23, 2022 the Court of Justice of the European Union annulled the classification of TiO 2 as a suspected carcinogen in its entirety, which decision is currently under appeal.

On November 23, 2022 the General Court of the European Union annulled the classification of TiO 2 as a suspected carcinogen in its entirety, and in August 2025, the Court of Justice of the European Union upheld this decision on appeal.

Kronos’ capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved environmental protection such as lower emissions from its manufacturing facilities, were $26 million in 2025 and are currently expected to be approximately $30 million in 2026.

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CompX also manufactures wake enhancement systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine and various other industries.

CompX continuously seeks to diversify into new

markets and identify new applications and features for its products, which it believes provides a greater potential for higher rates of earnings growth as well as diversification of risk.

CompX continuously seeks to diversify into new markets and identify new applications and features for its products, which it believes provides a greater potential for higher rates of earnings growth as well as diversification of risk.

Manufacturing, operations and products

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● disc tumbler locks which provide moderate security and generally represent the lowest cost lock CompX produces;

● pin tumbler locks which are more costly to produce and are used in applications requiring higher levels of security, including KeSet ® and System 64 ® (which each allow the user to change the keying on a single lock 64 times without removing the lock from its enclosure), TuBar ® and Turbine ® and

● CompX’s innovative CompX eLock ® and StealthLock ® electronic locks which provide stand-alone or networked security and audit trail capability for drug storage and other valuables through the use of a proximity card, magnetic stripe, radio frequency or other keypad credential.

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CompX’s marine components reporting unit manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (towboats) and performance boats.

CompX’s marine components reporting unit has a facility in Neenah, Wisconsin and a facility in Grayslake, Illinois which is shared with its security products reporting unit.

CompX’s specialty marine component products are high precision components designed to operate within tight tolerances in the highly demanding marine environment.

CompX’s marine components reporting unit also manufactures and distributes to the industrial market.

CompX’s marine components reporting unit has a facility

in Neenah, Wisconsin and a facility in Grayslake, Illinois which is shared with its security products reporting unit.

CompX’s specialty marine components products are high precision components designed to operate within tight tolerances in the highly demanding marine environment.

These products include:

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● grab handles, pin cleats and other accessories;

● made to order fabricated metal products primarily to the industrial market.

CompX operated three principal operating facilities at December 31, 2025 as shown below.

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These arrangements generally provide for stated unit prices based upon specified purchase volumes, which help CompX to stabilize its commodity-related raw material costs to a certain extent.

At other times CompX may make spot market buys of larger quantities of raw materials to take advantage of favorable pricing or volume-based discounts.

CompX’s raw material prices were generally stable through the first half of 2024, although beginning in the latter half of the third quarter CompX began to experience moderate increases in certain raw material costs, particularly brass.

The zinc market was volatile in 2024, but CompX was successful in making strategic spot buys to keep its costs consistent with 2023.

Prices for aluminum and stainless steel, which are the primary raw materials used for the manufacture of marine components (including marine exhaust headers and pipes, wake enhancement systems, throttles and trim tabs), were relatively stable in 2024 because CompX took advantage of volume purchase opportunities during the year.

At other times CompX may make spot buys of larger quantities of raw materials to take advantage of favorable pricing or volume-based discounts.

During 2025, CompX experienced increases in the cost of certain raw materials.

Throughout the year, market prices for brass and aluminum experienced a general upward trend.

Stainless steel prices were relatively stable in the first part of the year but began increasing during the latter half of the year.

Zinc pricing was relatively stable, and CompX was able to mitigate cost impacts through strategic spot buy purchases.

In most cases, commodity raw materials CompX purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation, and energy.

Processing and conversion costs are not expected to decrease and may negate the benefit of softening commodity prices on CompX’s purchases.

Based on current economic conditions, CompX expects the prices for zinc, brass, aluminum, stainless steel and other manufacturing materials in 2025 to be relatively stable, although governmental actions such as tariffs may impact markets.

Processing and conversion costs are not expected to decrease.

Based on current economic conditions, CompX expects the prices for zinc, brass, aluminum, stainless steel and other manufacturing materials in 2026 to be more volatile compared to 2025.

In addition to supply and demand, governmental actions such as tariffs may impact

raw material markets.

When purchased on the spot market, each of these raw materials may be subject to sudden and unanticipated price increases.

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CompX holds a number of patents relating to its component products, certain of which it believes to be important to it and its continuing business activity.

Patents generally have a term of 20 years, and CompX’s patents have remaining terms ranging from one year to 16 years at December 31, 2024.

Patents generally have a term of 20 years, and CompX’s patents have remaining terms ranging from less than one year to 15 years at December 31, 2025.

CompX’s major trademarks and brand names in addition to CompX ® include:

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These products are packaged and merchandised for easy availability and handling by distributors and end users.

Our Component Products Segment sells to a diverse customer base with only one customer representing 10% or more of our Component Products Segment’s sales in 2024 (United States Postal Service – 21%).

Our Component Products Segment’s largest ten customers accounted for approximately 47% of its sales in 2024.

Our Component Products Segment sells to a diverse customer base with only one customer representing 10% or more of its consolidated net sales in 2025 (United States Postal Service – 26%).

Our Component Products Segment’s largest ten customers accounted for approximately 52% of its consolidated net sales in 2025.

The markets in which CompX participates are highly competitive.

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CompX operates three manufacturing facilities and CompX’s production processes requiring waste-water discharge are consolidated at its Mauldin, South Carolina facility.

This facility has received a ReWa Compliance Excellence Award multiple years for its exemplary performance from Renewable Water Resources, an organization which

sets regulatory and water policies for the Mauldin facility’s geographic region.

This facility has received a ReWa Compliance Excellence Award multiple years for its exemplary performance from Renewable Water Resources, an organization which sets regulatory and water policies for the Mauldin facility’s geographic region.

In addition, CompX operates extensive scrap metal recycling programs to reduce landfill waste.

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BMI and LandWell own real property in Henderson, Nevada.

LandWell is actively engaged in efforts to develop certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.

BMI also was responsible for the delivery of water to the City of Henderson and various other users through a water distribution system owned and operated by Basic Water Company (“BWC”), a wholly-owned subsidiary of BMI, prior to BWC’s bankruptcy filing and deconsolidation on September 10, 2022.

BMI also provided certain utility services to an industrial park located in Henderson, Nevada prior to the sale of Basic Power Company (“BPC”), a wholly-owned subsidiary of BMI, on December 1, 2023.

LandWell is actively engaged in developing certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.

Prior to 2023, BMI also was responsible for the delivery of water to the City of Henderson and various other users through a water distribution system owned and operated by BWC, a wholly-owned subsidiary of BMI.

See Notes 2 and 3 to our Consolidated Financial Statements and also Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Real Estate Management and Development”.

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Planning and zoning work on the project began in 2007, but intensive development efforts of the residential/planned community did not begin until 2013 (with LandWell acting as the master developer for all such development efforts).

LandWell markets and sells its residential/planned community to established home builders in tracts of land that are pre-zoned for a maximum number of home lots.

During 2025, LandWell sold the last remaining land parcel within its residential/planned community.

Land sales are generally made to established home builders in tracts of land that are pre-zoned for a maximum number of home lots.

LandWell supports the builders’ efforts to market and sell specific residential homes within its residential/planned community through joint marketing campaign and community wide education efforts.

In addition, BMI, prior to BWC’s bankruptcy filing and deconsolidation on September 10, 2022, delivered water to the City of Henderson and various other users through a water delivery system owned and operated by BWC, and prior to the sale of BPC on December 1, 2023, provided certain utility services to an industrial park located in Henderson, Nevada.

Upon approval of the plan of reorganization by the bankruptcy court, substantially all BWC’s assets were sold in November 2023.

In addition, prior to 2023, BMI delivered water to the City of Henderson and various other users through a water delivery system owned and operated by BWC, and prior to the sale of BPC on December 1, 2023, provided certain utility services to an industrial park located in Henderson, Nevada.

Substantially all BWC’s assets were sold in November 2023.

Following the sale of the BWC assets and BPC, BMI no longer provides services to the industrial park.

LandWell began marketing land for sale in the residential/planned community in December 2013 and at December 31, 2024 approximately 20 saleable acres remain.

In addition, LandWell has been actively marketing and selling land zoned for commercial and light industrial use and at December 31, 2024 approximately 15 saleable acres remain.

Contracts for land sales are negotiated on an individual basis, and sales terms and prices will vary based on such factors

as location (including location within a planned community), expected development work and individual buyer needs.

LandWell began marketing land for sale in the residential/planned community in December 2013 and sold the last remaining residential parcel during 2025.

In addition, LandWell has been actively marketing and selling land zoned for commercial and light industrial use and, at December 31, 2025, approximately 8 saleable acres remain adjacent to the residential/planned community.

Contracts for land sales are negotiated on an individual basis, and sales terms and prices will vary based on such factors as location (including location within a planned community), expected development work

and individual buyer needs.

Although land may be under contract or land sales may be completed, we do not recognize revenue until we have satisfied the criteria for revenue recognition.

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In some instances, LandWell will receive cash proceeds at the time the contract closes and record deferred revenue for some or all of the cash amount received, with such deferred revenue being recognized in subsequent periods.

Substantially all the land in the residential/planned community has been sold;

however, we expect the development work to take two to three years to complete.

Our Real Estate Management and Development Segment’s sales consist principally of land sales and to a lesser extent water (through September 2022) and electric delivery fees (prior to December 2023).

During 2024 we had sales to three customers that exceeded 10% of our Real Estate Management and Development Segment’s net sales (Lennar Homes – 23%, Richmond American Homes – 16% and American Homes for Rent – 14%) related to land sales.

Although all the land in the residential/planned community has been sold, we continue to complete our development obligations.

We expect the development work to be completed by the end of 2027.

Our Real Estate Management and Development Segment’s sales consist principally of land sales.

During 2025 we had recognized revenue on land sales to three customers that exceeded 10% of our Real Estate Management and Development Segment’s net sales (DR Horton – 34%, Richmond American Homes – 12% and Lennar Homes – 12%) related to land sales.

There are multiple new construction residential communities in the greater Las Vegas, Nevada area.

LandWell competes with these communities on the basis of location, planned community amenities and features, proximity to major retail and recreational activities, and the perception of quality of life within the new community.

We believe LandWell’s residential/planned community is unique within the greater Las Vegas area due to its location and planned amenities which include 490 acres of community and neighborhood parks and open space interconnected with major regional trails and parks.

We believe LandWell’s residential/planned community is unique within the greater Las Vegas area due to its location and amenities which include 490 acres of community and neighborhood parks and open space interconnected with major regional trails and parks.

LandWell markets its residential/planned community to builders who target first-time to middle market home buyers to maximize sales.

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All manufacturing facilities have detailed, site-specific emergency response procedures we believe adequately address regulatory compliance, vulnerability to potential hazards, emergency response and action plans, employee training, alarms and warning systems and crisis communication.

government and various non-U.S.

Governmental agencies of countries in which Kronos operates have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022 (“EU CSRD”).

Kronos is evaluating and will continue to evaluate the applicability of the EU CSRD as regulatory guidance is issued and as the European countries in which it

operates adopt implementing legislation and Kronos will establish a compliance program to address any applicable requirements.

Kronos is evaluating and will continue to evaluate the applicability of the EU CSRD as amendments are adopted and as regulatory guidance is issued and as the European countries in which it operates adopt implementing legislation and Kronos will establish a compliance program to address any applicable requirements.

In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors.

In addition, we have adopted an insider trading policy that applies to both employees and non-employee directors.

Kronos has taken steps to integrate ESG considerations into operating decisions with other critical business factors.

In addition, we have an insider trading policy that applies to both employees and non-employee directors.

Kronos has taken steps to integrate ESG considerations into operating decisions along with other critical business factors.

Kronos periodically publishes an ESG Report, which is available on its public website.

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We promote a respectful, diverse and inclusive workplace in which all individuals are treated with respect and dignity.

As of December 31, 2024, our Chemicals Segment employed the following number of people:

As of December 31, 2025, our Chemicals Segment employed the following number of people (an approximate 10.5% decrease from 2024):

United States

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Protecting the health and safety of our workforce, our customers, our business partners and the natural environment is one of our core values.

We are committed to maintaining a strong safety culture where all workers meet or exceed required industry performance standards, and we continuously seek to improve occupational and process safety performance.

We are committed to maintaining a strong safety culture where all workers meet or exceed required industry performance standards, and we continuously seek to improve occupational and process safety

We are conducting our businesses in ways that provide all personnel with a safe and healthy work environment and have established safety and environmental programs and goals to achieve such results.

We expect our manufacturing facilities to produce our products safely and in compliance with local regulations, policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance.

We expect our manufacturing facilities to produce our products safely and in compliance with applicable local regulations and company policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance.

We require our employees to comply with such requirements.

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CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work.

CompX had three lost time incidents in 2022, one in each of 2023 and 2024.

CompX had one lost time incident in each of 2023 and 2024 and two in 2025.

NL Industries, Inc.

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Simmons and the Family Trust routinely evaluate acquisitions of interests in, or combinations with, companies, including related companies, that provide strategic opportunities and synergies or that we perceive to be undervalued in the marketplace.

These companies

may or may not be engaged in businesses related to our current businesses.

These companies may or may not be engaged in businesses related to our current businesses.

In some instances, we actively manage the businesses we acquire with a focus on maximizing return-on-investment through cost reductions, capital expenditures, improved operating efficiencies, selective marketing to address market niches, disposition of marginal operations, use of leverage and redeployment of capital to more productive assets.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business