VALHI INC /DE/ 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures – We maintain disclosure controls and procedures which, as defined in Exchange Act Rule 13a-15(e), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of Michael S. Simmons, our Vice Chairman of the Board, President and Chief Executive Officer, and Amy Allbach Samford, our Executive Vice President and Chief Financial Officer, have evaluated the design and effectiveness of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures were effective as of the date of such evaluation. Management’s Report on Internal Control over Financial Reporting – Our management is responsible for establishing and maintaining adequate internal control over financial reporting which, as defined by Exchange Act Rule 13a-15(f) means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and ● Provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or disposition of assets that could have a material effect on our Consolidated Financial Statements. Our evaluation of the effectiveness of internal control over financial reporting is based upon the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (commonly referred to as the “2013 COSO” framework). Based on our evaluation under that framework, we have concluded that our internal control over financial reporting was effective as of December 31, 2025. - 67 - ‌ ​ This annual report does not include an attestation report of our registered public accounting firm regarding the effectiveness of our internal control over financial reporting as of December 31, 2025. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K. Other – As permitted by the SEC, our assessment of internal control over financial reporting excludes internal control over the preparation of any financial statement schedules which would be required by Article 12 of Regulation S-X. Changes in Internal Control over Financial Reporting – There has been no change to our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Certifications – Our chief executive officer is required to annually file a certification with the New York Stock Exchange, or NYSE, certifying our compliance with the corporate governance listing standards of the NYSE. During 2025, our chief executive officer filed such annual certification with the NYSE. The 2025 certification was unqualified. Our chief executive officer and chief financial officer are also required to, among other things, file quarterly certifications with the SEC regarding the quality of our public disclosures, as required by Section 302 of the Sarbanes-Oxley Act of 2002. The certifications for the quarter ended December 31, 2025 have been filed as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K. ITEM 9B. OTHER INFORMATION N ot a ppl i cab l e. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. - 68 - ‌ ​ PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is incorporated by reference to our 2026 definitive proxy statement we will file with the SEC pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this report (the “Valhi Proxy Statement”). ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference to our 2026 proxy statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated by reference to our 2026 proxy statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTORS INDEPENDENCE The information required by this Item is incorporated by reference to our 2026 proxy statement. See also Note 17 to our Consolidated Financial Statements. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is incorporated by reference to our 2026 proxy statement. PART IV ITEM 15. EXHIBITS (a) and (c) Financial Statements The Registrant Our Consolidated Financial Statements listed on the accompanying Index of Financial Statements (see page F-1) are filed as part of this Annual Report. 50%-or-less owned persons We are not required to provide any consolidated financial statements pursuant to Rule 3-09 of Regulation S-X. (b) Exhibits Included as exhibits are the items listed in the Exhibit Index. We have retained a signed original of any of these exhibits that contain signatures, and we will provide such exhibit to the Commission or its staff upon request. We will furnish a copy of any of the exhibits listed below upon request and payment of $4.00 per exhibit to cover our costs of furnishing the exhibits. Such requests should be directed to the attention of our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, we will furnish to the Commission upon request any instrument defining the rights of holders of long-term debt issues and other agreements related to indebtedness which do not exceed 10% of our consolidated total assets as of December 31, 2025. - 69 - ‌ ​ ​ ​ ​ Item No. ​ Exhibit Index ​ ​ ​ 3.1 ​ Restated Third Amended and Restated Certificate of Incorporation of Valhi, Inc., as amended by Certificate of Amendment filed on May 29, 2020 (effective June 1, 2020) and by Certificate of Elimination of the 6% Series A Preferred Stock filed on August 10, 2020 – incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. ​ ​ ​ 3.2 ​ Amended and Restated By-Laws of Valhi, Inc. (effective November 2, 2023) – incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on November 2, 2023. ​ ​ ​ 4.1 ​ Description of Capital Stock – incorporated by reference to Exhibit 99.2 of our Current Report on Form 8-K dated May 6, 2021 and filed on May 6, 2021. ​ ​ ​ 10.1 ​ Intercorporate Services Agreement between Valhi, Inc. and Contran Corporation effective as of January 1, 2004 – incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. ​ ​ ​ 10.2 ​ Intercorporate Services Agreement between Contran Corporation and NL Industries, Inc. effective as of January 1, 2004 – incorporated by reference to Exhibit 10.1 to NL’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. ​ ​ ​ 10.3 ​ Intercorporate Services Agreement between Contran Corporation and CompX International Inc. effective January 1, 2004 – incorporated by reference to Exhibit 10.2 to CompX’s Annual Report on Form 10-K for the year ended December 31, 2003. ​ ​ ​ 10.4 ​ Intercorporate Services Agreement between Contran Corporation and Kronos Worldwide, Inc. effective January 1, 2004 – incorporated by reference to Exhibit No. 10.1 to Kronos’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. ​ ​ ​ 10.5 ​ Tax Agreement between Valhi, Inc. and Contran Corporation dated January 1, 2020 incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended December 31, 2019. ​ ​ ​ 10.6* ​ Valhi, Inc. 2021 Non-employee Director Stock Plan – incorporated by reference to Exhibit 4.4 of the Registration statement on Form S-8 of the Registrant. Filed on May 27, 2021. ​ ​ ​ 10.7* ​ Kronos Worldwide, Inc. 2012 Director Stock Plan – incorporated by reference to Exhibit 4.4 of the Registration statement on Form S-8 of the Registrant. Filed on May 31, 2012. ​ ​ ​ 10.8* ​ CompX International Inc. 2012 Director Stock Plan – incorporated by reference to Exhibit 4.4 of the Registration statement on Form S-8 of the Registrant. Filed on May 31, 2012. ​ ​ ​ 10.9* NL Industries, Inc. 2023 Non-Employee Director Stock Plan – incorporated by reference to Exhibit 10.1 to NL’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. ​ ​ ​ 10.10 ​ Second Amended and Restated Agreement Regarding Shared Insurance among CompX International Inc., Contran Corporation, Kronos Worldwide, Inc., NL Industries, Inc. and Valhi, Inc. dated January 25, 2019 – incorporated by reference to Exhibit 10.16 to Kronos’ Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 11, 2019. ​ ​ ​ 10.11 Lease Contract dated June 21, 1952, between Farbenfabrieken Bayer Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung (German language version and English translation thereof) – incorporated by reference to Exhibit 10.14 of NL’s Annual Report on Form 10-K (File No. 1-640) for the year ended December 31, 1985. (P) ​ ​ ​ - 70 - ‌ ​ ​ ​ ​ Item No. ​ Exhibit Index 10.12 ​ Restated and Amended Agreement by and between Richards Bay Titanium (Proprietary) Limited (acting through its sales agent Rio Tinto Iron & Titanium Limited) and Kronos (US), Inc. effective January 1, 2016 – incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Kronos Worldwide, Inc. for the year ended December 31, 2015. ​ ​ ​ 10.13 ​ Indenture, dated as of February 12, 2024, among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar – incorporated by reference to Exhibit 4.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed February 12, 2024. ​ ​ ​ 10.13.1 ​ First Supplemental Indenture dated as of July 30, 2024, by and among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 30, 2024 . ​ ​ ​ 10.13.2 ​ Second Supplemental Indenture dated as of August 8, 2024, among Louisiana Pigment Company, L.P. and Kronos LPC, LLC (as new guarantors under the Indenture dated as of February 12, 2024, as amended), Kronos International, Inc., and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar – incorporated by reference to Exhibit 10.2 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. ​ ​ ​ 10.13.3 ​ Third Supplemental Indenture dated as of September 15, 2025, by and among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar - incorporated by reference to Exhibit 10.1 to the Kronos Worldwide, Inc’s Current Report on Form 8-K filed by September 15, 2025. ​ ​ ​ 10.14.1 ​ Pledge Agreement, dated as of September 13, 2017, among Kronos International, Inc. the guarantors named therein and Deutsche Bank Trust Company Americas, as collateral agent – incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K dated September 13, 2017 and filed by Kronos Worldwide, Inc. on September 13, 2017. ​ ​ ​ 10.14.2 ​ Additional Notes Priority Joinder Agreement dated February 12, 2024, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent for the holders of Kronos International, Inc.’s 9.50% Senior Secured Notes due 2029 and as existing agent under the Pledge Agreement dated September 13, 2017 entered into in connection with Kronos International Inc.’s 3.75% Senior Secured Notes due 2025 – incorporated by reference to Exhibit 4.4 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed February 12, 2024. ​ ​ ​ 10.14.3 ​ Additional Notes Priority Joinder Agreement dated July 30, 2024, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent – incorporated by reference to Exhibit 10.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 30, 2024 . ​ ​ ​ 10.14.4 ​ Pledge Amendment dated as of August 8, 2024, to the Pledge Agreement dated as of September 13, 2017, executed by Kronos Louisiana, Inc. and Kronos LPC, LLC regarding additional pledged securities – incorporated by reference to Exhibit 10.3 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. ​ ​ ​ 10.14.5 ​ Additional Notes Priority Joinder Agreement dated September 15, 2025, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent - incorporated by reference to Exhibit 10.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed September 15, 2025. ​ ​ ​ 10.15 ​ Credit Agreement dated as of April 20, 2021 by and among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH and Wells Fargo Bank, National Association as administrative agent and lender – incorporated by reference to Exhibit 10.1 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. - 71 - ‌ ​ ​ ​ ​ Item No. ​ Exhibit Index ​ ​ ​ 10.15.1 ​ First Amendment to Credit Agreement dated May 8, 2023 among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH, Wells Fargo Bank, National Association, as administrative agent, and the lenders a party thereto – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed on May 9, 2023. ​ ​ ​ 10.15.2 ​ Second Amendment to Credit Agreement dated July 17, 2024 among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH, Wells Fargo Bank, National Association as administrative agent and the lenders a party thereto – incorporated by reference to Exhibit 10.2 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 17, 2024. ​ ​ ​ 10.15.3 ​ Third Amendment to Credit Agreement dated December 19, 2024 among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc. Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH, Wells Fargo Bank, National Association as administrative agent, and the lenders a party thereto – incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated December 19, 2024 and filed by Kronos Worldwide, Inc. on December 19, 2024. ​ ​ ​ 10.15.4 ​ Fourth Amendment to Credit Agreement dated July 17, 2025 among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH, Wells Fargo Bank, National Association, as administrative agent, and the lenders a party thereto – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 17, 2025. ​ ​ ​ 10.15.5 ​ Fifth Amendment to Credit Agreement dated December 2, 2025 among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos Europe NV, Kronos Titan GmbH, Wells Fargo Bank, National Association, as administrative agent, and the lenders a party thereto – incorporated by reference to Exhibit 10.11.5 of Kronos Worldwide, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 9, 2026. ​ ​ ​ 10.16 ​ Guaranty and Security Agreement dated as of April 20, 2021, by and among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos Canada, Inc., Kronos International, Inc. and Wells Fargo Bank, National Association as administrative agent and lender – incorporated by reference to Exhibit 10.2 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. ​ ​ ​ 10.16.1 ​ First Amendment to Guaranty and Security Agreement, entered into as of July 17, 2024, by and among Kronos Worldwide, Inc., Kronos Louisiana, Inc., Kronos (US), Inc., Kronos International, Inc. and Wells Fargo Bank, National Association as administrative agent and lender, amending Guaranty and Security Agreement dated as of April 20, 2021– incorporated by reference to Exhibit 10.5 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. ​ ​ ​ 10.16.2 ​ Joinder No. 1 dated as of August 7, 2024, joining Louisiana Pigment Company, L.P. and Kronos LPC, LLC to the Guaranty and Security Agreement dated as of April 20, 2021, as amended – incorporated by reference to Exhibit 10.6 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. ​ ​ ​ 10.17 ​ Unsecured Subordinated Term Promissory Note dated February 12, 2024 in the principal amount of $53,705,000 executed by Kronos Worldwide, Inc. and the guarantors named therein and payable to the order of Contran Corporation – incorporated by reference to Exhibit 4.5 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed February 12, 2024. ​ ​ ​ 10.17.1 ​ First Amendment to Unsecured Subordinated Term Promissory Note dated February 12, 2024, executed by Kronos Worldwide, Inc. and Contran Corporation as of August 7, 2024 – incorporated by reference to Exhibit 10.6 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. ​ ​ ​ - 72 - ‌ ​ ​ ​ ​ Item No. ​ Exhibit Index 10.18 ​ Purchase and Sale Agreement dated July 16, 2024 by and between Kronos Louisiana, Inc., Kronos Worldwide, Inc., Venator Investments, Ltd. and Venator Materials PLC – incorporated by reference to Exhibit 10.1 to Kronos Worldwide, Inc.’s Current Report on Form 8-K filed July 17, 2024. ​ ​ ​ 10.18.1 ​ Amendment to Purchase and Sale Agreement dated August 13, 2024, by and between Kronos Louisiana, Inc., Kronos Worldwide, Inc., Venator Investments, Ltd., Venator Materials PLC. and Louisiana Pigment Company, L.P, amending Purchase Agreement dated as of July 16, 2024 – incorporated by reference to Exhibit 10.7 of Kronos Worldwide, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. ​ ​ ​ 10.19** ​ Unsecured Revolving Demand Promissory Note dated December 31, 2025 in the principal amount of $125.0 million executed by Valhi, Inc. and payable to the order of Contran Corporation . ​ ​ ​ 10.20 ​ Collateral Agreement dated March 12, 2013 between Valhi, Inc. and Contran Corporation – incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K for the year ended December 31, 2018 filed on March 11, 2019. ​ ​ ​ 10.21 ​ Consent Decree effective February 10, 2025, among NL Industries, Inc., the United States of America (on behalf of several agencies) and certain other plaintiff parties and defendant parties, relating to the Raritan Bay Slag Superfund Site – incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025 . ​ ​ ​ 19.1 ​ Valhi, Inc. Insider Trading Policy – incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 6, 2025 . ​ ​ ​ 21.1** Subsidiaries of Valhi, Inc. ​ ​ ​ 23.1** Consent of PricewaterhouseCoopers LLP with respect to Valhi’s Consolidated Financial Statements ​ ​ ​ 31.1** Certification ​ ​ ​ 31.2** Certification ​ ​ ​ 32.1** Certification ​ ​ ​ 97* ​ Policy for the Recovery of Erroneously Awarded Compensation – incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2023. ​ ​ ​ 101.INS ** Inline XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ 101.SCH ** Inline XBRL Taxonomy Extension Schema ​ ​ ​ 101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase ​ ​ ​ 101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase ​ ​ ​ 101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase ​ ​ ​ 101.PRE ** ​ Inline XBRL Taxonomy Extension Presentation Linkbase ​ ​ ​ 104 ​ Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract, compensatory plan or agreement. ** Filed herewith. (P) Paper exhibits. - 73 - ‌ ​ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ VALHI, INC. ​ ​ ​ (Registrant) ​ ​ ​ ​ ​ ​ By: /s/ Michael S. Simmons ​ ​ ​ Michael S. Simmons, March 10, 2026 ​ ​ ​ (Vice Chairman of the Board, President and Chief Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: ​ ​ ​ /s/ Loretta J. Feehan ​ /s/ Michael S. Simmons Loretta J. Feehan, March 10, 2026 (Chair of the Board (non-executive)) ​ Michael S. Simmons, March 10, 2026 (Vice Chairman of the Board, President and Chief Executive Officer) ​ ​ ​ /s/ Thomas E. Barry ​ /s/ Amy Allbach Samford Thomas E. Barry, March 10, 2026 (Director) ​ Amy Allbach Samford, March 10, 2026 (Executive Vice President and Chief Financial Officer) ​ ​ ​ /s/ Terri L. Herrington ​ /s/ Edward R. Moore Terri L. Herrington, March 10, 2026 (Director) ​ Edward R. Moore, March 10, 2026 (Vice President and Controller) ​ ​ ​ /s/ Gina A. Norris ​ ​ Gina A. Norris, March 10, 2026 (Director) ​ ​ ​ ​ ​ /s/ Mary A. Tidlund ​ ​ Mary A. Tidlund, March 10, 2026 (Director) ​ ​ ​ ​ ​ ​ - 74 - ‌ ​ VALHI, INC. Annual Report on Form 10-K Items 8, 15(a) and 15(c) Index of Financial Statements ​ ​ ​ ​ ​ ​ Page Financial Statements ​ ​ ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ​ F-2 ​ ​ ​ Consolidated Balance Sheets – December 31, 2024 and 2025 ​ F-5 ​ ​ ​ Consolidated Statements of Operations – Years ended December 31, 2023, 2024 and 2025 ​ F-7 ​ ​ ​ Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2023, 2024 and 2025 ​ F-8 ​ ​ ​ Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2023, 2024 and 2025 ​ F-9 ​ ​ ​ Consolidated Statements of Cash Flows – Years ended December 31, 2023, 2024 and 2025 ​ F-10 ​ ​ ​ Notes to Consolidated Financial Statements ​ F-12 ​ All financial statement schedules have been omitted either because they are not applicable or required, or the information that would be required to be included is disclosed in the Notes to the Consolidated Financial Statements. ​ F- 1 ‌ ​ Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Valhi, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Valhi, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ ​ ​ ​ F- 2 ‌ ​ Annual Goodwill Impairment Assessment – Chemicals Reporting Unit ​ As described in Notes 1 and 8 to the consolidated financial statements, the Company’s goodwill balance was $382.3 million as of December 31, 2025, and the goodwill associated with the Chemicals reporting unit was $355.2 million. Management evaluates goodwill for impairment, annually or when events or changes in circumstances indicate the carrying value may not be recoverable. As disclosed by management, in performing a quantitative test for impairment of goodwill, management uses the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit. When performing an income approach method considerable management judgment is necessary to derive the primary assumptions used in estimating fair value under the discounted cash flow model including forecasted revenue, gross margin, operating expenses, capital expenditures, discount rate and the tax rate. Additionally, management judgment is necessary for the assumptions used to determine fair value under the guideline public company method including the selection of guideline companies and the valuation multiples applied. ​ The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Chemicals reporting unit is a critical matter are (i) the significant judgment by management when developing the fair value estimate of the Chemicals reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue, gross margin, operating expenses, and the discount rate used in the discounted cash flow method and the valuation multiples applied in the guideline public company method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. ​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) testing management’s process for developing the fair value estimate of the Chemicals reporting unit; (ii) evaluating the appropriateness of the discounted cash flow and guideline public company methods used by management; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow and guideline public company methods; and iv) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue, gross margin, operating expenses, and the discount rate used in the discounted cash flow method and the valuation multiples applied in the guideline public company method. Evaluating management’s assumptions related to forecasted revenue, gross margin, and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Chemicals reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and guideline public company methods and (ii) the reasonableness of the discount rate and valuation multiples assumptions. ​ Revenue Recognition – Chemicals Segment ​ As described in Notes 1 and 2 to the consolidated financial statements, the Company’s net sales from the Chemicals segment were $1,859.4 million for the year ended December 31, 2025. The Company’s sales involve single performance obligations to ship products pursuant to customer purchase orders. The Company records revenue when performance obligations are satisfied by transferring control of products to its customers, which generally occurs at point of shipment or upon delivery. Sales arrangements with consignment customers occur when product is shipped to a consignment customer location but the Company maintains control until the product is used in the customer’s manufacturing process. In these instances, the Company recognizes revenue when the consignment customer uses its product. Revenue is recorded in an amount that reflects the net consideration the Company expects to receive in exchange for its products. ​ The principal consideration for our determination that performing procedures relating to revenue recognition for the Chemicals segment is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition for the Chemicals segment. F- 3 ‌ ​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to the Chemicals segment. These procedures also included, among others (i) testing revenue recognized for a sample of Chemicals segment revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment, or where applicable, evidence of consignment usage, and cash receipts and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, proof of shipment, or where applicable, evidence of consignment usage, and subsequent cash receipts. /s/ PricewaterhouseCoopers LLP ​ Dallas, Texas March 10, 2026 We have served as the Company’s auditor since 1987. ​ ​ ​ ​ F- 4 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions) ​ ​ ​ ​ ​ ​ ​ ASSETS ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 348.3 ​ $ 214.0 Restricted cash equivalents ​ 24.8 ​ 8.6 Marketable securities ​ 1.9 ​ 2.9 Accounts and other receivables, net ​ 325.7 ​ 313.9 Receivables from affiliates ​ .8 ​ 3.1 Refundable income taxes ​ 1.3 ​ 1.9 Inventories, net ​ 685.8 ​ 659.8 Prepaid expenses and other ​ 65.1 ​ 54.9 Total current assets ​ 1,453.7 ​ 1,259.1 ​ ​ ​ ​ ​ ​ ​ Other assets: ​ ​ ​ ​ Marketable securities ​ 5.7 ​ 6.1 Goodwill ​ 382.3 ​ 382.3 Deferred income taxes ​ 53.8 ​ 35.2 Pension asset ​ 19.8 ​ 20.4 Other assets ​ 161.5 ​ 177.6 Total other assets ​ 623.1 ​ 621.6 ​ ​ ​ ​ ​ ​ ​ Property and equipment: ​ ​ ​ ​ Land ​ 74.7 ​ 79.4 Buildings ​ 282.6 ​ 311.7 Equipment ​ 1,312.0 ​ 1,464.2 Mining properties ​ 76.0 ​ 91.8 Construction in progress ​ 41.7 ​ 45.0 ​ ​ 1,787.0 ​ 1,992.1 Less accumulated depreciation and amortization ​ 1,063.6 ​ 1,240.5 Net property and equipment ​ 723.4 ​ 751.6 Total assets ​ $ 2,800.2 ​ $ 2,632.3 ​ ​ F- 5 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) (In millions, except share data) ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS' EQUITY ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 Current liabilities: ​ ​ ​ ​ Current maturities of long-term debt ​ $ 79.0 ​ $ .8 Accounts payable ​ 250.0 ​ 231.3 Accrued liabilities ​ 199.1 ​ 198.6 Accrued environmental remediation and related costs ​ ​ 59.7 ​ ​ 2.8 Accrued litigation settlement ​ 16.4 ​ — Payables to affiliates ​ 17.1 ​ 1.4 Income taxes ​ 22.5 ​ 14.4 Total current liabilities ​ 643.8 ​ 449.3 ​ ​ ​ ​ ​ ​ ​ Noncurrent liabilities: ​ ​ ​ ​ Long-term debt ​ 484.4 ​ 590.9 Accrued pension costs ​ 117.6 ​ 80.9 Accrued environmental remediation and related costs ​ 14.9 ​ 14.7 Deferred income taxes ​ 57.7 ​ 55.8 Other liabilities ​ 102.7 ​ 77.0 Total noncurrent liabilities ​ 777.3 ​ 819.3 ​ ​ ​ ​ ​ ​ ​ Equity: ​ ​ ​ ​ Preferred stock, $ .01 par value; 500,000 shares authorized, none issued ​ — ​ — Common stock, $ .01 par value; 50.0 million shares authorized; 29.6 million shares issued and outstanding ​ .3 ​ .3 Additional paid-in capital ​ 669.9 ​ 670.3 Retained earnings ​ 574.7 ​ 508.0 Accumulated other comprehensive loss ​ ( 159.2 ) ​ ( 105.8 ) Treasury stock, at cost - 1.1 million shares ​ ( 49.6 ) ​ ( 49.6 ) Total Valhi stockholders' equity ​ 1,036.1 ​ 1,023.2 Noncontrolling interest in subsidiaries ​ 343.0 ​ 340.5 Total equity ​ 1,379.1 ​ 1,363.7 Total liabilities and equity ​ $ 2,800.2 ​ $ 2,632.3 ​ Commitments and contingencies (Notes 3, 14, 17 and 18) See accompanying Notes to Consolidated Financial Statements. ​ F- 6 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Revenues and other income: ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,921.7 ​ $ 2,104.8 ​ $ 2,077.0 Other income, net ​ 55.4 ​ 61.8 ​ 59.1 Total revenues and other income ​ 1,977.1 ​ 2,166.6 ​ 2,136.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost and other expense (income): ​ ​ ​ ​ ​ ​ Cost of sales ​ 1,676.5 ​ 1,680.3 ​ 1,781.6 Selling, general and administrative ​ 277.4 ​ 256.2 ​ 312.3 Gain on remeasurement of investment in TiO 2 manufacturing joint venture ​ ​ — ​ ​ ( 64.5 ) ​ ​ — Gain on remeasurement of earn-out liability ​ ​ — ​ ​ — ​ ​ ( 4.6 ) Other components of net periodic pension and OPEB expense ​ 11.8 ​ 2.6 ​ 32.7 Interest ​ 28.3 ​ 49.9 ​ 57.1 Other ​ ​ 2.6 ​ ​ ( 2.1 ) ​ ​ — Total costs and other expense ​ 1,996.6 ​ 1,922.4 ​ 2,179.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ ( 19.5 ) ​ 244.2 ​ ( 43.0 ) Income tax expense (benefit) ​ ( 24.6 ) ​ 82.9 ​ 11.9 Net income (loss) ​ 5.1 ​ 161.3 ​ ( 54.9 ) Noncontrolling interest in net income of subsidiaries ​ 15.0 ​ 53.3 ​ 2.7 Net income (loss) attributable to Valhi stockholders ​ $ ( 9.9 ) ​ $ 108.0 ​ $ ( 57.6 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts attributable to Valhi stockholders: ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ ( .35 ) ​ $ 3.79 ​ $ ( 2.02 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ 28.5 ​ 28.5 ​ 28.5 See accompanying Notes to Consolidated Financial Statements. ​ F- 7 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Net income (loss) ​ $ 5.1 ​ $ 161.3 ​ $ ( 54.9 ) Other comprehensive income (loss), net of tax: ​ ​ ​ ​ ​ ​ Currency translation ​ 3.6 ​ ( 30.8 ) ​ 29.4 Defined benefit pension plans ​ ( 5.9 ) ​ 12.6 ​ 41.5 Other ​ ( .6 ) ​ ( .3 ) ​ .2 Total other comprehensive income (loss), net ​ ( 2.9 ) ​ ( 18.5 ) ​ 71.1 Comprehensive income ​ 2.2 ​ 142.8 ​ 16.2 Comprehensive income attributable to noncontrolling interest ​ 13.7 ​ 48.5 ​ 20.4 Comprehensive income (loss) attributable to Valhi stockholders ​ $ ( 11.5 ) ​ $ 94.3 ​ $ ( 4.2 ) ​ See accompanying Notes to Consolidated Financial Statements. ​ F- 8 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Years ended December 31, 2023, 2024 and 2025 (In millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ other ​ ​ ​ ​ Non- ​ ​ ​ ​ ​ Common ​ paid-in ​ Retained ​ comprehensive ​ Treasury ​ controlling ​ Total ​ ​ stock ​ capital ​ earnings ​ loss ​ stock ​ interest ​ equity Balance at December 31, 2022 ​ $ .3 ​ $ 669.5 ​ $ 494.8 ​ $ ( 143.9 ) ​ $ ( 49.6 ) ​ $ 348.2 ​ $ 1,319.3 Net income (loss) ​ — ​ — ​ ( 9.9 ) ​ — ​ — ​ 15.0 ​ 5.1 Cash dividends - $ .32 per share ​ — ​ — ​ ( 9.1 ) ​ — ​ — ​ — ​ ( 9.1 ) Dividends paid to noncontrolling interest ​ — ​ — ​ — ​ — ​ — ​ ( 34.0 ) ​ ( 34.0 ) Other comprehensive loss, net ​ — ​ — ​ — ​ ( 1.6 ) ​ — ​ ( 1.3 ) ​ ( 2.9 ) Equity transactions with noncontrolling interest and other, net ​ — ​ — ​ — ​ — ​ — ​ ( 2.2 ) ​ ( 2.2 ) Balance at December 31, 2023 ​ .3 ​ 669.5 ​ 475.8 ​ ( 145.5 ) ​ ( 49.6 ) ​ 325.7 ​ 1,276.2 Net income ​ — ​ — ​ 108.0 ​ — ​ — ​ 53.3 ​ 161.3 Cash dividends - $ .32 per share ​ — ​ — ​ ( 9.1 ) ​ — ​ — ​ — ​ ( 9.1 ) Dividends paid to noncontrolling interest ​ — ​ — ​ — ​ — ​ — ​ ( 31.2 ) ​ ( 31.2 ) Other comprehensive loss, net ​ — ​ — ​ — ​ ( 13.7 ) ​ — ​ ( 4.8 ) ​ ( 18.5 ) Equity transactions with noncontrolling interest and other, net ​ ​ — ​ ​ .4 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ .4 Balance at December 31, 2024 ​ .3 ​ 669.9 ​ 574.7 ​ ( 159.2 ) ​ ( 49.6 ) ​ 343.0 ​ 1,379.1 Net income (loss) ​ — ​ — ​ ( 57.6 ) ​ — ​ — ​ 2.7 ​ ( 54.9 ) Cash dividends - $ .32 per share ​ — ​ — ​ ( 9.1 ) ​ — ​ — ​ — ​ ( 9.1 ) Dividends paid to noncontrolling interest ​ — ​ — ​ — ​ — ​ — ​ ( 22.9 ) ​ ( 22.9 ) Other comprehensive income, net ​ — ​ — ​ — ​ 53.4 ​ — ​ 17.7 ​ 71.1 Equity transactions with noncontrolling interest and other, net ​ — ​ .4 ​ — ​ — ​ — ​ ​ ​ .4 Balance at December 31, 2025 ​ $ .3 ​ $ 670.3 ​ $ 508.0 ​ $ ( 105.8 ) ​ $ ( 49.6 ) ​ $ 340.5 ​ $ 1,363.7 ​ See accompanying Notes to Consolidated Financial Statements. ​ F- 9 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 5.1 ​ $ 161.3 ​ $ ( 54.9 ) Depreciation and amortization ​ 54.1 ​ 66.7 ​ 66.4 Gain on remeasurement of investment in TiO 2 manufacturing joint venture ​ ​ — ​ ​ ( 64.5 ) ​ ​ — Gain on remeasurement of earn-out liability ​ ​ — ​ ​ — ​ ​ ( 4.6 ) Premium on issuance of senior secured notes ​ ​ — ​ ​ 6.0 ​ ​ 4.4 Deferred income taxes ​ ( 50.3 ) ​ 43.5 ​ ( 9.5 ) Benefit plan expense less than cash funding ​ ( 6.2 ) ​ ( 8.1 ) ​ ( 7.7 ) Settlement loss on pension plan termination and buy-out ​ ​ 6.2 ​ ​ — ​ ​ 28.7 Fixed asset impairment ​ ​ 3.8 ​ ​ — ​ ​ — Noncash interest expense ​ 2.0 ​ 3.1 ​ 1.2 Distributions from (contributions to) TiO 2 manufacturing joint venture, net ​ 3.1 ​ ( 2.7 ) ​ — Gain from sale of land ​ ( 1.5 ) ​ ( .5 ) ​ — Other, net ​ 5.2 ​ ( .2 ) ​ 4.7 Change in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts and other receivables, net ​ ( 44.6 ) ​ ( 16.7 ) ​ 37.1 Inventories, net ​ 56.7 ​ ( 41.0 ) ​ 74.7 Land held for development, net ​ ​ .8 ​ ​ 5.3 ​ ​ 5.2 Accounts payable and accrued liabilities ​ 11.2 ​ ( 60.2 ) ​ ( 106.3 ) Income taxes ​ 9.3 ​ 9.2 ​ ( 11.8 ) Accounts with affiliates ​ ( 27.8 ) ​ ( 6.6 ) ​ ( 29.6 ) Other noncurrent assets ​ ( 9.5 ) ​ ( 29.5 ) ​ ( 22.3 ) Other noncurrent liabilities ​ ( 19.3 ) ​ ( 15.1 ) ​ ( 24.0 ) Other, net ​ 5.6 ​ ( 6.0 ) ​ 12.8 Net cash provided by (used in) operating activities ​ 3.9 ​ 44.0 ​ ( 35.5 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 48.5 ) ​ ​ ( 30.9 ) ​ ​ ( 46.6 ) Acquisition of remaining TiO 2 manufacturing joint venture interest, net of cash acquired ​ ​ — ​ ​ ( 156.8 ) ​ ​ — Cash, cash equivalents and restricted cash of BWC ​ ​ — ​ ​ 2.6 ​ ​ — Purchases of marketable securities ​ ( 66.4 ) ​ ( 2.7 ) ​ ( 3.1 ) Proceeds from disposal of marketable securities ​ 85.7 ​ 57.0 ​ 1.9 Proceeds from land sales ​ ​ 1.8 ​ ​ 5.6 ​ ​ — Other, net ​ ( 1.6 ) ​ .2 ​ — Net cash used in investing activities ​ ( 29.0 ) ​ ( 125.0 ) ​ ( 47.8 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F- 10 ‌ ​ VALHI, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (In millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Kronos revolving credit facility: ​ ​ ​ ​ ​ ​ ​ ​ ​ Borrowings ​ $ — ​ $ 158.6 ​ $ 638.5 Payments ​ ​ — ​ ​ ( 148.9 ) ​ ​ ( 649.8 ) Payments on long-term debt ​ ( 29.8 ) ​ ( 102.2 ) ​ ( 109.7 ) Kronos term loan from Contran ​ ​ — ​ ​ 53.7 ​ ​ — Proceeds from issuance of Kronos senior secured notes ​ ​ — ​ ​ 80.2 ​ ​ 88.0 Deferred financing fees ​ ​ — ​ ​ ( 9.3 ) ​ ​ ( 2.0 ) Valhi cash dividends paid ​ ( 9.1 ) ​ ( 9.1 ) ​ ( 9.1 ) Distributions to noncontrolling interest in subsidiaries ​ ( 34.0 ) ​ ( 25.3 ) ​ ( 27.0 ) Subsidiary treasury stock acquired ​ ( 2.9 ) ​ — ​ — Other, net ​ ​ ( .1 ) ​ ​ — ​ ​ — Net cash used in financing activities ​ ( 75.9 ) ​ ( 2.3 ) ​ ( 71.1 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash and cash equivalents - net change from: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating, investing and financing activities ​ ​ ( 101.0 ) ​ ​ ( 83.3 ) ​ ​ ( 154.4 ) Effect of exchange rates on cash ​ 1.0 ​ ( .1 ) ​ 4.5 Balance at beginning of year ​ 562.0 ​ 462.0 ​ 378.6 Balance at end of year ​ $ 462.0 ​ $ 378.6 ​ $ 228.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ Cash paid for: ​ ​ ​ ​ ​ ​ Interest, net of amounts capitalized ​ $ 26.6 ​ $ 45.1 ​ $ 51.8 Income taxes, net ​ 27.4 ​ 41.8 ​ 52.1 Noncash investing activities: ​ ​ ​ ​ ​ ​ Change in accruals for capital expenditures ​ 1.1 ​ 7.0 ​ 6.4 ​ See accompanying Notes to Consolidated Financial Statements. ​ F- 11 ‌ ​ VALHI, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 Note 1 – Summary of significant accounting policies: Nature of our business. Valhi, Inc. (NYSE: VHI) is primarily a holding company. We operate through our wholly-owned and majority-owned subsidiaries, including NL Industries, Inc., Kronos Worldwide, Inc., CompX International Inc., Tremont LLC, Basic Management, Inc. (“BMI”) and The LandWell Company (“LandWell”). Kronos (NYSE: KRO), NL (NYSE: NL) and CompX (NYSE American: CIX) each file periodic reports with the Securities and Exchange Commission (“SEC”). Organization. We are majority owned by a wholly-owned subsidiary of Contran Corporation (“Contran”), which owns approximately 91 % of our outstanding common stock at December 31, 2025. A majority of Contran’s outstanding voting stock is held directly by Lisa K. 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 another trust (the “Family Trust”), which was established for the benefit of Ms. Simmons and her late sister and their children and for which a third-party financial institution serves as trustee. Consequently, at December 31, 2025, Ms. Simmons and the Family Trust may be deemed to control Contran and us. Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Valhi, Inc. and its subsidiaries, taken as a whole. Management’s estimates. The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and disclosures of contingent assets and liabilities at each balance sheet date and the reported amounts of our revenues and expenses during each reporting period. Actual results may differ significantly from previously-estimated amounts under different assumptions or conditions. Principles of consolidation. Our Consolidated Financial Statements include the financial position, results of operations and cash flows of Valhi and our majority-owned and wholly-owned subsidiaries. We eliminate all material intercompany accounts and balances. Changes in ownership are accounted for as equity transactions with no gain or loss recognized on the transaction unless there is a change in control. Foreign currency translation. The financial statements of our foreign subsidiaries are translated to U.S. dollars. The functional currency of our foreign subsidiaries is generally the local currency of the country. Accordingly, we translate the assets and liabilities at year-end exchange rates, while we translate their revenues and expenses at average exchange rates prevailing during the year. We accumulate the resulting translation adjustments in stockholders’ equity as part of accumulated other comprehensive income (loss), net of related deferred income taxes and noncontrolling interest. We recognize currency transaction gains and losses in income. Derivatives and hedging activities. We recognize derivatives as either assets or liabilities measured at fair value. We recognize the effect of changes in the fair value of derivatives either in net income (loss) or other comprehensive income (loss), depending on the intended use of the derivative. Cash and cash equivalents. We classify bank time deposits and highly-liquid investments, including government and commercial notes and bills, with original maturities of three months or less as cash equivalents. Restricted cash and cash equivalents. We classify cash and cash equivalents that have been segregated or are otherwise limited in use as restricted. Such restrictions principally include amounts pledged as collateral with respect to performance obligations or letters of credit required by regulatory agencies for various environmental remediation sites, F- 12 ‌ ​ cash held in escrow under various hold-back agreements with third-party homebuilders associated with our Real Estate Management and Development Segment, cash pledged under debt agreement covenants or legal settlements and certain employee benefit obligations. To the extent the restricted amount relates to a recognized liability, we classify the restricted amount as current or noncurrent according to the corresponding liability. To the extent the restricted amount does not relate to a recognized liability, we classify restricted cash as a current asset. Restricted cash and cash equivalents classified as a current asset are presented separately on our Consolidated Balance Sheets, and restricted cash and cash equivalents classified as a noncurrent asset are presented as a component of other assets on our Consolidated Balance Sheets, as disclosed in Note 7. Marketable securities and securities transactions. We carry marketable debt and equity securities at fair value. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures , establishes a consistent framework for measuring fair value and (with certain exceptions) this framework is generally applied to all financial statement items required to be measured at fair value. The standard requires fair value measurements to be classified and disclosed in one of the following three categories: ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; ● Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the assets or liability; and ● Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. We classify all of our marketable securities as available-for-sale. Any unrealized gains or losses on our marketable equity securities are recognized in other income, net on our Consolidated Statements of Operations. We accumulate unrealized gains and losses on marketable debt securities as part of accumulated other comprehensive income (loss), net of related deferred income taxes. See Notes 3, 6, 11 and 19. We base realized gains and losses upon the specific identification of the securities sold. Accounts receivable. We provide an allowance for doubtful accounts for known and estimated potential losses arising from our sales to customers based on a periodic review of these accounts. Inventories and cost of sales. We state inventories at the lower of cost or net realizable value. We generally base inventory costs for all inventory categories on average cost that approximates the first-in, first-out method. Inventories include the costs for raw materials, the cost to manufacture the raw materials into finished goods and overhead. Depending on the inventory’s stage of completion, our manufacturing costs can include the costs of packing and finishing, utilities, maintenance, depreciation, shipping and handling, and salaries and benefits associated with our manufacturing process. We allocate fixed manufacturing overhead costs based on normal production capacity. Unallocated overhead costs resulting from periods with abnormally low production levels are charged to expense as incurred. As inventory is sold to third parties, we recognize the cost of sales in the same period the sale occurs. We periodically review our inventory for estimated obsolescence or instances when inventory is no longer marketable for its intended use, and we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. Land held for development. Land held for development relates to BMI and LandWell. The primary asset of LandWell is certain real property in Henderson, Nevada some of which we are developing for residential lots in a master planned community. Land held for development was recorded at the estimated acquisition date fair value based on a value per developable acre at the time of purchase. Development costs, including infrastructure improvements, real estate taxes, capitalized interest and other costs, some of which may be allocated, are capitalized during the period incurred. We allocate costs to each parcel sold on a pro-rata basis associated with the relevant development activity, and the land basis of parcels expected to be sold within one year are presented in prepaid expenses and other on our Consolidated Balance Sheets. As land parcels are sold, costs of land sales, including land and development costs, are allocated based on specific identification, relative sales value, square footage or a combination of these methods. All sales and marketing activities and general overhead are charged to selling, general and administrative expense as incurred. F- 13 ‌ ​ Investment in TiO 2 manufacturing joint venture. We accounted for our investment in Louisiana Pigment Company, L.P. (“LPC”), which was operated as a 50 %-owned manufacturing joint venture, by the equity method before Kronos’ acquisition of the remaining 50 % joint venture interest in July 2024. Distributions received from and contributions to LPC were classified for statement of cash flow purposes using the “nature of distribution” approach under ASC Topic 230. See Note 3. Leases. We enter into various arrangements (or leases) that convey the rights to use and control identified underlying assets for a period of time in exchange for consideration. We lease various manufacturing facilities, land and equipment. From time to time, we may also enter into an arrangement in which the right to use and control an identified underlying asset is embedded in another type of contract. We determine if an arrangement is a lease (including leases embedded in another type of contract) at inception. All of our leases are classified as operating leases. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and noncurrent operating lease liabilities in our Consolidated Balance Sheets. See Notes 7 and 10. As permitted by ASC Topic 842, Leases , we elected the practical expedients related to nonlease components (in which nonlease components associated with a lease and paid by us to the lessor, such as property taxes, insurance and maintenance, are treated as a lease component and considered part of minimum lease rental payments), and short-term leases (in which leases with an original maturity of 12 months or less are excluded from the recognition requirements of ASC 842). Right-of-use assets represent our right to use an underlying asset for the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. The right-of-use operating lease assets and liabilities are recognized based on the estimated present value of lease payments over the lease term as of the respective lease commencement dates. We use an estimated incremental borrowing rate to determine the present value of lease payments (unless we can determine the rate implicit in the lease, which is generally not the case). Our incremental borrowing rate for each of our leases is derived from available information, including our current debt and credit facilities and U.S. and European yield curves as well as publicly available data for instruments with similar characteristics, adjusted for factors such as collateralization and term. Our leases generally do not include termination or purchase options. Certain of our leases include an option to renew the lease after expiration of the initial lease term, but we have not included such renewal periods in our lease term because it is not reasonably certain that we would exercise the renewal option. Our leases generally have fixed lease payments, with no contingent or incentive payments. Certain of our leases include variable lease payments that depend on a specified index or rate. Our lease agreements do not contain any residual value guarantees. Goodwill and other intangible assets; amortization expense. Goodwill represents the excess of cost over fair value of individual net assets acquired in business combinations. Goodwill is not subject to periodic amortization. We amortize other intangible assets by the straight-line method over their estimated lives and state them net of accumulated amortization. We evaluate goodwill for impairment, annually or when events or changes in circumstances indicate the carrying value may not be recoverable. We evaluate other intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. See Note 8. Property and equipment; depreciation expense. We state property and equipment at acquisition cost, including capitalized interest on borrowings during the actual construction period of major capital projects. In 2023, 2024 and 2025 we capitalized $ 1.9 million, $ 1.0 million and $ 1.8 million, respectively, of interest costs. We compute depreciation of property and equipment for financial reporting purposes (including mining equipment) principally by the straight-line method over the estimated useful lives of the assets as follows: ​ ​ ​ ​ Asset ​ ​ ​ Useful lives Buildings and improvements 10 to 40 years Machinery and equipment 3 to 20 years Mine development costs Units-of-production ​ F- 14 ‌ ​ We use the Alternative Depreciation System (“ADS”) for income tax purposes. Upon the sale or retirement of an asset, we remove the related cost and accumulated depreciation from the accounts and recognize any gain or loss in income currently. We expense expenditures for maintenance, repairs and minor renewals as incurred that do not improve or extend the life of the assets, including planned major maintenance. We have a governmental concession with an unlimited term to operate our ilmenite mine in Norway. Mining properties consist of buildings and equipment used in our Norwegian ilmenite mining operations. While we own the land and ilmenite reserves associated with the mining operations, such land and reserves were acquired for nominal value and we have no material asset recognized for the land and reserves related to our mining operations. We perform impairment tests when events or changes in circumstances indicate the carrying value may not be recoverable. We consider all relevant factors. We perform the impairment test by comparing the estimated future undiscounted cash flows (exclusive of interest expense) associated with the asset or asset group to the asset’s net carrying value to determine if a write-down to fair value is required. During the fourth quarter of 2023, our Chemicals Segment recorded a fixed asset impairment of $ 3.8 million related to the write-off of certain costs resulting from a capital project termination. Excluding this project, we did not evaluate any long-lived assets for impairment during 2023, 2024 or 2025 because no such impairment indicators were present. Long-term debt. We state long-term debt net of any unamortized original issue premium, discount or deferred financing costs (other than deferred financing costs associated with revolving credit facilities, which are recognized as an asset). We classify amortization of deferred financing costs and any premium or discount associated with the issuance of indebtedness as interest expense, and compute amortization by either the interest method or the straight-line method over the term of the applicable issue. See Note 9. Employee benefit plans. Accounting and funding policies for our defined benefit pension and defined contribution retirement plans are described in Note 11. We also provide certain postretirement benefits other than pensions (“OPEB”), consisting of health care and life insurance benefits, to certain U.S. and Canadian retired employees, which are not material. See Note 10. Income taxes. We and our qualifying subsidiaries are members of Contran’s consolidated U.S. federal income tax group (the “Contran Tax Group”). We and certain of our qualifying subsidiaries also file consolidated income tax returns with Contran in various U.S. state jurisdictions. As a member of the Contran Tax Group, we are jointly and severally liable for the federal income tax liability of Contran and the other companies included in the Contran Tax Group for all periods in which we are included in the Contran Tax Group. See Note 17. As a member of the Contran Tax Group, we are a party to a tax sharing agreement which provides that we compute our tax provision for U.S. income taxes on a separate-company basis using the tax elections made by Contran. Pursuant to the tax sharing agreement, we make payments to or receive payments from Contran in amounts we would have paid to or received from the U.S. Internal Revenue Service (“IRS”) or the applicable state tax authority had we not been a member of the Contran Tax Group. We made cash payments for income taxes to Contran of $ 14.2 million in 2023, $ 19.1 million in 2024 and $ 18.5 million in 2025. We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amounts of assets and liabilities, including investments in our subsidiaries and affiliates who are not members of the Contran Tax Group and undistributed earnings of our Chemicals Segment’s non-U.S. subsidiaries which are not deemed to be permanently reinvested. At December 31, 2025, we continue to assert indefinite reinvestment as it relates to our outside basis difference attributable to our Chemicals Segment’s investments in non-U.S. subsidiaries, other than post-1986 undistributed earnings of our Chemicals Segment’s European subsidiaries and all undistributed earnings of our Chemicals Segment’s Canadian subsidiary, which are not subject to permanent reinvestment plans. It is not practical for us to determine the amount of the unrecognized deferred income tax liability related to our investments in our Chemicals Segment’s non-U.S. subsidiaries which are permanently reinvested due to the complexities associated with our organizational structure, changes in the Tax Cuts and Jobs Act (“2017 Tax Act”) and the U.S. taxation of such investments in the states in which we operate. Deferred income tax assets F- 15 ‌ ​ and liabilities for each tax-paying jurisdiction in which we operate are netted and presented as either a noncurrent deferred income tax asset or liability, as applicable. We periodically evaluate our deferred tax assets in the various taxing jurisdictions in which we operate and adjust any related valuation allowance based on the estimate of the amount of such deferred tax assets that we believe does not meet the more-likely-than-not recognition criteria. The 2017 Tax Act imposed a tax on global intangible low-taxed income (“GILTI”). We record GILTI tax as a current period expense when incurred under the period cost method. While our future global operations depend on a number of different factors, we do expect to have future U.S. inclusions in taxable income related to GILTI. We account for the tax effects of a change in tax law as a component of the income tax provision related to continuing operations in the period of enactment, including the tax effects of any deferred income taxes originally established through a financial statement component other than continuing operations (i.e., other comprehensive income (loss)). Changes in applicable income tax rates over time as a result of changes in tax law, or times in which a deferred income tax asset valuation allowance is initially recognized in one year and subsequently reversed in a later year, can give rise to “stranded” tax effects in accumulated other comprehensive income in which the net accumulated income tax expense (benefit) remaining in accumulated other comprehensive income does not correspond to the then-applicable income tax rate applied to the pre-tax amount which resides in accumulated other comprehensive income (loss). As permitted by GAAP, our accounting policy is to remove any such stranded tax effect remaining in accumulated other comprehensive income, by recognizing an offset to our provision for income taxes related to continuing operations, only at the time when there is no remaining pre-tax amount in accumulated other comprehensive income. For accumulated other comprehensive income related to currency translation, this would occur only upon the sale or complete liquidation of one of our Chemicals Segment’s non-U.S. subsidiaries. For defined pension benefit plans and OPEB plans, this would occur whenever one of our subsidiaries which previously sponsored a defined benefit pension or OPEB plan had terminated such a plan and had no future obligation or plan asset associated with such a plan (such as in 2025 when our U.S. pension plan was terminated). We record a reserve for uncertain tax positions (“UTPs”) for tax positions where we believe it is more-likely-than-not our position will not prevail with the applicable tax authorities. The amount of the benefit associated with our UTPs that we recognize is limited to the largest amount for which we believe the likelihood of realization is greater than 50 %. We accrue penalties and interest on the difference between tax positions taken on our tax returns and the amount of benefit recognized for financial reporting purposes. We classify our reserves for uncertain UTPs in a separate current or noncurrent liability, depending on the nature of the tax position. See Note 14. Environmental remediation and related costs. We record liabilities related to environmental remediation and related costs when estimated future expenditures are probable and reasonably estimable. We adjust these accruals as further information becomes available to us or as circumstances change. We generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the ultimate payout. We recognize any recoveries of remediation costs from other parties when we deem their receipt to be probable. We expense any environmental remediation related legal costs as incurred. See Note 18. Revenue recognition. Chemicals and Component Products Segments – Our sales involve single performance obligations to ship our products pursuant to customer purchase orders. In some cases, the purchase order is supported by an underlying master sales agreement, but our purchase order acceptance generally evidences the contract with our customer by specifying the key terms of product and quantity ordered, price and delivery and payment terms. In accordance with ASC 606, Revenue from Contracts with Customers , we record revenue when we satisfy our performance obligations to our customers by transferring control of our products to them, which generally occurs at point of shipment or upon delivery. Such transfer of control is also evidenced by transfer of legal title and other risks and rewards of ownership (giving the customer the ability to direct the use of, and obtain substantially all of the benefits of, the product), and our customers becoming obligated to pay us and it is probable we will receive payment. In certain arrangements we provide shipping and handling activities after the transfer of control to our customer (e.g., when control transfers prior to delivery). In such arrangements shipping and handling are considered fulfillment activities, and accordingly, such costs are accrued when the related revenue is recognized. Sales arrangements with our Chemicals Segment’s consignment customers occur when its product is shipped to a consignment customer location but our Chemicals Segment maintains control until the product is used in the customer’s manufacturing process. In these instances, our Chemicals Segment recognizes revenue F- 16 ‌ ​ when the consignment customer uses its product, as control of its product has not passed to the customer until that time and all other revenue recognition criteria have been satisfied. Revenue is recorded in an amount that reflects the net consideration we expect to receive in exchange for our products. Prices for our products are based on terms specified in published list prices and purchase orders, which generally do not include financing components, noncash consideration or consideration paid to our customers. As our standard payment terms are less than one year , we have elected the practical expedient under ASC 606 and we have not assessed whether a contract has a significant financing component. We state sales net of price, early payment and distributor discounts as well as volume rebates (collectively, “variable consideration”). Variable consideration, to the extent present, is recognized as the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period. Differences, if any, between estimates of the amount of variable consideration to which we will be entitled and the actual amount of such variable consideration have not been material in the past. We occasionally receive partial or full consideration from our customers prior to the completion of our performance obligation (shipment of product). We record estimated deferred revenue on the amount to which we are most-likely to be entitled and deferred revenue is recognized into revenue as our performance obligation has been satisfied. Deferred revenue has not been material in the past. We report any tax assessed by a governmental authority that we collect from our customers that is both imposed on and concurrent with our revenue-producing activities (such as sales, use, value added and excise taxes) on a net basis (meaning we do not recognize these taxes either in our revenues or in our costs and expenses). Frequently, we receive orders for products to be delivered over dates that may extend across reporting periods. We invoice for each delivery upon shipment and recognize revenue for each distinct shipment when all sales recognition criteria for that shipment have been satisfied. As scheduled delivery dates for these orders are within a one year period, under the optional exemption provided by ASC 606, we do not disclose sales allocated to future shipments of partially completed contracts. Real Estate Management and Development Segment – Our revenues are primarily related to efforts to develop certain real estate in Henderson, Nevada, including approximately 2,100 acres zoned for residential/planned community purposes. Contracts for land sales are negotiated on an individual basis, involve single performance obligations, and generally require us to complete property development and improvements after title passes to the buyer and we have received all or a substantial portion of the selling price. We recognize land sales revenue associated with the residential/planned community over time using cost-based input methods. Land sales associated with the residential/planned community have variable consideration components which are based on a percentage of the builder’s ultimate selling price of a residential housing unit to their customer (ranging from 2.5 % to 3.5 % of such sales price). The amount we recognize when a parcel is sold to a home builder is the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period. By recognizing revenue over time using cost-based input methods, revenues (including variable consideration) and profits are recognized in the same proportion of our progress towards completion of our contractual obligations, with our progress measured by costs incurred as a percentage of total costs estimated to be incurred relative to the parcels sold. Estimates of total costs expected to be incurred require significant management judgment, and the amount of revenue and profits that have been recognized to date are subject to revisions throughout the development period. The impact on the amount of revenue recognized resulting from any future change in the estimate of total costs estimated to be incurred would be accounted for prospectively in accordance with GAAP. We record estimated deferred revenue on the amount to which we are most-likely to be entitled and deferred revenue is recognized into revenue as the housing units are sold. Selling, general and administrative expenses; shipping and handling costs; advertising costs; research and development costs. Selling, general and administrative expenses include costs related to marketing, sales, distribution, shipping and handling, research and development, legal, environmental remediation and administrative functions such as accounting, treasury and finance, and include costs for salaries and benefits not associated with our manufacturing process, travel and entertainment, promotional materials and professional fees. Shipping and handling costs of our Chemicals Segment were approximately $ 101 million in 2023, $ 115 million in 2024 and $ 126 million in 2025. Shipping and handling costs of our Component Products Segment are not material. We expense advertising and research and development costs F- 17 ‌ ​ as incurred. Advertising costs were approximately $ 2 million in each of 2023, 2024 and 2025. Research and development costs were approximately $ 18 million in 2023, $ 14 million in 2024 and $ 17 million in 2025. Note 2 – Business and geographic segments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % controlled at Business segment ​ Entity ​ December 31, 2025 Chemicals Kronos 81 % ​ Component products CompX 87 % ​ Real estate management and development BMI and LandWell 63 % - 77 % ​ ​ Our control of Kronos includes 50 % we hold directly and 31 % held directly by NL. We own 83 % of NL. Our control of CompX is through NL. We own 63 % of BMI. Our control of LandWell includes the 27 % we hold directly and 50 % held by BMI. We are organized based upon our operating subsidiaries. Each operating segment is separately managed, and each operating segment represents a strategic business unit offering different products. Our chief operating decision maker (“CODM”) is our President and CEO. Our CODM is responsible for determining how to allocate resources and assessing performance. The CODM evaluates segment performance based on each segment’s operating income (loss), which is defined as income (loss) before income taxes and interest expense, exclusive of certain non-recurring items (such as gains or losses on disposition of business units and other long-lived assets outside the ordinary course of business and certain legal settlements) and certain general corporate income and expense items (including securities transactions gains and losses and interest and dividend income), which are not attributable to the operations of the reportable operating segments. The CODM considers current-period operating income (loss) compared to plan and prior-period on a monthly and/or quarterly basis for evaluating performance of each segment and making decisions about allocating capital and other resources. The accounting policies of the reportable operating segments are the same as those described in Note 1. Segment results we report may differ from amounts separately reported by our various subsidiaries and affiliates due to purchase accounting adjustments and related amortization or differences in how we define operating income (loss). Intersegment sales are not material. Our CODM is not regularly provided financial information related to the assets of the reportable segments, including capital expenditures, and he does not evaluate the reportable segments’ performance or allocate resources to them based on assets. Therefore, total assets by reportable segment are not included in our segment disclosures. We have the following three consolidated reportable operating segments. ● Chemicals – Our Chemicals Segment is operated through our majority control of Kronos. Kronos is a leading global producer and marketer of value-added titanium dioxide pigments (“TiO 2 ”). TiO 2 is used to impart whiteness, brightness, opacity and durability to a wide variety of products, including paints, plastics, paper, fibers and ceramics. Additionally, TiO 2 is a critical component of everyday applications, such as coatings, plastics and paper, as well as many specialty products such as inks, cosmetics and pharmaceuticals. ● Component Products – We operate in the component products industry through our majority control of CompX. 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, custom metal fabricated parts, gauges, throttle controls, trim tabs and related hardware and accessories primarily for the recreational marine and other industries. All CompX production facilities are in the United States. ● Real Estate Management and Development – We operate in real estate management and development through our majority control of BMI and LandWell. BMI and LandWell own real property in Henderson, Nevada. LandWell is engaged in efforts to develop certain land holdings for commercial, industrial and residential purposes in Henderson, Nevada. Prior to 2023, BMI, through wholly-owned subsidiaries, was responsible for the delivery of water to the City of Henderson and various other users and provided utility services to certain industrial customers prior to December 2023. F- 18 ‌ ​ Interest income included in the calculation of segment operating income (loss) is not significant in 2023, 2024 or 2025. Depreciation and amortization related to each reportable operating segment includes amortization of any intangible assets attributable to the segment. Amortization of deferred financing costs and any premium or discount associated with the issuance of indebtedness is included in interest expense. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ ​ 2025 ​ ​ (In millions) Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Chemicals ​ $ 1,666.5 ​ $ 1,887.1 ​ $ 1,859.4 Component products ​ 161.3 ​ 145.9 ​ 158.3 Real estate management and development ​ 93.9 ​ 71.8 ​ 59.3 Total net sales ​ $ 1,921.7 ​ $ 2,104.8 ​ $ 2,077.0 Cost of sales: ​ ​ ​ ​ ​ ​ Chemicals ​ $ 1,502.7 ​ $ 1,530.1 ​ $ 1,648.4 Component products ​ 112.1 ​ 104.6 ​ 110.1 Real estate management and development ​ 61.7 ​ 45.6 ​ 23.1 Total cost of sales ​ $ 1,676.5 ​ $ 1,680.3 ​ $ 1,781.6 Gross margin: ​ ​ ​ ​ ​ ​ Chemicals ​ $ 163.8 ​ $ 357.0 ​ $ 211.0 Component products ​ 49.2 ​ 41.3 ​ 48.2 Real estate management and development ​ 32.2 ​ 26.2 ​ 36.2 Total gross margin ​ $ 245.2 ​ $ 424.5 ​ $ 295.4 Operating income (loss): ​ ​ ​ ​ ​ ​ Chemicals ​ $ ( 41.1 ) ​ $ 138.5 ​ $ ( 24.5 ) Component products ​ 25.4 ​ 17.0 ​ 22.6 Real estate management and development ​ 49.9 ​ 55.2 ​ 65.2 Total operating income ​ 34.2 ​ 210.7 ​ 63.3 General corporate items: ​ ​ ​ ​ ​ ​ Interest income and other ​ ​ 21.3 ​ ​ 22.0 ​ ​ 16.6 Gain on remeasurement of investment in TiO 2 manufacturing joint venture ​ ​ — ​ ​ 64.5 ​ ​ — Gain on remeasurement of earn-out liability ​ ​ — ​ ​ — ​ ​ 4.6 Insurance recoveries ​ ​ .5 ​ ​ 1.4 ​ ​ — Gain on land sales ​ ​ 1.5 ​ ​ .5 ​ ​ — Other components of net periodic pension and OPEB expense ​ ( 11.8 ) ​ ( 2.6 ) ​ ( 32.7 ) Changes in market value of Valhi common stock held by subsidiaries ​ ( 1.7 ) ​ 1.9 ​ ( 2.7 ) General expenses, net ​ ( 35.2 ) ​ ( 4.3 ) ​ ( 35.0 ) Interest expense ​ ( 28.3 ) ​ ( 49.9 ) ​ ( 57.1 ) Income (loss) before income taxes ​ $ ( 19.5 ) ​ $ 244.2 ​ $ ( 43.0 ) ​ Included in the determination of the Chemicals Segment’s operating income (loss) are restructuring costs related to workforce reductions of $ 5.8 million, $ 2.0 million and $ 10.3 million in 2023, 2024 and 2025, respectively, (see Note 20) and a fixed asset impairment related to the write-off of certain costs resulting from a capital project termination of $ 3.8 million recognized in 2023. Included in the determination of the Real Estate Management and Development Segment’s operating income in 2024 is income related to the resolution of the Basic Water Company (“BWC”) bankruptcy filing. See Note 3. Also included in the determination of the Real Estate Management and Development Segment’s operating income are infrastructure reimbursements and land related income. See Notes 7 and 13. F- 19 ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ 2025 ​ ​ (In millions) Depreciation and amortization: ​ ​ ​ ​ ​ ​ Chemicals ​ $ 49.9 ​ $ 62.9 ​ $ 62.7 Component products ​ 4.0 ​ 3.7 ​ 3.7 Real estate management and development ​ .2 ​ .1 ​ — Total ​ $ 54.1 ​ $ 66.7 ​ $ 66.4 ​ Geographic information . We attribute net sales to the place of manufacture (point-of-origin) and the location of the customer (point-of-destination); we attribute property and equipment to their physical location. At December 31, 2024 and 2025 the net assets of our non-U.S. subsidiaries included in consolidated net assets approximated $ 532 million and $ 514 million, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Net sales - point of origin: ​ ​ ​ ​ ​ ​ United States ​ $ 1,284.4 ​ $ 1,396.1 ​ $ 1,390.4 Germany ​ 726.4 ​ 826.6 ​ 839.1 Canada ​ 351.0 ​ 351.5 ​ 289.3 Norway ​ 252.1 ​ 278.6 ​ 250.3 Belgium ​ 217.1 ​ 237.8 ​ 236.7 Eliminations ​ ( 909.3 ) ​ ( 985.8 ) ​ ( 928.8 ) Total ​ $ 1,921.7 ​ $ 2,104.8 ​ $ 2,077.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales - point of destination: ​ ​ ​ ​ ​ ​ North America ​ $ 871.0 ​ $ 914.0 ​ $ 929.0 Europe ​ 738.5 ​ 842.2 ​ 861.8 Other ​ 312.2 ​ 348.6 ​ 286.2 Total ​ $ 1,921.7 ​ $ 2,104.8 ​ $ 2,077.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ (In millions) Net property and equipment: ​ ​ ​ ​ ​ ​ United States ​ $ 40.0 ​ $ 302.1 ​ $ 293.3 Germany ​ 213.0 ​ 190.9 ​ 208.2 Belgium ​ 98.5 ​ 88.6 ​ 95.0 Norway ​ 83.5 ​ 73.6 ​ 81.5 Canada ​ 82.3 ​ 68.2 ​ 73.6 Total ​ $ 517.3 ​ $ 723.4 ​ $ 751.6 ​ ​ F- 20 ‌ ​ Note 3 – Business combinations, dispositions and related transactions: Kronos Worldwide, Inc. Acquisition of Remaining Joint Venture Interest in LPC – Effective July 16, 2024 (“Acquisition Date”), Kronos acquired the 50 % joint venture interest in LPC previously held by Venator Investments, Ltd. (“Venator”). Prior to the acquisition, Kronos held a 50 % joint venture interest in LPC and LPC was operated as a manufacturing joint venture between Kronos and Venator. Kronos acquired the 50 % joint venture interest in LPC for consideration of $ 185 million less a working capital adjustment and an additional earn-out payment of up to $ 15 million. The acquisition was financed through a borrowing of $ 132.1 million under Kronos’ Global Revolver and the remainder paid with cash on hand. In 2025, Kronos merged LPC into Kronos’ wholly-owned subsidiary Kronos Louisiana, Inc. (the combined company is referred to as “Kronos Louisiana”). 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 have been included in our Consolidated Statements of Operations and Cash flows beginning as of the Acquisition Date. Kronos remeasured its existing ownership interest in LPC to its estimated fair value at the Acquisition Date in accordance with ASC 805-10-25, for a business combination achieved in stages (because Kronos previously had an ownership interest in LPC). As a result of such remeasurement, we recognized a pre-tax gain of approximately $ 64.5 million in the third quarter of 2024, representing the difference between the $ 178.2 million estimated fair value of the existing ownership interest in LPC at the Acquisition Date and its aggregate $ 113.7 million carrying value at the Acquisition Date. Such pre-tax gain is disclosed as gain on remeasurement of investment in TiO 2 manufacturing joint venture and is included in cost and other expense (income) in our Consolidated Statement of Operations. The estimated fair value of the earn-out as of December 31, 2024 was $ 4.3 million and is included in noncurrent liabilities on the Consolidated Balance Sheet and is the line item captioned earn-out liability in Note 10. The earn-out liability is remeasured at fair value at each reporting date. During the third quarter of 2025, management determined that it was no longer probable the thresholds required to trigger payment of the earn-out would be achieved. As a result, the fair value of the earn-out liability was reduced to zero, resulting in the recognition of a non-cash gain of $ 4.6 million, which is disclosed as gain on remeasurement of earn-out liability in our Consolidated Statement of Operations. The following table summarizes the aggregate fair value of the consideration transferred to gain control of LPC, the current estimate for the fair value of Kronos’ existing ownership interest in LPC and the amounts assigned to the identifiable assets acquired and liabilities assumed at the Acquisition Date. Our final purchase price allocation indicated below was based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using independent third-party appraiser valuation techniques including income, cost, and market approaches. The total consideration was allocated to the assets acquired and liabilities assumed, with the excess of the consideration over the estimated fair value of the net assets acquired recorded as goodwill. Such final purchase price allocation did not change from our previously-reported preliminary purchase price allocation. F- 21 ‌ ​ Based on our analysis of the transaction at Acquisition Date, we recognized the following: ​ ​ ​ ​ ​ Amount ​ (In millions) Consideration: ​ ​ Cash consideration $ 185.0 Working capital adjustment ​ ( 11.0 ) Earn-out liability ​ 4.2 Total fair value of consideration ​ 178.2 ​ ​ ​ Fair value of investment in TiO 2 manufacturing joint venture ​ 178.2 Total $ 356.4 ​ ​ ​ Allocation of purchase price to identifiable assets acquired and liabilities assumed: ​ ​ Cash and cash equivalents $ 21.3 Restricted cash ​ 1.3 Accounts and other receivables, net ​ .2 Inventories, net ​ 82.0 Prepaid expenses and other ​ .6 Other assets ​ 10.7 Property and equipment ​ 268.5 Accounts payable and accrued liabilities ​ ( 21.7 ) Other noncurrent liabilities ​ ( 6.4 ) Deferred tax liability ​ ( 2.7 ) Total net identifiable assets acquired ​ 353.8 Goodwill ​ 2.6 Total $ 356.4 ​ Property and equipment will be depreciated over useful lives of 5 years to 20 years . Goodwill is related to the benefits expected as a result of the acquisition, and of the $ 2.6 million recorded as goodwill, $ .1 million is expected to be deductible for tax purposes. ​ Prior to the Acquisition Date, Kronos and Venator were both required to purchase one-half of the TiO 2 produced by LPC, unless Kronos and Venator agreed otherwise. Because Kronos operated LPC on a break-even basis, it reported no equity in earnings of LPC. Each owner’s acquisition transfer price for its share of the TiO 2 produced was equal to its share of the joint venture’s production costs and interest expense, if any. Kronos’ share of net cost was reported as cost of sales as the related TiO 2 acquired from LPC was sold. Kronos reported distributions it received from LPC, which generally related to excess cash generated by LPC from its non-cash production costs, and contributions Kronos made to LPC, which generally related to cash required by LPC when it built working capital, as part of its cash flows from operating activities in our Consolidated Statements of Cash Flows. The components of our net cash distributions from (contributions to) LPC are shown in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 (1) ​ ​ ​ 2025 ​ ​ (In millions) Distributions from LPC ​ $ 52.8 ​ $ 31.2 ​ $ — Contributions to LPC ​ ( 49.7 ) ​ ( 33.9 ) ​ — Net distributions (contributions) ​ $ 3.1 ​ $ ( 2.7 ) ​ $ — (1) Reflects distributions and contributions from/to LPC prior to the Acquisition Date. F- 22 ‌ ​ Other – Kronos Kronos’ board of directors has previously authorized the repurchase of up to 2.0 million shares of its common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. Kronos may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, Kronos may terminate the program prior to its completion. Kronos uses cash on hand or other sources of liquidity to acquire the shares. Repurchased shares are added to Kronos’ treasury shares and subsequently cancelled upon approval of the Kronos board of directors. In 2023, Kronos acquired 313,814 shares of its common stock in market transactions for an aggregate purchase price of $ 2.8 million. Kronos made no treasury purchases in 2024 or 2025. At December 31, 2025, 1,017,518 shares are available for repurchase under this stock repurchase program. CompX CompX’s board of directors has previously authorized various repurchases of its Class A common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. CompX may repurchase its common stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, CompX may terminate the program prior to its completion. CompX would generally use cash on hand to acquire the shares. Repurchased shares will be added to CompX’s treasury and cancelled. CompX did not repurchase any shares of its common stock during 2023, 2024 and 2025. At December 31, 2025, 523,647 shares were available for purchase under these authorizations. BMI Prior to 2023, BMI’s wholly-owned subsidiary, BWC, declared bankruptcy and was deconsolidated from our financial statements. In July 2024, the Court approved the closure of the bankruptcy case. Following the case closure, BWC and its wholly owned subsidiary, BWC SPE I, LLC, were dissolved. Remaining cash of approximately $ 2.6 million held by BWC was distributed to BMI. On December 1, 2023, BMI sold its subsidiary Basic Power Company (“BPC”), which provided electricity to four customers located in the industrial park, and its sewer system assets to another of its industrial customers. The sale was for minimal cash consideration and the assumption of liabilities, and upon the closing of the sale we recognized a loss of $ 2.6 million. BMI provided transition services to the purchaser of the businesses for a limited time. With the sale of BPC and the completion of the bankruptcy, we no longer provide services to the industrial park which allows us to focus on land sales and development activity for the residential/planned community. ​ Note 4 – Accounts and other receivables, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Trade accounts receivable: ​ ​ ​ ​ Kronos ​ $ 269.2 ​ $ 270.7 CompX ​ 14.2 ​ 13.8 BMI/LandWell ​ .3 ​ .6 VAT and other receivables ​ 45.9 ​ 32.7 Allowance for doubtful accounts ​ ( 3.9 ) ​ ( 3.9 ) Total ​ $ 325.7 ​ $ 313.9 ​ ​ ​ ​ F- 23 ‌ ​ Note 5 – Inventories, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Raw materials: ​ ​ ​ ​ Chemicals ​ $ 176.9 ​ $ 179.7 Component products ​ 5.6 ​ 5.6 Total raw materials ​ 182.5 ​ 185.3 Work in process: ​ ​ ​ ​ Chemicals ​ 52.5 ​ 47.3 Component products ​ 17.6 ​ 19.9 Total in-process products ​ 70.1 ​ 67.2 Finished products: ​ ​ ​ ​ Chemicals ​ 308.3 ​ 268.7 Component products ​ 5.1 ​ 4.9 Total finished products ​ 313.4 ​ 273.6 Supplies (chemicals) ​ 119.8 ​ 133.7 Total ​ $ 685.8 ​ $ 659.8 ​ ​ Note 6 – Marketable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost or ​ ​ ​ ​ ​ ​ ​ ​ amortized ​ Unrealized ​ ​ Market value ​ cost ​ loss, net ​ ​ (In millions) December 31, 2024: ​ ​ ​ ​ ​ ​ Current assets ​ $ 1.9 ​ $ 1.9 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets ​ $ 5.7 ​ $ 5.7 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025: ​ ​ ​ ​ ​ ​ Current assets ​ $ 2.9 ​ $ 2.9 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets ​ $ 6.1 ​ $ 5.9 ​ $ .2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F- 24 ‌ ​ ​ ​ Fair Value Measurements ​ ​ ​ ​ ​ Quoted ​ Significant ​ ​ ​ ​ ​ Prices in ​ Other ​ ​ ​ ​ ​ Active ​ Observable ​ ​ ​ ​ ​ Markets ​ Inputs ​ ​ ​ ​ Total ​ ​ ​ (Level 1) ​ ​ ​ (Level 2) ​ ​ (In millions) December 31, 2024: ​ ​ ​ ​ ​ ​ Current assets - fixed income securities ​ $ 1.9 ​ $ — ​ $ 1.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets: ​ ​ ​ ​ ​ ​ ​ ​ Fixed income securities ​ $ 3.1 ​ $ — ​ $ 3.1 Mutual funds ​ ​ 2.6 ​ ​ 2.6 ​ — Total ​ $ 5.7 ​ $ 2.6 ​ $ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025: ​ ​ ​ ​ ​ ​ Current assets - fixed income securities ​ $ 2.9 ​ $ — ​ $ 2.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Noncurrent assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed income securities ​ $ 3.2 ​ $ — ​ $ 3.2 Mutual funds ​ ​ 2.9 ​ ​ 2.9 ​ — Total ​ $ 6.1 ​ $ 2.9 ​ $ 3.2 ​ Our marketable securities consist of investments in marketable equity and debt securities. At December 31, 2024 and 2025 our current marketable securities were primarily debt securities invested in U.S. government treasuries. The fair values of our marketable debt securities are either determined using Level 1 inputs (because securities are actively traded) or determined using Level 2 inputs (because although these securities are traded, in many cases, the market is not active and the year-end valuation is generally based on the last trade of the year, which may be several days prior to December 31). Note 7 – Other assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Other assets: ​ ​ ​ ​ Note receivables - OPA ​ $ 91.6 ​ $ 116.1 Operating lease right-of-use assets ​ 20.6 ​ 19.9 IBNR receivables ​ 15.0 ​ 14.8 Land held for development ​ ​ 7.4 ​ ​ — Restricted cash and cash equivalents ​ ​ 5.5 ​ ​ 6.1 Other ​ 21.4 ​ 20.7 Total ​ $ 161.5 ​ $ 177.6 ​ Leases. We enter into various operating leases for manufacturing facilities, land and equipment. Our operating leases are included in operating lease right-of-use assets, current operating lease liabilities and noncurrent operating lease liabilities on our Consolidated Balance Sheets. Also see Note 10. Our Chemicals Segment’s principal German operating subsidiary leases the land under its Leverkusen TiO 2 production facility pursuant to a lease that expires in 2050. The Leverkusen facility itself, which Kronos owns and which represents approximately 28 % of its current TiO 2 production capacity, is located within an extensive manufacturing complex. During 2023, 2024 and 2025, our operating lease expense approximated $ 5.6 million, $ 5.2 million and $ 5.3 million, respectively, (which approximates the amount of cash paid during the period for our operating leases included in F- 25 ‌ ​ the determination of our cash flows from operating activities). During 2023, 2024 and 2025, variable lease expense and short-term lease expense were not material. During 2023, 2024 and 2025, we entered into new operating leases which resulted in the recognition of $ 4.6 million, $ 2.8 million and $ 1.8 million, respectively, in right-of-use operating lease assets and corresponding liabilities on our Consolidated Balance Sheets. At December 31, 2024 and 2025, the weighted average remaining lease term of our operating leases was approximately 14 years and the weighted average discount rate associated with such leases was approximately 6.0 % in each of 2024 and 2025. Such average remaining lease term is weighted based on each arrangement’s lease obligation, and such average discount rate is weighted based on each arrangement’s total remaining lease payments. At December 31, 2025, maturities of our operating lease liabilities were as follows: ​ ​ ​ ​ ​ Years ending December 31, ​ ​ ​ Amount ​ ​ (In millions) 2026 ​ $ 4.8 2027 ​ 3.1 2028 ​ 2.5 2029 ​ 2.1 2030 ​ 1.7 2031 and thereafter ​ 14.6 Total remaining lease payments ​ 28.8 Less imputed interest ​ 8.9 Total lease obligations ​ 19.9 Less current obligations ​ 4.2 Long term lease obligations ​ $ 15.7 ​ With respect to our land lease associated with our Chemical Segment’s Leverkusen facility, we periodically establish the amount of rent for such land lease for periods of at least two years at a time. The lease agreement provides for no formula, index or other mechanism to determine changes in the rent of such land lease; rather, any change in the rent is subject solely to periodic negotiation. As such, we will account for any change in the rent associated with such lease as a lease modification. Of the $ 19.9 million total lease obligations at December 31, 2025, approximately $ 7.6 million relates to our Leverkusen facility land lease. At December 31, 2025, we have no significant lease commitments that have not yet commenced. Note receivables – OPA. Under an Owner Participation Agreement (“OPA”) entered into by LandWell with the Redevelopment Agency of the City of Henderson, Nevada, if LandWell develops certain real property for commercial and residential purposes in a master planned community in Henderson, Nevada, the cost of certain public infrastructure may be reimbursed to us through tax increment. The maximum reimbursement under the OPA is $ 209 million ( $ 170 million for infrastructure reimbursement and interest income capped at $ 39 million), and is subject to, among other things, completing construction of approved qualifying public infrastructure, transferring title of such infrastructure to the City of Henderson, receiving approval from the Redevelopment Agency of the funds expended to be eligible for tax increment reimbursement and the existence of a sufficient property tax valuation base and property tax rates in order to generate tax increment reimbursement funds. We are entitled to receive 75 % of the tax increment generated by the master planned community through the expiration of the Redevelopment Plan, subject to the qualifications and limitations indicated above. The OPA note receivables represent public infrastructure costs previously incurred for which the Redevelopment Agency has provided its approval for tax increment reimbursement but we have not yet received such reimbursement through tax increment receipts, and are evidenced by a promissory note issued to LandWell by the City of Henderson. During 2023, 2024 and 2025, we received approval for additional tax increment reimbursement of $ 25.2 million ($ 4.8 million in the third quarter and $ 20.4 million in the fourth quarter), $ 30.3 million ($ 14.2 million in the third quarter and $ 16.1 million in the fourth quarter), and $ 34.2 million ($ 17.2 million in the second quarter and $ 17.0 million in the third quarter), respectively, which were recognized as other income and are evidenced by a promissory note issued to LandWell by the City of Henderson. The note receivables bear interest at 6 % annually and in 2021, the City of Henderson F- 26 ‌ ​ extended the Redevelopment Plan for an additional 15 years which allows us to collect any remaining amounts due under the OPA through 2051. Any unpaid balances at the end of the agreement are forfeited. See Note 13. Land held for development. The land held for development in 2024 relates to BMI and LandWell and is discussed in Note 1. Other. IBNR receivables relate to certain insurance liabilities, the risk of which we have reinsured with certain third-party insurance carriers. We report the insurance liabilities related to these IBNR receivables which have been reinsured as part of noncurrent accrued insurance claims and expenses. Certain of our insurance liabilities are classified as current liabilities and the related IBNR receivables are classified with prepaid expenses and other on our Consolidated Balance Sheets. See Notes 10 and 17. Note 8 – Goodwill: We test for goodwill impairment at the reporting unit level. We review goodwill for each of our reporting units for impairment during the third quarter of each year. Goodwill is also evaluated for impairment at other times whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. If the carrying amount of the reporting unit’s net assets exceeds its fair value, an impairment charge is recorded for the amount by which such carrying amount exceeds the reporting unit’s fair value (not to exceed the amount of goodwill recognized). In determining the estimated fair value of our Chemicals Segment, we use the income approach method of valuation that includes the discounted cash flow method and the market approach that includes the guideline public company method to determine the fair value of the reporting unit, which represent Level 3 inputs. During 2023, 2024 and 2025 we used the qualitative assessment for the Component Products security products reporting unit’s annual impairment test and determined it was not necessary to perform a quantitative goodwill impairment test. In 2023, 2024 and 2025, no goodwill impairment was indicated as part of our annual impairment review of goodwill. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating segment ​ ​ ​ ​ ​ ​ ​ ​ Component ​ ​ ​ ​ ​ ​ ​ Chemicals ​ ​ ​ Products ​ ​ ​ Total ​ ​ (In millions) Balance at December 31, 2023 ​ $ 352.6 ​ $ 27.1 ​ $ 379.7 LPC Acquisition ​ ​ 2.6 ​ ​ — ​ ​ 2.6 Balance at December 31, 2024 and 2025 ​ $ 355.2 ​ $ 27.1 ​ $ 382.3 ​ Prior to 2023, we recorded an aggregate $ 16.5 million goodwill impairment, mostly with respect to our Component Products Segment. Our consolidated gross goodwill at December 31, 2025 is $ 398.8 million. F- 27 ‌ ​ Note 9 – Long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Valhi: ​ ​ ​ ​ Contran credit facility ​ $ 44.6 ​ $ 23.6 Subsidiary debt: ​ ​ ​ ​ Kronos: ​ ​ ​ ​ Kronos International, Inc. 9.50 % Senior Secured Notes due 2029 ​ 365.4 ​ 503.7 Kronos International, Inc. 3.75 % Senior Secured Notes due 2025 ​ ​ 78.3 ​ ​ — Subordinated, Unsecured Term Loan from Contran ​ ​ 53.7 ​ ​ 53.7 Revolving credit facility ​ ​ 10.0 ​ ​ — LandWell: ​ ​ ​ ​ Note payable to Western Alliance Business Trust ​ 11.4 ​ 10.7 Total subsidiary debt ​ 518.8 ​ 568.1 Total debt ​ 563.4 ​ 591.7 Less current maturities ​ 79.0 ​ .8 Total long-term debt ​ $ 484.4 ​ $ 590.9 ​ Valhi – Contran credit facility – We have an unsecured revolving credit facility with Contran which, as amended, provides for borrowings from Contran of up to $ 125 million. The facility, as amended, bears interest at prime plus 1 % ( 7.75 % at December 31, 2025), and is due on demand, but in any event no earlier than December 31, 2027. The facility contains no financial covenants or other financial restrictions. Valhi pays an unused commitment fee quarterly to Contran on the available balance. The average interest rate on the credit facility for the year ended December 31, 2025 was 7.37 %. During 2025 we had no borrowings and repayments of $ 21.0 million under this facility, and at December 31, 2025 an additional $ 101.4 million was available for borrowings under this facility. Kronos – 9.50 % Senior Secured Notes due 2029 – On February 12, 2024, for certain eligible holders of existing 3.75 % Senior Secured Notes due September 2025 (the “Old Notes”), Kronos International, Inc. (“KII”) executed an exchange of € 325 million principal amount of the outstanding Old Notes for newly issued € 276.174 million aggregate outstanding KII 9.50 % Senior Secured Notes due March 2029 (the “New Notes”) plus additional cash consideration of € 48.75 million ($ 52.6 million). KII did not receive any cash proceeds from the issuance and delivery of the New Notes in connection with the exchange. Kronos also entered into a $ 53.7 million unsecured term loan from Contran Corporation (described below) in connection with the exchange. On July 30, 2024, KII issued an additional € 75 million principal amount of 9.50 % Senior Secured Notes due 2029 (the “Additional New Notes” and together with the New Notes the “ 9.50 % Senior Secured Notes due 2029”). The Additional New Notes are additional notes to the existing € 276.174 million aggregate principal amount of New Notes issued on February 12, 2024. The Additional New Notes were issued at a premium of 107.50 % of their principal amount, plus accrued interest from February 12, 2024, resulting in net proceeds of approximately $ 90 million after fees and estimated expenses. The Additional New Notes are fungible with the New Notes, are treated as a single series with the New Notes and have the same terms as the New Notes, other than their date of issuance and issue price. The proceeds from the Additional New Notes were used to pay down borrowings under the $ 300 million global revolving credit facility (the “Global Revolver”). On September 15, 2025, KII issued an additional € 75 million principal amount of 9.50 % Senior Secured Notes due 2029 (the “Additional Notes”), the proceeds of which were used to refinance the 3.75 % Senior Secured Notes (€ 75 million aggregate principal amount) that matured in September 2025. The Additional Notes were issued as additional notes to the existing € 351.174 million aggregate principal amount of 9.50 % Senior Secured Notes due 2029 issued on February 12, 2024 and July 30, 2024 (the “Existing Notes”). The Additional Notes were issued at a premium of 105.0 % of their principal amount, resulting in net proceeds of approximately $ 90 million after fees and estimated expenses. In connection with the Additional Notes offering, Kronos incurred approximately $ 1.7 million of debt issuance costs. The Additional F- 28 ‌ ​ Notes are fungible with the Existing Notes, are treated as a single series and have the same terms as the Existing Notes, other than their date of issuance and issue price. The 9.50 % Senior Secured Notes due 2029: ● bear interest at 9.50 % per annum, payable semi-annually on March 15 and September 15 of each year, payments began on September 15, 2024 ; ● have a maturity date of March 15, 2029 . Prior to March 15, 2026, Kronos may redeem some or all of the 9.50 % Senior Secured Notes due 2029 at a price equal to 100 % of the principal amount thereof, plus an applicable premium as of the date of the redemption as described in the indenture governing its 9.50 % Senior Secured Notes due 2029 plus accrued and unpaid interest. On or after March 15, 2026, Kronos may redeem the 9.50 % Senior Secured Notes due 2029 at redemption prices ranging from 104.75 % of the principal amount, declining to 100 % on or after March 15, 2028, plus accrued and unpaid interest. In addition, on or before March 15, 2026, Kronos may redeem up to 40 % of the 9.50 % Senior Secured Notes due 2029 with the net proceeds of certain public or private equity offerings at 109.50 % of the principal amount, plus accrued and unpaid interest, provided that following the redemption at least 50 % of the 9.50 % Senior Secured Notes due 2029 remain outstanding . If Kronos or Kronos’ subsidiaries experience certain change of control events, as outlined in the indenture governing our 9.50 % Senior Secured Notes due 2029 , Kronos would be required to make an offer to purchase the 9.50 % Senior Secured Notes due 2029 at 101 % of the principal amount thereof, plus accrued and unpaid interest. Kronos would also be required to make an offer to purchase a specified portion of the 9.50 % Senior Secured Notes due 2029 at par value, plus accrued and unpaid interest, in the event that Kronos and its subsidiaries generate a certain amount of net proceeds from the sale of assets outside the ordinary course of business, and such net proceeds are not otherwise used for specified purposes within a specified time period as described in the indenture governing Kronos’ 9.50 % Senior Secured Notes due 2029; ● are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Kronos Worldwide, Inc. and each of our direct and indirect domestic, wholly-owned subsidiaries; ● are collateralized by a first priority lien on (i) 100 % of the common stock or other ownership interests of each existing and future direct domestic subsidiary of KII and the guarantors, and (ii) 65 % of the voting common stock or other ownership interests and 100 % of the non-voting common stock or other ownership interests of each non-U.S. subsidiary that is directly owned by KII or any guarantor; ● contain a number of covenants and restrictions which, among other things, restrict Kronos’ ability to incur or guarantee additional debt, incur liens, pay dividends or make other restricted payments, or merge or consolidate with, or sell or transfer substantially all of our assets to, another entity, and contain other provisions and restrictive covenants customary in lending transactions of this type (however, there are no ongoing financial maintenance covenants); and ● contain customary default provisions, including a default under any of Kronos’ other indebtedness in excess of $ 50.0 million. At December 31, 2025, the carrying value of Kronos’ 9.50 % Senior Secured Notes due 2029 (€ 426.174 million aggregate principal amount outstanding) was $ 503.7 million and is stated net of $ 9.0 million of unamortized premium and $ 6.9 million of unamortized debt issuance costs. In the first quarter of 2024 Kronos recognized a non-cash pre-tax interest charge of $ 1.5 million included in interest expense related to the write-off of the deferred financing costs. 3.75 % Senior Secured Notes due 2025 – Kronos’ 3.75 % Senior Secured Notes due 2025 (€ 75 million aggregate principal amount) were repaid in September 2025 with proceeds from the Additional Notes offering, as described above. Subordinated, Unsecured Term Loan from Contran – As part of the refinancing of a majority of Kronos’ Old Notes discussed above, Kronos borrowed $ 53.7 million (€ 50.0 million) from Contran through the issuance of an unsecured, subordinated term promissory note dated February 12, 2024 (the “Contran Term Loan”). The Contran Term Loan is guaranteed by certain of Kronos’ domestic wholly-owned subsidiaries. Kronos’ obligations under the Contran F- 29 ‌ ​ Term Loan, and the obligations of the guarantors under the related guaranties, are unsecured and subordinated in right of payment to our Senior Secured Notes and our Global Revolver. Interest on the Contran Term Loan is payable in cash. Subsequent to the issuance of the Additional New Notes the Contran Term Loan was amended in August 2024 to change the interest rate from 11.5 % (which had been determined by adding an additional spread of 2 % to the final interest rate on the New Notes issued in February 2024) to 9.54 % (determined by adding a spread of 2 % to the effective interest rate of the Additional New Notes issued in July 2024). In each case, the spread used to determine the rate was based upon comparable debt transactions at the time of the issuance of the applicable notes. The Contran Term Loan matures on demand (but no earlier than September 2029), is not subject to any amortization payments and is prepayable at par beginning in March 2026. The restrictive covenants in the Contran Term Loan are substantially similar to those contained in the indenture governing Kronos’ 9.50 % Senior Secured Notes due 2029. In accordance with Kronos’ related party transaction policy, the audit committee of Kronos’ board of directors, comprised of the independent directors, approved the terms and conditions of the original Contran Term Loan and its amendment in August 2024. Revolving credit facility – Effective July 17, 2024, Kronos completed an amendment to its Global Revolver (the “Second Amendment”). Among other things, the Second Amendment increased the maximum borrowing amount from $ 225 million to $ 300 million, extended the maturity date to July 2029 and expanded the agreement to include LPC and LPC’s receivables and certain of its inventories in the borrowing base. Effective July 17, 2025, Kronos completed an amendment to its Global Revolver (the “Fourth Amendment”). Among other things, the Fourth Amendment increased the maximum borrowing amount from $ 300 million to $ 350 million and increased the Belgian and German sub-limits from € 30 million and € 60 million to € 55 million and € 85 million, respectively, allowing greater access to Euro denominated borrowings. The maturity date of the Global Revolver remains July 2029. Available borrowings are based on formula-determined amounts of eligible trade receivables and inventories, as defined in the agreement, less any borrowings outstanding and outstanding letters of credit issued under the Global Revolver. Borrowings by Kronos’ Canadian, Belgian and German subsidiaries are limited to U.S. $ 35 million, € 55 million and € 85 million, respectively. Any amounts outstanding under the Global Revolver bear interest, at Kronos’ option, at the applicable non-base rate (SOFR, adjusted CORRA or EURIBOR, depending on the currency of the borrowing) plus a margin ranging from 1.5 % to 2.0 % , or at the applicable base rate, as defined in the agreement, plus a margin ranging from .5 % to 2.0 % . U.S. Dollar or Canadian Dollar non-base rate loans, as well as euro non-base rate and euro base rate loans are subject to a 0.25 % floor, plus the applicable margin. The Global Revolver is collateralized by, among other things, a first priority lien on the borrowers’ trade receivables and inventories. The facility contains a number of covenants and restrictions customary in lending transactions of this type which, among other things, restrict the borrowers’ ability to incur additional debt, incur liens, pay additional dividends or merge or consolidate with, or sell or transfer all or substantially all of their assets to another entity and, under certain conditions, requires the maintenance of a fixed charge coverage ratio, as defined in the agreement, of at least 1.0 to 1.0. During 2025, Kronos borrowed $ 648.2 million and repaid $ 658.2 million under its Global Revolver. The average interest rate on outstanding borrowings for 2025 was 5.6 %, The borrowing base calculated as of December 31, 2025 was approximately $ 251 million. Other – In December 2019, LandWell entered into the $ 15.0 million loan agreement with Western Alliance Business Trust. The agreement requires semi-annual payments of principal and interest on April 15 and October 15 aggregating $ 1.3 million annually beginning on April 15, 2020 through the maturity date in April 2036 and is payable from the tax increment reimbursement funds received under the OPA. The agreement bears interest at a fixed 4.76 % rate and is collateralized by all tax increment reimbursement funds LandWell receives under the OPA. See Note 7. F- 30 ‌ ​ Aggregate maturities of long-term debt – Aggregate maturities of debt at December 31, 2025 are presented in the table below. ​ ​ ​ ​ Years ending December 31, ​ ​ ​ Amount ​ ​ (In millions) Gross amounts due each year: ​ ​ 2026 ​ $ .8 2027 ​ 24.5 2028 ​ .9 2029 ​ 556.3 2030 ​ 1.0 2031 and thereafter ​ 6.2 Subtotal ​ ​ 589.7 Net amounts representing original issue premium and debt issuance costs ​ 2.0 Total long-term debt ​ $ 591.7 We are in compliance with all of our debt covenants at December 31, 2025. Note 10 – Accounts payable and accrued liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Accounts payable: ​ ​ ​ ​ Kronos ​ $ 232.4 ​ $ 224.0 CompX ​ 3.7 ​ 2.7 BMI/LandWell ​ 8.0 ​ 2.6 Distributions payable to noncontrolling interest ​ 5.9 ​ 2.0 Total ​ $ 250.0 ​ $ 231.3 ​ ​ ​ ​ ​ ​ ​ Current accrued liabilities: ​ ​ ​ ​ ​ ​ Employee benefits ​ $ 37.8 ​ $ 38.0 Accrued development costs ​ ​ 30.0 ​ ​ 25.2 Deferred income ​ ​ 28.2 ​ ​ 25.9 Accrued sales discounts and rebates ​ 27.6 ​ 25.1 Interest ​ 11.4 ​ 14.2 Accrued severance cost ​ ​ .9 ​ ​ 8.8 Operating lease liabilities ​ 3.5 ​ 4.2 Other ​ 59.7 ​ 57.2 Total ​ $ 199.1 ​ $ 198.6 ​ ​ ​ ​ ​ ​ ​ Noncurrent accrued liabilities: ​ ​ ​ ​ Accrued development costs ​ $ 26.8 ​ $ 16.1 Operating lease liabilities ​ 17.1 ​ 15.7 Insurance claims and expenses ​ 16.6 ​ 16.1 Deferred income ​ ​ 11.8 ​ ​ 2.9 Asset retirement obligations ​ ​ 14.3 ​ ​ 14.7 Other postretirement benefits ​ ​ 6.7 ​ ​ 6.4 Employee benefits ​ 4.5 ​ 4.6 Earn-out liability ​ ​ 4.3 ​ ​ — Other ​ .6 ​ .5 Total ​ $ 102.7 ​ $ 77.0 ​ F- 31 ‌ ​ The risks associated with certain of our accrued insurance claims and expenses have been reinsured, and the related IBNR receivables are recognized as noncurrent assets to the extent the related liability is classified as a noncurrent liability. See Note 7. See Note 3 for additional details related to the acquisition earn-out liability. See Note 20 for additional information related to the accrued severance costs. Note 11 – Defined contribution and defined benefit retirement plans: Defined contribution plans. Certain of our subsidiaries maintain various defined contribution pension plans for our employees worldwide. Defined contribution plan expense approximated $ 8.2 million in 2023, $ 7.7 million in 2024 and $ 8.4 million in 2025. Defined benefit plans. Kronos sponsors various defined benefit pension plans worldwide. NL previously maintained a defined benefit pension plan in the U.S., in which Kronos and NL both participate. The benefits under our defined benefit plans are based upon years of service and employee compensation. Our funding policy is to contribute annually the minimum amount required under ERISA (or equivalent foreign) regulations plus additional amounts as we deem appropriate. We recognize an asset or liability for the over or under funded status of each of our individual defined benefit pension plans on our Consolidated Balance Sheets. Changes in the funded status of these plans are recognized either in net income, to the extent they are reflected in periodic benefit cost, or through other comprehensive income (loss). As a result of the LPC acquisition in July 2024 (see Note 3), Kronos acquired the LPC defined benefit pension plan, which had a net pension asset of $ 10.6 million on the Acquisition Date. Prior to the LPC acquisition, LPC’s defined benefit pension plan had been frozen for all employees with benefits based on years of service and employee compensation. Effective December 31, 2024, the LPC defined benefit pension plan was merged into the NL U.S. defined benefit pension plan. The U.S. pension plan NL administered has been closed to new participants since 1996 with existing participants no longer accruing any additional benefits after that date. In accordance with applicable U.S. pension regulations, effective June 30, 2025, NL began the process of terminating the pension plan, which includes the purchase of annuity contracts from third-party insurance companies for the purpose of distributing benefits to plan participants. The annuity contracts were purchased on December 16, 2025, from “A” rated third-party insurance companies in settlement of all remaining obligations to the pension plan participants. The annuity purchase was funded with existing plan assets. In connection with the settlement, we recognized a non-cash settlement loss of approximately $ 28.7 million which is included in other components of net periodic pension and OPEB costs in our Consolidated Statements of Operations. This charge represents the previously unrecognized actuarial losses and prior service costs that were accumulated in other comprehensive loss. As a result of the U.S. plan settlement, we are entitled to surplus U.S. pension assets totaling approximately $ 9 million. Following the settlement, the surplus U.S. pension assets will be used, as permitted by the applicable regulations, to fund obligations associated with our Chemicals Segment’s U.S. defined contribution profit sharing plan. Such surplus assets are included in pension assets on our Consolidated Balance Sheet. We previously maintained a defined benefit pension plan in the United Kingdom (U.K.) related to a former disposed U.K. business unit. In accordance with applicable U.K. pension regulations, we entered into an agreement in March 2021 for the bulk annuity purchase, or “buy-in”, with a specialist insurer of defined benefit pension plans. Following the buy-in, individual policies replaced the bulk annuity policy in a “buy-out” which was completed as of May 1, 2023. The buy-out was completed with existing plan funds. At the completion of the buy-out, the assets and liabilities of the U.K. pension plan were removed from our Consolidated Financial Statements and a non-cash pension plan termination loss of $ 6.2 million was recognized in the second quarter of 2023. F- 32 ‌ ​ We expect to contribute the equivalent of approximately $ 17 million to all of our defined benefit pension plans during 2026. Benefit payments to plan participants out of plan assets are expected to be the equivalent of: ​ ​ ​ ​ ​ Years ending December 31, ​ ​ ​ Amount ​ ​ (In millions) 2026 ​ $ 26.2 2027 ​ 28.3 2028 ​ 32.2 2029 ​ ​ 31.7 2030 ​ 31.6 Next 5 years ​ ​ 154.4 ​ The funded status of our U.S. defined benefit pension plans, including the acquired LPC plan, is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Change in projected benefit obligations ("PBO"): ​ ​ ​ ​ ​ ​ Balance at beginning of the year ​ $ 42.7 ​ $ 65.2 Interest cost ​ 2.7 ​ 3.4 Actuarial (gains) losses ​ ( 3.1 ) ​ 2.4 Benefits paid ​ ( 4.6 ) ​ ( 5.3 ) Acquisition ​ ​ 27.5 ​ ​ — Settlement ​ ​ — ​ ​ ( 65.6 ) Balance at end of the year ​ $ 65.2 ​ $ .1 ​ ​ ​ ​ ​ ​ ​ Change in plan assets: ​ ​ ​ ​ ​ ​ Fair value at beginning of the year ​ $ 40.3 ​ $ 75.7 Actual return on plan assets ​ .4 ​ 3.3 Employer contributions ​ 1.5 ​ — Benefits paid ​ ( 4.6 ) ​ ( 5.3 ) Acquisition ​ ​ 38.1 ​ ​ — Settlement ​ ​ — ​ ​ ( 64.7 ) Fair value at end of the year ​ $ 75.7 ​ $ 9.0 Funded status ​ $ 10.5 ​ $ 8.9 ​ ​ ​ ​ ​ ​ ​ Amounts recognized in the Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ Noncurrent pension asset ​ $ 10.7 ​ $ 9.0 Accrued pension costs: ​ ​ ​ ​ ​ ​ Current ​ ​ ( .1 ) ​ ​ ( .1 ) Noncurrent ​ ​ ( .1 ) ​ ​ — Total ​ 10.5 ​ 8.9 Accumulated other comprehensive loss - actuarial losses ​ 28.5 ​ — Total ​ $ 39.0 ​ $ 8.9 ​ ​ ​ ​ ​ ​ ​ Accumulated benefit obligations ("ABO") ​ $ 65.2 ​ $ .1 ​ F- 33 ‌ ​ The components of our net periodic defined benefit pension cost for U.S. plans are presented in the table below. The amounts shown below for the amortization of recognized actuarial losses for 2023, 2024 and 2025 were recognized as components of our accumulated other comprehensive income (loss) at December 31, 2022, 2023 and 2024, respectively, net of deferred income taxes and noncontrolling interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Net periodic pension cost for U.S. plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest cost ​ $ 2.2 ​ $ 2.7 ​ $ 3.4 Expected return on plan assets ​ ( 1.9 ) ​ ( 3.2 ) ​ ( 3.6 ) Recognized net actuarial losses ​ 2.0 ​ 1.9 ​ 1.4 Settlements ​ ​ — ​ ​ — ​ ​ 28.7 Total ​ $ 2.3 ​ $ 1.4 ​ $ 29.9 ​ Information concerning our U.S. defined benefit pension plans (for which the ABO of all of the plans exceeds the fair value of plan assets as of the indicated date) is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Plans for which the ABO exceeds plan assets: ​ ​ ​ ​ ​ ​ Projected benefit obligations ​ $ .1 ​ $ .1 Accumulated benefit obligations ​ .1 ​ .1 ​ The discount rate assumptions used in determining the actuarial present value of the benefit obligation for our U.S. defined benefit pension plans as of December 31, 2024 was 5.5 %. The impact of assumed increases in future compensation levels does not have an effect on the benefit obligation as the plans are frozen with regards to compensation. The weighted-average rate assumptions used in determining the net periodic pension cost for our U.S. defined benefit pension plans for 2023, 2024 and 2025 are presented in the table below. The impact of assumed increases in future compensation levels does not have an effect on the periodic pension cost as the plans are frozen with regards to compensation. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Discount rate 5.3 % ​ 5.0 % ​ 5.5 % ​ Long-term return on plan assets 5.0 % ​ 5.0 % ​ 5.0 % ​ ​ Variances from actuarially assumed rates will result in increases or decreases in accumulated pension obligations, pension expense and funding requirements in future periods. F- 34 ‌ ​ The funded status of our non-U.S. defined benefit pension plans is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Change in PBO: ​ ​ ​ ​ ​ ​ Balance at beginning of the year ​ $ 563.7 ​ $ 513.3 Service cost ​ 6.6 ​ 6.0 Interest cost ​ 18.9 ​ 19.9 Participant contributions ​ 1.8 ​ 2.0 Actuarial gains ​ ( 16.2 ) ​ ( 47.7 ) Settlements ​ ​ ( 1.9 ) ​ ​ ( 1.4 ) Change in currency exchange rates ​ ( 36.8 ) ​ 57.8 Benefits paid ​ ( 22.8 ) ​ ( 24.5 ) Balance at end of the year ​ $ 513.3 ​ $ 525.4 ​ ​ ​ ​ ​ ​ ​ Change in plan assets: ​ ​ ​ ​ ​ ​ Fair value at beginning of the year ​ $ 422.6 ​ $ 404.9 Actual return on plan assets ​ 20.0 ​ 13.9 Employer contributions ​ 14.9 ​ 15.9 Participant contributions ​ 1.8 ​ 2.0 Settlements ​ ​ ( 1.9 ) ​ ​ ( 1.4 ) Change in currency exchange rates ​ ( 29.7 ) ​ 45.1 Benefits paid ​ ( 22.8 ) ​ ( 24.5 ) Fair value at end of the year ​ $ 404.9 ​ $ 455.9 Funded status ​ $ ( 108.4 ) ​ $ ( 69.5 ) ​ ​ ​ ​ ​ ​ ​ Amounts recognized in the Consolidated Balance Sheets: ​ ​ ​ ​ ​ ​ Noncurrent pension asset ​ $ 9.1 ​ $ 11.4 Noncurrent accrued pension costs ​ ( 117.5 ) ​ ( 80.9 ) Total ​ ( 108.4 ) ​ ( 69.5 ) Accumulated other comprehensive loss: ​ ​ ​ ​ ​ ​ Actuarial losses ​ 88.8 ​ 44.9 Prior service cost ​ .3 ​ .3 Total ​ $ 89.1 ​ $ 45.2 ​ ​ ​ ​ ​ ​ ​ ABO ​ $ 499.7 ​ $ 514.1 ​ The total net underfunded status of our non-U.S. defined benefit pension plans decreased from $ 108.4 million at December 31, 2024 to $ 69.5 million at December 31, 2025 due to the change in our plan assets during 2025 exceeding the change in our PBO during 2025. The increase in our plan assets in 2025 was primarily attributable to favorable currency fluctuations (primarily from the weakening of the U.S. dollar relative to the euro). The increase in our PBO in 2025 was primarily attributable to favorable currency fluctuations, primarily from the weakening of the U.S. dollar relative to the euro, somewhat offset by higher actuarial gains due primarily to the increase in discount rates for all of our non-U.S. plans from the end of 2024. The components of our net periodic pension benefit cost for our non-U.S. plans are presented in the table below. The amounts shown below for the amortization of prior service cost and recognized net actuarial losses for 2023, 2024 and 2025 were recognized as components of our accumulated other comprehensive income (loss) at December 31, 2022, 2023 and 2024, respectively, net of deferred income taxes and noncontrolling interest. ​ F- 35 ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Net periodic pension cost for non-U.S. plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Service cost ​ $ 6.3 ​ $ 6.6 ​ $ 6.0 Interest cost ​ 19.8 ​ 18.9 ​ 19.9 Expected return on plan assets ​ ( 18.3 ) ​ ( 19.9 ) ​ ( 19.2 ) Recognized net actuarial losses ​ 1.8 ​ 1.9 ​ 1.7 Amortization of prior service cost ​ — ​ .1 ​ .1 Settlements ​ 6.5 ​ .4 ​ .3 Total ​ $ 16.1 ​ $ 8.0 ​ $ 8.8 ​ Information concerning certain of our non-U.S. defined benefit pension plans (for which the ABO exceeds the fair value of plan assets as of the indicated date) is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Plans for which the ABO exceeds plan assets: ​ ​ ​ ​ ​ ​ Projected benefit obligations ​ $ 397.1 ​ $ 429.4 Accumulated benefit obligations ​ 387.1 ​ 421.5 Fair value of plan assets ​ 279.5 ​ 348.2 ​ The key actuarial assumptions used to determine our non-U.S. benefit obligations as of December 31, 2024 and 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2024 ​ ​ ​ 2025 Discount rate ​ 3.6 % ​ 4.3 % Increase in future compensation levels ​ 2.8 % ​ 2.8 % A summary of our key actuarial assumptions used to determine non-U.S. net periodic benefit cost for 2023, 2024 and 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ 2025 Discount rate ​ 3.9 % ​ 3.4 % ​ 3.6 % Increase in future compensation levels ​ 2.7 % ​ 2.7 % ​ 2.8 % Long-term return on plan assets ​ 4.6 % ​ 4.9 % ​ 4.5 % ​ Variances from actuarially assumed rates will result in increases or decreases in accumulated pension obligations, pension expense and funding requirements in future periods. The amounts shown for all of our periodic defined benefit plans for actuarial losses and prior service cost at December 31, 2024 and 2025 have not been recognized as components of our periodic defined benefit pension cost as of those dates. These amounts will be recognized as components of our periodic defined benefit cost in future years. These amounts, net of deferred income taxes and noncontrolling interest, are recognized in our accumulated other comprehensive income (loss) at December 31, 2024 and 2025. We expect approximately $ 1.7 million and $ .1 million of the unrecognized actuarial losses and prior service cost, respectively, will be recognized as components of our periodic defined benefit pension cost in 2026. The table below details the changes in other comprehensive income (loss) during 2023, 2024 and 2025. ​ F- 36 ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ (In millions) Changes in plan assets and benefit obligations recognized in other comprehensive income (loss): ​ ​ ​ ​ ​ ​ Net actuarial gains (losses) ​ $ ( 25.5 ) ​ $ 16.0 ​ $ 39.0 Amortization of unrecognized: ​ ​ ​ ​ ​ ​ Net actuarial losses ​ 3.8 ​ 3.7 ​ 3.1 Prior service cost ​ — ​ .1 ​ .1 Settlement loss ​ 6.5 ​ .4 ​ 29.0 Total ​ $ ( 15.2 ) ​ $ 20.2 ​ $ 71.2 ​ In determining the expected long-term rate of return on plan asset assumptions, we consider the long-term asset mix (e.g., equity vs. fixed income) for the assets for each of our plans and the expected long-term rates of return for such asset components. In addition, we receive third-party advice about appropriate long-term rates of return. Such assumed asset mixes are summarized below: ● In Germany, the composition of our plan assets is established to satisfy the requirements of the German insurance commissioner. Our German pension plan assets represent an investment in a large collective investment fund established by Bayer AG and maintained by a mutual insurance association in which several pension plans, including our German pension plans and Bayer’s pension plans, have invested. Our plan assets represent a very nominal portion of the total collective investment fund. These plan assets are a Level 3 in the fair value hierarchy because there is not an active market that approximates the value of our investment. We estimate the fair value of the Bayer plan assets based on periodic reports we receive from the managers of the mutual insurance association and using a model we developed with assistance from our third-party actuary that uses estimated asset allocations and correlates such allocation to similar asset mixes in fund indexes quoted on an active market. We periodically evaluate the results of our valuation model against actual returns from the investment fund and adjust the model as needed. The mutual insurance association periodic reports are subject to audit by the German pension regulator. ● In Canada, we currently have a plan asset target allocation of up to 10 % to equity securities and 90 – 100 % to fixed income securities. We expect the long-term rate of return for such investments to approximate the applicable equity or fixed income index. The Canadian assets are Level 1 inputs because they are traded in active markets. ● In Norway, we currently have a plan asset target allocation of 18 % to equity securities, 63 % to fixed income securities, 14 % to real estate and the remainder primarily to other investments and liquid investments such as money markets. The expected long-term rate of return for such investments is approximately 8 %, 5 % , 7 % and 4 %, respectively. The majority of Norwegian plan assets are Level 1 inputs because they are traded in active markets; however, approximately 14 % of our Norwegian plan assets are invested in real estate and other investments not actively traded and are therefore a Level 3 input. ● In the U.S., during 2025, we converted all of our U.S. plan assets to cash in anticipation of the U.S. plan termination, except for approximately 10 % of our U.S. plan assets that remain, as of December 31, 2025, invested in funds that are valued at net asset value (“NAV”) and, in accordance with ASC 820-10, not subject to classification in the fair value hierarchy. ● We also have plan assets in Belgium. The Belgian plan assets are invested in certain individualized fixed income insurance contracts for the benefit of each plan participant as required by the local regulators and are therefore a Level 3 input. We regularly review our actual asset allocation for each plan, and will periodically rebalance the investments in each plan to more accurately reflect the targeted allocation and/or maximize the overall long-term return when considered appropriate. F- 37 ‌ ​ The composition of our pension plan assets by asset category and fair value level at December 31, 2024 and 2025 is shown in the tables below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Other ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ Assets ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ measured ​ ​ Total ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ at NAV ​ ​ (In millions) Germany ​ $ 264.6 ​ $ — ​ $ — ​ $ 264.6 ​ $ — Canada: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local currency equities ​ 2.8 ​ 2.8 ​ — ​ — ​ — Local currency fixed income ​ 78.1 ​ 78.1 ​ — ​ — ​ — Cash and other ​ .5 ​ .5 ​ — ​ — ​ — Norway: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local currency equities ​ 2.0 ​ 2.0 ​ — ​ — ​ — Non local currency equities ​ 6.9 ​ 6.9 ​ — ​ — ​ — Local currency fixed income ​ 21.1 ​ 3.7 ​ 17.4 ​ — ​ — Non local currency fixed income ​ 4.2 ​ 4.2 ​ — ​ — ​ — Real estate ​ 6.2 ​ — ​ — ​ 6.2 ​ — Cash and other ​ 3.6 ​ 3.4 ​ — ​ .2 ​ — U.S.: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equities ​ 6.7 ​ — ​ — ​ .1 ​ 6.6 Fixed income ​ 30.8 ​ — ​ — ​ — ​ 30.8 Cash and other ​ 38.2 ​ 37.0 ​ — ​ — ​ 1.2 Other ​ 14.9 ​ — ​ — ​ 14.9 ​ — Total ​ $ 480.6 ​ $ 138.6 ​ $ 17.4 ​ $ 286.0 ​ $ 38.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted ​ ​ ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices in ​ Other ​ Significant ​ ​ ​ ​ ​ ​ ​ ​ Active ​ Observable ​ Unobservable ​ Assets ​ ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ measured ​ ​ Total ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ at NAV ​ ​ (In millions) Germany ​ $ 304.9 ​ $ — ​ $ — ​ $ 304.9 ​ $ — Canada: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local currency equities ​ 2.5 ​ 2.5 ​ — ​ — ​ — Local currency fixed income ​ 79.1 ​ 79.1 ​ — ​ — ​ — Cash and other ​ .1 ​ .1 ​ — ​ — ​ — Norway: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local currency equities ​ 2.3 ​ 2.3 ​ — ​ — ​ — Non local currency equities ​ 7.5 ​ 7.5 ​ — ​ — ​ — Local currency fixed income ​ 25.7 ​ 4.7 ​ 21.0 ​ — ​ — Non local currency fixed income ​ 4.8 ​ 4.8 ​ — ​ — ​ — Real estate ​ 7.4 ​ — ​ — ​ 7.4 ​ — Cash and other ​ 4.5 ​ 4.4 ​ — ​ .1 ​ — U.S.: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and other ​ 9.0 ​ 8.0 ​ — ​ — ​ 1.0 Other ​ 17.1 ​ — ​ — ​ 17.1 ​ — Total ​ $ 464.9 ​ $ 113.4 ​ $ 21.0 ​ $ 329.5 ​ $ 1.0 F- 38 ‌ ​ A rollforward of the change in fair value of Level 3 assets follows. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Fair value at beginning of year ​ $ 292.1 ​ $ 286.0 Gain on assets held at end of year ​ 12.8 ​ 13.8 Gain (loss) on assets sold during the year ​ ( .7 ) ​ ( 6.7 ) Assets purchased ​ 1.5 ​ 1.6 Assets sold ​ ( 2.3 ) ​ ( 2.0 ) Currency exchange rate fluctuations ​ ( 17.4 ) ​ 36.8 Fair value at end of year ​ $ 286.0 ​ $ 329.5 ​ Note 12 – Disaggregation of sales: The following table disaggregates the net sales of our Chemicals Segment by place of manufacture (point of origin) and the location of the customer (point of destination), which are the categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ ​ 2024 ​ ​ 2025 ​ ​ (In millions) Net sales - point of origin: ​ ​ ​ ​ ​ ​ United States ​ $ 1,029.2 ​ $ 1,178.4 ​ $ 1,172.9 Germany ​ ​ 726.4 ​ ​ 826.6 ​ ​ 839.1 Canada ​ 351.0 ​ 351.5 ​ 289.3 Norway ​ 252.1 ​ 278.6 ​ 250.3 Belgium ​ 217.1 ​ 237.8 ​ 236.7 Eliminations ​ ( 909.3 ) ​ ( 985.8 ) ​ ( 928.9 ) Total ​ $ 1,666.5 ​ $ 1,887.1 ​ $ 1,859.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales - point of destination: ​ ​ ​ ​ ​ ​ Europe ​ $ 737.8 ​ $ 841.5 ​ $ 861.0 North America ​ 618.1 ​ 698.3 ​ 713.3 Other ​ 310.6 ​ 347.3 ​ 285.1 Total ​ $ 1,666.5 ​ $ 1,887.1 ​ $ 1,859.4 ​ F- 39 ‌ ​ The following table disaggregates the net sales of our Component Products and Real Estate Management and Development Segments by major product line, which are the categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows for these segments are affected by economic factors. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Component Products: ​ ​ ​ ​ ​ ​ Net sales: ​ ​ ​ ​ ​ ​ Security products ​ $ 121.2 ​ $ 115.2 ​ $ 120.7 Marine components ​ 40.1 ​ 30.7 ​ 37.6 Total ​ $ 161.3 ​ $ 145.9 ​ $ 158.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Management and Development: ​ ​ ​ ​ ​ ​ Net sales: ​ ​ ​ ​ ​ ​ Land sales ​ $ 92.6 ​ $ 71.5 ​ $ 59.3 Utility and other ​ 1.3 ​ .3 ​ — Total ​ $ 93.9 ​ $ 71.8 ​ $ 59.3 ​ Note 13 – Other income, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Interest income and other: ​ ​ ​ ​ ​ ​ Interest and dividends $ 21.0 $ 21.8 $ 16.5 Securities transactions, net ​ ​ .3 ​ ​ .2 ​ ​ .1 Total ​ ​ 21.3 ​ ​ 22.0 ​ 16.6 Infrastructure reimbursement ​ 25.5 ​ 31.7 ​ 34.6 Currency transactions, net ​ ​ 1.4 ​ ​ 1.6 ​ ​ 5.4 Insurance recoveries ​ ​ 3.0 ​ ​ 1.4 ​ ​ — Gain on land sales ​ ​ 1.5 ​ ​ .5 ​ ​ — Other, net ​ ​ 2.7 ​ ​ 4.6 ​ ​ 2.5 Total ​ $ 55.4 ​ $ 61.8 ​ $ 59.1 ​ Infrastructure reimbursement – Infrastructure reimbursements related to the OPA are discussed in Note 7. LandWell also has agreements with certain utility providers servicing the Cadence master planned community under which certain costs incurred for the development of utility infrastructure may be reimbursed to LandWell. LandWell received $ .3 million, $ 1.4 million and $ .4 million in 2023, 2024 and 2025, respectively, for past costs incurred. Insurance recoveries – Kronos recognized an aggregate gain of $ 2.5 million in 2023 related to its Hurricane Laura business interruption claim. NL received $ .5 million and $ 1.4 million in insurance recoveries in 2023 and 2024, respectively. NL did no t receive any insurance recoveries in 2025. ​ ​ ​ ​ F- 40 ‌ ​ Note 14 – Income taxes: The provision for income taxes and the difference between such provision for income taxes and the amount that would be expected using the U.S. federal statutory income tax rate are presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ (In millions) Pre-tax income (loss): ​ ​ ​ ​ ​ ​ ​ U.S. ​ $ 53.2 ​ $ 169.8 ​ $ ( 16.6 ) Non-U.S. ​ ( 72.7 ) ​ 74.4 ​ ​ ( 26.4 ) Total ​ $ ( 19.5 ) ​ $ 244.2 ​ $ ( 43.0 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ 2025 ​ ​ (In millions) ​ ​ Amount ​ Percent ​ Amount Percent ​ Amount Percent U.S. federal statutory tax rate ​ $ ( 4.1 ) ​ 21.0 % ​ $ 51.3 21.0 % ​ $ ( 9.0 ) 21.0 % State income taxes, net of federal income tax effect ​ ​ ( .4 ) ​ 2.1 ​ ​ ​ 2.8 ​ 1.2 ​ ​ ​ ( 1.5 ) ​ 3.5 ​ Foreign tax effects: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Germany: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate difference between Germany and U.S. ​ ​ 3.6 ​ ( 18.4 ) ​ ​ ​ ( .4 ) ​ ( .2 ) ​ ​ ​ 2.8 ​ ( 6.5 ) ​ Subnational income taxes ​ ​ ( 7.5 ) ​ 38.9 ​ ​ ​ .8 ​ .3 ​ ​ ​ ( 6.1 ) ​ 14.1 ​ Effect of changes in tax laws enacted in the current period ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ 19.3 ​ ( 45.1 ) ​ Changes in valuation allowance ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ 8.5 ​ ( 20.0 ) ​ Other ​ ​ .5 ​ ( 2.8 ) ​ ​ ​ 3.5 ​ 1.5 ​ ​ ​ 2.3 ​ ( 5.1 ) ​ Belgium ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate difference between Belgium and U.S. ​ ​ ( 2.0 ) ​ 10.2 ​ ​ ​ ( 1.1 ) ​ ( .5 ) ​ ​ ​ ( 1.4 ) ​ 3.2 ​ Changes in valuation allowance ​ ​ — ​ — ​ ​ ​ 8.2 ​ 3.4 ​ ​ ​ 8.6 ​ ( 20.0 ) ​ Other ​ ​ .2 ​ ( .8 ) ​ ​ ​ — ​ — ​ ​ ​ .1 ​ ( .1 ) ​ Canada ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statutory tax rate difference between Canada and U.S. ​ ​ 1.3 ​ ( 6.5 ) ​ ​ ​ .7 ​ .3 ​ ​ ​ .2 ​ ( .5 ) ​ Subnational income taxes ​ ​ ( 2.4 ) ​ 12.4 ​ ​ ​ ( 1.4 ) ​ ( .6 ) ​ ​ ​ ( .4 ) ​ 1.0 ​ Other ​ ​ ( 1.1 ) ​ 5.2 ​ ​ ​ ( .4 ) ​ ( .2 ) ​ ​ ​ ( .4 ) ​ 1.0 ​ Other foreign jurisdictions ​ ​ .7 ​ ( 3.7 ) ​ ​ ​ 1.3 ​ .6 ​ ​ ​ .8 ​ ( 1.9 ) ​ Effect of cross-border tax laws: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incremental tax expense (benefit) on earnings (losses) of subsidiary ​ ​ ( 3.9 ) ​ 20.1 ​ ​ ​ 9.3 ​ 3.8 ​ ​ ​ ( 12.3 ) ​ 28.6 ​ Other ​ ​ ( .4 ) ​ 2.0 ​ ​ ​ 3.3 ​ 1.4 ​ ​ ​ .4 ​ ( .9 ) ​ Changes in valuation allowances ​ ​ — ​ — ​ ​ ​ 2.5 ​ 1.0 ​ ​ ​ 13.2 ​ ( 30.7 ) ​ Changes in unrecognized tax benefits ​ ​ ( .7 ) ​ 3.8 ​ ​ ​ .5 ​ .2 ​ ​ ​ — ​ — ​ Other adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incremental tax expense (benefit) on investment in Kronos ​ ​ ( 5.5 ) ​ 28.4 ​ ​ ​ 4.4 ​ 1.8 ​ ​ ​ ( 7.1 ) ​ 16.5 ​ Incremental tax benefit on investment in BMI/LandWell ​ ​ ( 2.7 ) ​ 13.9 ​ ​ ​ ( 2.6 ) ​ ( 1.1 ) ​ ​ ​ ( .6 ) ​ 1.5 ​ Pension termination ​ ​ — ​ — ​ ​ ​ — ​ — ​ ​ ​ ( 5.5 ) ​ 12.8 ​ Other ​ ​ ( .2 ) ​ .4 ​ ​ ​ .2 ​ — ​ ​ ​ — ​ — ​ Income tax expense (benefit) ​ $ ( 24.6 ) ​ 126.2 % ​ $ 82.9 ​ 33.9 % ​ $ 11.9 ​ ( 27.6 ) % ​ F- 41 ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ (In millions) Components of income tax expense (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Current income tax expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ $ 12.3 ​ $ 13.3 ​ $ 7.1 State ​ ​ .3 ​ ​ .9 ​ ​ ( .1 ) Non-U.S. ​ ​ 13.5 ​ ​ 25.3 ​ ​ 14.4 ​ ​ ​ 26.1 ​ ​ 39.5 ​ ​ 21.4 Deferred income tax expense (benefit) ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ ​ ( 13.6 ) ​ ​ 38.6 ​ ​ ( 22.0 ) State ​ ​ ( 1.2 ) ​ ​ 2.7 ​ ​ ( 1.8 ) Non-U.S. ​ ​ ( 35.9 ) ​ ​ 2.1 ​ ​ 14.3 ​ ​ ​ ( 50.7 ) ​ ​ 43.4 ​ ​ ( 9.5 ) Income tax expense (benefit) ​ $ ( 24.6 ) ​ $ 82.9 ​ $ 11.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive provision for income taxes (benefit) allocable to: ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 24.6 ) ​ $ 82.9 ​ ​ 11.9 Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Currency translation ​ ​ .4 ​ ​ ( 3.9 ) ​ ​ 3.7 Defined benefit pension plans ​ ​ ( 7.6 ) ​ ​ 7.5 ​ ​ 29.9 Other ​ ​ ( .3 ) ​ ​ — ​ ​ .1 Comprehensive income tax expense (benefit) ​ $ ( 32.1 ) ​ $ 86.5 ​ $ 45.6 ​ The amount shown in the preceding table of our income tax rate reconciliation for incremental net tax expense (benefit) on earnings (losses) of subsidiary represents current and deferred U.S. income taxes (or income tax benefit) attributable to one of our Chemicals Segment’s non-U.S. subsidiaries, which subsidiary is treated as a dual resident for U.S. income tax purposes, to the extent the current-year income (losses) of such subsidiary is subject to U.S. income tax under the U.S. dual-resident provisions of the Internal Revenue Code. The amount shown for incremental tax benefit on investment in BMI/LandWell represents current and deferred income taxes associated with distributions and earnings from our investment in BMI and LandWell. BMI and LandWell are not members of our consolidated tax group for federal and state tax purposes although we do hold a controlling interest. Income allocable to non-affiliated equity holders is not taxable to us and results in a net incremental tax benefit. F- 42 ‌ ​ The components of the net deferred income taxes at December 31, 2024 and 2025 are summarized in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ 2025 ​ ​ Assets ​ Liabilities ​ Assets ​ Liabilities ​ ​ (In millions) Tax effect of temporary differences related to: ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ $ — ​ $ ( 69.1 ) ​ $ — ​ $ ( 66.1 ) Lease assets (liabilities) ​ 5.2 ​ ( 5.3 ) ​ 5.0 ​ ( 5.1 ) Accrued pension costs ​ 14.3 ​ — ​ .9 ​ — Accrued environmental liabilities ​ 15.2 ​ — ​ 2.9 ​ — Capitalized research and development costs ​ ​ 6.3 ​ ​ — ​ ​ 8.5 ​ ​ — Other deductible differences ​ 12.0 ​ — ​ 14.7 ​ — Other taxable differences ​ — ​ ( 22.6 ) ​ — ​ ( 20.3 ) Investments in subsidiaries and affiliates ​ 10.1 ​ ( 56.9 ) ​ 7.4 ​ ( 57.0 ) Unrecognized currency gain ​ ​ — ​ ​ ( 16.8 ) ​ ​ — ​ ​ ( 11.1 ) Tax on unremitted earnings of non-U.S. subsidiaries ​ — ​ ( 8.8 ) ​ — ​ ( 7.6 ) Tax loss and tax credit carryforwards ​ 126.6 ​ — ​ 152.9 ​ — Valuation allowance ​ ( 14.1 ) ​ — ​ ( 45.7 ) ​ — Adjusted gross deferred tax assets (liabilities) ​ 175.6 ​ ( 179.5 ) ​ 146.6 ​ ( 167.2 ) Netting of items by tax jurisdiction ​ ( 121.8 ) ​ 121.8 ​ ( 111.4 ) ​ 111.4 Net noncurrent deferred tax asset (liability) ​ $ 53.8 ​ $ ( 57.7 ) ​ $ 35.2 ​ $ ( 55.8 ) ​ We periodically review our deferred tax assets (“DTA”) to determine if a valuation allowance is required. At December 31, 2025, our Chemicals Segment has German corporate and trade net operating loss (“NOL”) carryforwards of $ 510.8 million (DTA of $ 57.2 million) and $ 46.3 million (DTA of $ 5.0 million), respectively; Belgian corporate NOL carryforwards of $ 109.0 million (DTA of $ 27.2 million); and Canadian corporate and provincial NOL carryforwards of $ 30.9 million (DTA of $ 4.6 million) and $ 33.5 million (DTA of $ 3.8 million), respectively. We also have U.S. federal NOL carryforwards of $ 58.1 million (DTA of $ 12.2 million). With regards to our Belgian DTA, we did not have sufficient positive evidence to overcome the significant negative evidence of having twelve quarters of cumulative losses. Accordingly, at December 31, 2024, we concluded that we were required to recognize a non-cash deferred income tax asset valuation allowance of $ 8.2 million under the more-likely-than-not recognition criteria with respect to our Belgian DTA. During 2025, we recognized an aggregate $ 8.6 million non-cash tax expense as the result of a net increase in such deferred income tax asset valuation allowance with respect to the additional losses recognized by our Belgian operations during 2025. At December 31, 2025, we have concluded no valuation allowance is required to be recognized for our German, U.S., and Canadian DTAs principally because such carryforwards have lengthy carryforward periods (the German and U.S. carryforwards may be carried forward indefinitely) and we currently expect to utilize the remainder of such carryforwards over the long term. Although prior to the complete utilization of such carryforwards, if we were to generate additional losses in our German, U.S., or Canadian operations for an extended period of time, or if applicable laws were to change such that the carryforward periods were more limited, it is possible that we might conclude the benefit of such carryforwards would no longer meet the more-likely-than-not recognition criteria, at which point we would be required to recognize a valuation allowance against some or all of the then-remaining tax benefit associated with the carryforwards. The 2017 Tax Act limited our business interest expense to the sum of our business interest income and 30 % of our adjusted taxable income as defined in the Tax Act. Any business interest expense disallowed as a deduction as a result of the limitation may be carried forward indefinitely. At December 31, 2024 and December 31, 2025, we have recorded deferred tax assets of $ 23.1 million and $ 30.6 million, respectively, for the carryforwards associated with the nondeductible portion of our interest expense and have concluded we are required to recognize a valuation allowance for such deferred tax asset under the more-likely-than-not recognition criteria. During 2025 we recognized a non-cash deferred income tax expense of $ 8.5 million with respect to the valuation allowance recorded on a portion of our additional interest expense carryforwards. F- 43 ‌ ​ We recognize deferred income taxes with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock because the exemption under GAAP to avoid such recognition of deferred income taxes is not available to us. At December 31, 2025, we have recognized a deferred income tax liability with respect to our direct investment in Kronos of $ 49.7 million. There is a maximum amount (or cap) of such deferred income taxes we are required to recognize with respect to our direct investment in Kronos. The maximum amount of such deferred income tax liability we would be required to have recognized (the cap) is $ 153.6 million. During 2025, we recognized a non-cash deferred income tax benefit with respect to our direct investment in Kronos of $ 7.5 million for the decrease in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such decrease related to our equity in Kronos’ net income during such period. We recognized a similar non-cash deferred income tax expense of $ 4.6 million in 2024 and a non-cash deferred income tax benefit of $ 6.4 million in 2023. A portion of the net change with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock during such periods related to our equity in Kronos’ other comprehensive income (loss) items, and the amounts shown in the table above for income tax expense (benefit) allocated to other comprehensive income (loss) items includes amounts related to our equity in Kronos’ other comprehensive income (loss) items. Prior to the enactment of the 2017 Tax Act, the undistributed earnings of our Chemical Segment’s European subsidiaries were deemed to be permanently reinvested (we had not made a similar determination with respect to the undistributed earnings of our Canadian subsidiary). Pursuant to the repatriation tax provisions of the 2017 Tax Act which imposed a one-time repatriation tax on post-1986 undistributed earnings, we recognized current income tax expense of $ 74.1 million and elected to pay such tax in annual installments over an eight-year period. We made our final installment payment of $ 18.6 million in 2025. On December 10, 2024, the Department of the Treasury and the Internal Revenue Service released final currency regulations under §987 and related rules (the “2024 Final Regulations”). The 2024 Final Regulations generally apply to tax years beginning after December 31, 2024, and include transition rules that require us to compute a pretransition gain or loss for currency translation related to the operations, assets and liabilities of our non-U.S. qualified business units. Pursuant to the 2024 Final Regulations, we have calculated a pretransition gain of $ 77.1 million and, accordingly, our income tax expense in 2024 includes a non-cash deferred income tax expense of $ 16.5 million recognized in the fourth quarter. We have elected to amortize such gain into taxable income over a ten-year period beginning in 2025, and accordingly, in 2025 we recorded a current tax expense of $ 1.6 million as a result of such amortization. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA, among other provisions, provides for bonus depreciation of qualified property, permanently modifies the interest expense deduction to use an adjusted taxable income based on a calculation similar to EBITDA and other computational changes, and makes changes to the international tax framework. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBBA did not have a material impact on our 2025 consolidated financial statements, and we are in the process of evaluating the impact to future years as additional provisions take effect. On July 18, 2025, Germany enacted legislation which includes, among other provisions, an additional depreciation allowance for certain fixed assets, improvements to the research and development tax allowance and, starting in 2028, a reduction of the 15 % corporate tax rate by one percentage point in each of five years until the tax rate reaches 10 % in 2032. We recorded a non-cash deferred tax expense of $ 19.3 million in the third quarter to reduce our net German deferred tax asset as a result of the reduction of the German corporate tax rate. Tax authorities are examining certain of our U.S. and non-U.S. tax returns and may propose tax deficiencies, including penalties and interest. Because of the inherent uncertainties involved in settlement initiatives and court and tax proceedings, we cannot guarantee that these tax matters, if any, will be resolved in our favor, and therefore our potential exposure, if any, is also uncertain. We believe we have adequate accruals for additional taxes and related interest expense which could ultimately result from tax examinations. We believe the ultimate disposition of tax examinations should not have a material adverse effect on our consolidated financial position, results of operations or liquidity. ​ ​ F- 44 ‌ ​ The following table shows the changes in the amount of our uncertain tax positions (exclusive of the effect of interest and penalties) during 2023, 2024 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ 2025 ​ ​ (In millions) Unrecognized tax benefits: ​ ​ ​ ​ ​ ​ Amount at beginning of year ​ $ 3.5 ​ $ 2.8 ​ $ 3.2 Tax positions taken in current period ​ .5 ​ .5 ​ .6 Lapse due to applicable statute of limitations ​ ( 1.2 ) ​ — ​ ( .6 ) Changes in currency exchange rates ​ — ​ ( .1 ) ​ .3 Amount at end of year ​ $ 2.8 ​ $ 3.2 ​ $ 3.5 ​ At December 31, 2025, all of our uncertain tax benefits are classified as a component of our noncurrent deferred tax asset. If our uncertain tax positions at December 31, 2025 were recognized, there would be no net impact to our effective income tax rate. We and Contran file income tax returns in U.S. federal and various state and local jurisdictions. We also file income tax returns in various non-U.S. jurisdictions, principally in Germany, Canada, Belgium and Norway. Our U.S. income tax returns prior to 2022 are generally considered closed to examination by applicable tax authorities. Our non-U.S. income tax returns are generally considered closed to examination for years prior to 2021 for Germany and Belgium and 2020 for Canada and Norway, although certain periods may be extended if currently under examination or for the review of cross-border transactions. We accrue interest and penalties on our uncertain tax positions as a component of our provision for income taxes. The amount of interest and penalties we accrued during 2023, 2024 and 2025 was not material. The following table shows our net tax payments made in 2023, 2024, and 2025 disaggregated by taxing jurisdiction. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) U.S. federal $ 21.0 ​ $ 25.2 ​ $ 27.2 State ​ .8 ​ .4 ​ .4 Non-U.S. ​ ​ ​ ​ ​ ​ Norway ​ 11.6 ​ 14.7 ​ 23.3 Germany ​ ​ ( 5.5 ) ​ ​ .2 ​ ​ ( 1.1 ) Other ​ ​ ( .5 ) ​ ​ 1.3 ​ ​ 2.3 ​ ​ $ 27.4 ​ $ 41.8 ​ $ 52.1 ​ Note 15 – Noncontrolling interest in subsidiaries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ (In millions) Noncontrolling interest in net assets: ​ ​ ​ ​ Kronos Worldwide ​ $ 210.3 ​ $ 197.6 NL Industries ​ 81.5 ​ 75.1 CompX International ​ 19.0 ​ 18.0 BMI ​ 18.7 ​ 25.0 LandWell ​ 13.5 ​ 24.8 Total ​ $ 343.0 ​ $ 340.5 F- 45 ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Noncontrolling interest in net income (loss) of subsidiaries: ​ ​ ​ ​ ​ ​ Kronos Worldwide ​ $ ( 9.5 ) ​ $ 16.1 ​ $ ( 21.3 ) NL Industries ​ ( .4 ) ​ 11.4 ​ ( 6.4 ) CompX International ​ 2.9 ​ 2.0 ​ 2.4 BMI ​ 8.2 ​ 9.6 ​ 10.6 LandWell ​ 13.8 ​ 14.2 ​ 17.4 Total ​ $ 15.0 ​ $ 53.3 ​ $ 2.7 ​ Note 16 – Valhi stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares of common stock ​ ​ ​ ​ Issued ​ ​ ​ Treasury ​ ​ ​ Outstanding ​ ​ (In millions) Balance at December 31, 2023, 2024 and 2025 29.6 ( 1.1 ) 28.5 ​ Valhi share repurchases and cancellations. Our board of directors previously authorized the repurchase of shares of our common stock in open market transactions, including block purchases, or in privately negotiated transactions, which may include transactions with our affiliates or subsidiaries. The aggregate number of shares authorized for repurchase is 833,333 , and we have approximately 334,000 shares available for repurchase at December 31, 2025. We may purchase the stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, we may terminate the program prior to completion. We will use cash on hand to acquire the shares. Repurchased shares could be retired and cancelled or may be added to our treasury stock and used for employee benefit plans, future acquisitions or other corporate purposes. We did not make any such purchases under the plan in 2023, 2024 or 2025. Treasury stock. At December 31, 2024 and 2025, NL and Kronos held approximately 1.2 million and .1 million shares of our common stock, respectively. The treasury stock we reported for financial reporting purposes at December 31, 2024 and 2025 represents our proportional interest in these shares of our common stock held by NL and Kronos, at NL’s and Kronos’ historical cost basis. The remaining portion of these shares of our common stock, which are attributable to the noncontrolling interest of NL and Kronos, are reflected in our Consolidated Balance Sheets at fair value and are classified as part of other noncurrent assets. Under Delaware Corporation Law, 100 % (and not the proportionate interest) of a parent company’s shares held by a majority-owned subsidiary of the parent is considered to be treasury stock for voting purposes. As a result, our common shares outstanding for financial reporting purposes differ from those outstanding for legal purposes. Any unrealized gains or losses on the shares of our common stock attributable to the noncontrolling interest of Kronos and NL are recognized in the determination of each of Kronos and NL’s respective net income or loss. Under the principles of consolidation we eliminate any gains or losses associated with our common stock to the extent of our proportional ownership interest in each subsidiary. We recognized a loss of $ 1.7 million in 2023 , a gain of $ 1.9 million in 2024 and a loss of $ 2.7 million in 2025 in our Consolidated Statements of Operations which represents the unrealized gain (loss) in respect of these shares attributable to the noncontrolling interest of Kronos and NL. See Note 2. Valhi director stock plan. Prior to 2022, our board of directors adopted a plan that provided for the award of stock to our board of directors, and up to a maximum of 200,000 shares could be awarded. In March 2021, our board of directors voted to replace the existing director stock plan with a new plan that would provide for the award of stock to non-employee members of our board of directors, and up to a maximum of 100,000 shares could be awarded. The new plan was approved at our May 2021 shareholder meeting, at which time the prior director stock plan terminated. We awarded 6,300 shares and 7,500 shares under this plan in 2024 and 2025, respectively, and at December 31, 2025, 70,800 shares are available for future award under this new plan. F- 46 ‌ ​ Stock plans of subsidiaries. Kronos, NL and CompX each maintain plans which provide for the award of their common stock to their board of directors. At December 31, 2025, Kronos, NL and CompX had 71,000 , 170,750 and 115,150 shares of their respective common stock available for future award under respective plans. Accumulated other comprehensive loss. Accumulated other comprehensive income (loss) attributable to Valhi stockholders comprises changes in equity as presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Accumulated other comprehensive income (loss) (net of tax and noncontrolling interest): ​ ​ ​ ​ ​ ​ Marketable securities: ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ 1.6 ​ $ 1.7 ​ $ 1.7 Other comprehensive income: ​ ​ ​ ​ ​ ​ Unrealized gain arising during the year ​ .1 ​ — ​ — Balance at end of year ​ $ 1.7 ​ $ 1.7 ​ $ 1.7 Currency translation: ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ ( 91.5 ) ​ $ ( 88.8 ) ​ $ ( 111.7 ) Other comprehensive income (loss) arising during the year ​ 2.7 ​ ( 22.9 ) ​ 21.6 Balance at end of year ​ $ ( 88.8 ) ​ $ ( 111.7 ) ​ $ ( 90.1 ) Defined benefit pension plans: ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ ( 55.0 ) ​ $ ( 58.8 ) ​ $ ( 49.4 ) Other comprehensive income: ​ ​ ​ ​ ​ ​ Amortization of prior service cost and net losses included in net periodic pension cost ​ 1.9 ​ 2.1 ​ 1.8 Net actuarial gain (loss) arising during the year ​ ( 10.0 ) ​ 7.1 ​ 12.4 Plan settlement ​ 4.3 ​ .2 ​ 17.5 Balance at end of year ​ $ ( 58.8 ) ​ $ ( 49.4 ) ​ $ ( 17.7 ) OPEB plans: ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ 1.0 ​ $ .4 ​ $ .2 Other comprehensive income: ​ ​ ​ ​ ​ ​ Amortization of prior service credit and net losses included in net periodic OPEB cost ​ ( .7 ) ​ ( .3 ) ​ ( .3 ) Net actuarial gain arising during the year ​ .1 ​ .1 ​ .4 Balance at end of year ​ $ .4 ​ $ .2 ​ $ .3 Total accumulated other comprehensive loss: ​ ​ ​ ​ ​ ​ Balance at beginning of year ​ $ ( 143.9 ) ​ $ ( 145.5 ) ​ $ ( 159.2 ) Other comprehensive income (loss) ​ ( 1.6 ) ​ ( 13.7 ) ​ 53.4 Balance at end of year ​ $ ( 145.5 ) ​ $ ( 159.2 ) ​ $ ( 105.8 ) ​ See Note 11 for amounts related to our defined benefit pension plans and Note 10 for amounts related to our OPEB plans. Note 17 – Related party transactions: We may be deemed to be controlled by Ms. Simmons and the Family Trust. See Note 1. Corporations that may be deemed to be controlled by or affiliated with such individuals sometimes engage in (a) intercorporate transactions such as guarantees, management and expense sharing arrangements, shared fee arrangements, joint ventures, partnerships, loans, options, advances of funds on open account, and sales, leases and exchanges of assets, including securities issued by both related and unrelated parties and (b) common investment and acquisition strategies, business combinations, reorganizations, recapitalizations, securities repurchases, and purchases and sales (and other acquisitions and dispositions) of subsidiaries, divisions or other business units, which transactions have involved both related and unrelated parties and F- 47 ‌ ​ have included transactions which resulted in the acquisition by one related party of a publicly-held noncontrolling interest in another related party. While no transactions of the type described above are planned or proposed with respect to us other than as set forth in these financial statements, we continuously consider, review and evaluate, and understand that Contran and related entities consider, review and evaluate such transactions. Depending upon the business, tax and other objectives then relevant, it is possible that we might be a party to one or more such transactions in the future. From time to time, we may have loans and advances outstanding between us and various related parties, including Contran, pursuant to term and demand notes. We generally enter into these loans and advances for cash management purposes. When we loan funds to related parties, we are generally able to earn a higher rate of return on the loan than we would earn if we invested the funds in other instruments. While certain of these loans may be of a lesser credit quality than cash equivalent instruments otherwise available to us, we believe we have evaluated the credit risks involved and appropriately reflect those credit risks in the terms of the applicable loans. When we borrow from related parties, we are generally able to pay a lower rate of interest than we would pay if we borrowed from unrelated parties. We paid Contran $ 10.3 million, $ 6.3 million and $ 3.4 million in interest on borrowings and unused commitment fees under Valhi’s Contran credit facility in 2023, 2024 and 2025, respectively. In February 2024, Kronos entered into a $ 53.7 million subordinated, unsecured term loan with Contran. Interest expense on Kronos’ loan from Contran was $ 5.1 million each of 2024 and 2025. See Note 9 for more information on the Kronos term loan with Contran and the Valhi credit facility with Contran. Under the terms of various intercorporate services agreements (“ISA”) we enter into with Contran, employees of Contran provide us certain management, tax planning, financial and administrative services on a fee basis. Such fees are based on the compensation of individual Contran employees providing services for us and/or estimates of the time devoted to our affairs by such persons. Because of the number of companies affiliated with Contran, we believe we benefit from cost savings and economies of scale gained by not having certain management, financial and administrative staffs duplicated at all of our subsidiaries, thus allowing certain Contran employees to provide services to multiple companies but only be compensated by Contran. We negotiate fees annually, and agreements renew quarterly. The net ISA fees charged to us by Contran aggregated $ 37.8 million in 2023, $ 39.5 million in 2024 and $ 42.6 million in 2025. At December 31, 2025, we had an aggregate 16.7 million shares of our Kronos common stock pledged as collateral for certain debt obligations of Contran. We receive a fee from Contran for pledging these Kronos shares, determined by a formula based on the market value of the shares pledged. We received $ .8 million in 2023, $ .9 million in 2024 and $ .5 million in 2025 from Contran for this pledge. Contran and certain of its subsidiaries and affiliates, including us, purchase certain of their insurance policies and risk management services as a group, with the costs of the jointly-owned policies and services being apportioned among the participating companies. Tall Pines Insurance Company, our subsidiary, underwrites certain insurance policies for Contran and certain of its subsidiaries and affiliates, including us. Tall Pines purchases reinsurance from highly rated (as determined by A.M. Best or other internationally recognized ratings agency) third-party insurance carriers for substantially all of the risks it underwrites. Consistent with insurance industry practices, Tall Pines receives commissions from the reinsurance underwriters and/or assesses fees for certain of the policies that it underwrites. The aggregate amount paid under the group insurance program by us, our subsidiaries and LPC in 2023, 2024 and 2025 was $ 29.3 million, $ 29.7 million and $ 24.1 million, respectively, which amounts principally represent insurance premiums. The aggregate amounts paid under the group insurance program also include payments to insurers or reinsurers for the reimbursement of claims within our applicable deductible or retention ranges that such insurers and reinsurers paid to third parties on our behalf, as well as amounts for claims and risk management services and various other third-party fees and expenses incurred by the program. We expect these relationships will continue in 2026. With respect to certain of such jointly-owned policies, it is possible that unusually large losses incurred by one or more insureds during a given policy period could leave the other participating companies without adequate coverage under that policy for the balance of the policy period. As a result, and in the event that the available coverage under a particular policy would become exhausted by one or more claims, Contran and certain of its subsidiaries and affiliates, including us, have entered into a loss sharing agreement under which any uninsured loss arising because the available coverage had been exhausted by one or more claims will be shared ratably amongst those entities that had submitted claims under the relevant policy. We believe the benefits in the form of reduced premiums and broader coverage associated with the group coverage for such policies justify the risk associated with the potential for any uninsured loss. F- 48 ‌ ​ Contran and certain of its subsidiaries participate in a combined information technology data services program that Contran provides for primary data processing and failover. The program apportions its costs among the participating companies. The aggregate amount Kronos paid Contran for such services was $ .4 million in each of 2023 and 2024 and $ .3 million in 2025. Under the terms of a sublease agreement between Contran and Kronos, Kronos leases certain office space from Contran. Kronos paid Contran $ .6 million in 2023 and $ .7 million in each of 2024 and 2025 for such rent and related ancillary services. We expect these relationships with Contran will continue in 2026. Prior to 2022, NL made certain pro-rata distributions to its stockholders in the form of shares of Kronos common stock. All of NL’s distributions of Kronos common stock were taxable to NL and NL recognized a taxable gain equal to the difference between the fair market value of the Kronos shares distributed on the various dates of distribution and NL’s adjusted tax basis in the shares at the dates of distribution. NL transferred shares of Kronos common stock to us in satisfaction of the tax liability related to NL’s gain on the transfer or distribution of these shares of Kronos common stock and the tax liability generated from the use of Kronos shares to settle the tax liability. To date, we have not paid the liability to Contran because Contran has not paid the liability to the applicable tax authority. The income tax liability will become payable to Contran, and by Contran to the applicable tax authority, when the shares of Kronos transferred or distributed by NL to us are sold or otherwise transferred outside the Contran Tax Group or in the event of certain restructuring transactions involving us. We have recognized deferred income taxes for our investment in Kronos common stock. We are a party to a tax sharing agreement with Contran providing for the allocation of tax liabilities and tax payments as described in Note 1. Under applicable law, we, as well as every other member of the Contran Tax Group, are each jointly and severally liable for the aggregate federal income tax liability of Contran and the other companies included in the Contran Tax Group for all periods in which we are included in the Contran Tax Group. Contran has agreed, however, to indemnify us for any liability for income taxes of the Contran Tax Group in excess of our tax liability computed in accordance with the tax sharing agreement. Receivables from and payables to affiliates are summarized in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Current receivables from affiliates: ​ ​ ​ ​ Contran - income taxes ​ $ — ​ $ 2.4 Contran - trade items ​ ​ .2 ​ ​ .1 Other ​ .6 ​ .6 Total ​ $ .8 ​ $ 3.1 Current payables to affiliates: ​ ​ ​ ​ Contran - income taxes ​ $ 16.9 ​ $ — Contran - trade items ​ ​ .2 ​ ​ 1.3 Other ​ ​ — ​ ​ .1 Total ​ $ 17.1 ​ $ 1.4 Payables to affiliate included in long-term debt: ​ ​ ​ ​ Valhi - Contran credit facility ​ $ 44.6 ​ $ 23.6 Kronos - Contran Term Loan ​ ​ 53.7 ​ ​ 53.7 Total ​ $ 98.3 ​ $ 77.3 ​ Note 18 – Commitments and contingencies: Lead pigment litigation NL’s former operations included the manufacture of lead pigments for use in paint and lead-based paint. NL, other former manufacturers of lead pigments for use in paint and lead-based paint (together, the “former pigment manufacturers”), and the Lead Industries Association (“LIA”), which discontinued business operations in 2002, have previously been named as defendants in various legal proceedings seeking damages for personal injury, property damage F- 49 ‌ ​ and governmental expenditures allegedly caused by the use of lead-based paints. Certain of these actions were filed by or on behalf of states, counties, cities or their public housing authorities and school districts, and certain others were asserted as class actions. NL currently has no pending lead paint class action cases or pending lead paint cases brought by housing authorities, school districts or other government entities. In the matter titled County of Santa Clara v. Atlantic Richfield Company, et al . (Superior Court of the State of California, County of Santa Clara, Case No. 1-00-CV-788657) on July 24, 2019, an order approving a global settlement agreement entered into among all of the plaintiffs and the three defendants remaining in the case (the Sherwin Williams Company, ConAgra Grocery Products and NL) was entered by the court and the case was dismissed with prejudice. The global settlement agreement provided that an aggregate $ 305 million would be paid collectively by the three co-defendants in full satisfaction of all claims resulting in a dismissal of the case with prejudice and the resolution of (i) all pending and future claims by the plaintiffs in the case, and (ii) all potential claims for contribution or indemnity between NL and its co-defendants in respect to the case. In the agreement, NL expressly denied any and all liability and the dismissal of the case with prejudice was entered by the court without a final judgment of liability entered against NL. The settlement agreement fully concludes this matter. Under the terms of the global settlement agreement, each defendant paid an aggregate $ 101.7 million to the plaintiffs as follows: $ 25.0 million within sixty days of the court’s approval of the settlement and dismissal of the case, and the remaining $ 76.7 million in six annual installments beginning on the first anniversary of the initial payment ($ 12.0 million for the first five installments and $ 16.7 million for the sixth installment). NL’s sixth installment, which was paid in October 2025, was funded with amounts that were already on deposit at the court and previously included in current restricted cash on our Consolidated Balance Sheets, as those amounts, together with all accrued interest through the date of payment, had been committed to the settlement. Per the terms of the settlement, any amounts on deposit in excess of the final payment were to be returned to NL, and in October 2025 NL received accrued interest of approximately $ 1.6 million from such restricted cash. For financial reporting purposes, NL used a discount rate of 1.9 % per annum to discount the aggregate $ 101.7 million settlement to the estimated net present value of $ 96.3 million. NL recognized an aggregate accretion expense of $ .7 million, $ .5 million and $ .2 million in 2023, 2024 and 2025, respectively. New cases may continue to be filed against us. We do not know if we will incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings. In the future, if new information regarding such matters becomes available to us (such as a final, non-appealable adverse verdict against us or otherwise ultimately being found liable with respect to such matters), at that time we would consider such information in evaluating any remaining cases then-pending against us as to whether it might then have become probable we have incurred liability with respect to these matters, and whether such liability, if any, could have become reasonably estimable. The resolution of any of these cases could result in the recognition of a loss contingency accrual that could have a material adverse impact on our net income for the interim or annual period during which such liability is recognized and a material adverse impact on our consolidated financial condition and liquidity. Environmental matters and litigation Our operations are governed by various environmental laws and regulations. Certain of our businesses are and have been engaged in the handling, manufacture or use of substances or compounds that may be considered toxic or hazardous within the meaning of applicable environmental laws and regulations. As with other companies engaged in similar businesses, certain of our past and current operations and products have the potential to cause environmental or other damage. Our businesses have implemented and continue to implement various policies and programs in an effort to minimize these risks. Our policy is to maintain compliance with applicable environmental laws and regulations at all of our plants and to strive to improve environmental performance and overall sustainability. Periodically we voluntarily publish on our Kronos website an Environmental Social Governance (“ESG”) Report, which describes Kronos’ policies and programs in the area of ESG, including environmental compliance. From time to time, our businesses may be subject to environmental regulatory enforcement under U.S. and non-U.S. statutes, the resolution of which typically involves the establishment or enhancement of compliance programs. It is possible that future developments, such as stricter requirements of environmental laws and enforcement policies, could adversely affect our production, handling, use, F- 50 ‌ ​ storage, transportation, sale or disposal of such substances. We believe all of our facilities are in substantial compliance with applicable environmental laws. Certain properties and facilities used in our former operations (primarily NL’s former operations), including divested primary and secondary lead smelters and former mining locations, are the subject of civil litigation, administrative proceedings or investigations arising under federal and state environmental laws and common law. Additionally, in connection with past operating practices, we are currently involved as a defendant, potentially responsible party (“PRP”) or both, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), and similar state laws in various governmental and private actions associated with waste disposal sites, mining locations, and facilities that we or our predecessors and NL or its predecessors, subsidiaries or their predecessors currently or previously owned, operated or used, certain of which are on the United States Environmental Protection Agency’s (“EPA”) Superfund National Priorities List or similar state lists. These proceedings seek cleanup costs, damages for personal injury or property damage and/or damages for injury to natural resources. Certain of these proceedings involve claims for substantial amounts. Although we may be jointly and severally liable for these costs, in most cases NL is only one of a number of PRPs who may also be jointly and severally liable, and among whom costs may be shared or allocated. In addition, we are occasionally named as a party in a number of personal injury lawsuits filed in various jurisdictions alleging claims related to environmental conditions alleged to have resulted from our operations. Obligations associated with environmental remediation and related matters are difficult to assess and estimate for numerous reasons including the: ● complexity and differing interpretations of governmental regulations, ● number of PRPs and their ability or willingness to fund such allocation of costs, ● financial capabilities of the PRPs and the allocation of costs among them, ● solvency of other PRPs, ● multiplicity of possible solutions, ● number of years of investigatory, remedial and monitoring activity required, ● uncertainty over the extent, if any, to which our former operations might have contributed to the conditions allegedly giving rise to such personal injury, property damage, natural resource and related claims, and ● number of years between former operations and notice of claims and lack of information and documents about the former operations. In addition, the imposition of more stringent standards or requirements under environmental laws or regulations, new developments or changes regarding site cleanup costs or the allocation of costs among PRPs, solvency of other PRPs, the results of future testing and analysis undertaken with respect to certain sites or a determination that we are potentially responsible for the release of hazardous substances at other sites, could cause our expenditures to exceed our current estimates. Actual costs could exceed accrued amounts or the upper end of the range for sites for which estimates have been made, and costs may be incurred for sites where no estimates presently can be made. Further, additional environmental and related matters may arise in the future. If we were to incur any future liability, this could have a material adverse effect on our consolidated financial statements, results of operations and liquidity. We record liabilities related to environmental remediation and related matters (including costs associated with damages for personal injury or property damage and/or damages for injury to natural resources) when estimated future expenditures are probable and reasonably estimable. We adjust such accruals as further information becomes available to us or as circumstances change. Unless the amounts and timing of such estimated future expenditures are fixed and reasonably determinable, we generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the payout. We recognize recoveries of costs from other parties, if any, as assets when their receipt is deemed probable. F- 51 ‌ ​ We do not know and cannot estimate the exact time frame over which we will make payments for our accrued environmental and related costs. The timing of payments depends upon a number of factors, including but not limited to the timing of the actual remediation process; which in turn depends on factors outside of our control. At each balance sheet date, we estimate the amount of the accrued environmental and related costs which we expect to pay within the next twelve months, and we classify this estimate as a current liability. We classify the remaining accrued environmental costs as a noncurrent liability. The table below presents a summary of the activity in our accrued environmental costs during 2023, 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Balance at the beginning of the year ​ $ 97.3 ​ $ 96.9 ​ $ 74.6 Additions (deductions), net ​ 2.5 ​ ( 19.2 ) ​ 2.7 Payments, net ​ ( 2.9 ) ​ ( 3.1 ) ​ ( 59.8 ) Balance at the end of the year ​ $ 96.9 ​ $ 74.6 ​ $ 17.5 Amounts recognized in the Consolidated Balance Sheet at the end of the year: ​ ​ ​ ​ ​ ​ Current liabilities ​ $ 3.7 ​ $ 59.7 ​ $ 2.8 Noncurrent liabilities ​ 93.2 ​ 14.9 ​ 14.7 Total ​ $ 96.9 ​ $ 74.6 ​ $ 17.5 ​ NL. On a quarterly basis, NL evaluates the potential range of its liability for environmental remediation and related costs at sites where it has been named as a PRP or defendant. At December 31, 2025, NL had accrued approximately $ 13 million related to approximately 27 sites associated with remediation and related matters it believes are at the present time and/or in their current phase reasonably estimable. The upper end of the range of reasonably possible costs to NL for remediation and related matters for which NL believes it is possible to estimate costs is approximately $ 26 million, including amounts currently accrued. These accruals have not been discounted to present value. In February 2025, the United States District Court for the District of New Jersey entered an order approving a consent decree relating to the Raritan Bay Slag Superfund Site (“RBS Site”) in Middlesex County, New Jersey. The consent decree required the United States Army Corps of Engineers (and other federal agencies), the State of New Jersey, the Township of Old Bridge, NL, and twenty-two other private companies to pay a total of $ 151.1 million, plus interest, to resolve all federal and state law claims for past and future response costs under CERCLA and the New Jersey Spill Act, including natural resource damages, contribution, and indemnification, relating to the RBS Site. The consent decree is a global settlement of all such claims relating to the RBS Site and resolves a lawsuit captioned United States of America, et al. v. NL Industries, Inc., et al. (United States District Court for the District of New Jersey, Civil Action No. 3:24-cv-08946) as well as all claims asserted by NL and the other settling parties in NL’s previously filed contribution lawsuit, NL Industries, Inc. v. Old Bridge Township, et al. The satisfaction of NL’s obligations under the consent decree fully concludes this matter. Under the terms of the consent decree, in the first quarter of 2025 NL paid $ 56.1 million, plus $ .5 million interest, toward the global settlement and received approximately $ 9.6 million from the other private companies participating in the settlement. We recognized aggregate income of approximately $ 31.4 million in 2024 related to the adjustment of NL’s environmental accrual related to this matter and recorded a $ 9.6 million receivable for the funds which NL received in the first quarter of 2025 from the other private companies participating in the settlement. NL believes that it is not reasonably possible to estimate the range of costs for certain sites. At December 31, 2025, there were approximately five sites for which NL is not currently able to reasonably estimate a range of costs. For these sites, generally the investigation is in the early stages, and NL is unable to determine whether or not NL actually had any association with the site, the nature of its responsibility, if any, for the contamination at the site, if any, and the extent of contamination at and cost to remediate the site. The timing and availability of information on these sites is dependent F- 52 ‌ ​ on events outside of NL’s control, such as when the party alleging liability provides information to NL. At certain of these previously inactive sites, NL has received general and special notices of liability from the EPA and/or state agencies alleging that NL, sometimes with other PRPs, are liable for past and future costs of remediating environmental contamination allegedly caused by former operations. These notifications may assert that NL, along with any other alleged PRPs, are liable for past and/or future clean-up costs. As further information becomes available to us for any of these sites which would allow us to estimate a range of costs, we would at that time adjust our accruals. Any such adjustment could result in the recognition of an accrual that would have a material effect on our Consolidated Financial Statements, results of operations and liquidity. Other. We have also accrued approximately $ 4 million at December 31, 2025 for other environmental cleanup matters which represents our best estimate of the liability. Insurance coverage claims We are involved in certain legal proceedings with a number of our former insurance carriers regarding the nature and extent of the carriers’ obligations to us under insurance policies with respect to certain lead pigment and asbestos lawsuits. The issue of whether insurance coverage for defense costs or indemnity or both will be found to exist for our lead pigment and asbestos litigation depends upon a variety of factors and we cannot assure you that such insurance coverage will be available. We have agreements with certain of our former insurance carriers pursuant to which the carriers reimburse us for a portion of our future lead pigment litigation defense costs, and one such carrier reimburses us for a portion of our future asbestos litigation defense costs. We are not able to determine how much we will ultimately recover from these carriers for defense costs incurred by us because of certain issues that arise regarding which defense costs qualify for reimbursement. While we continue to seek additional insurance recoveries, we do not know if we will be successful in obtaining reimbursement for either defense costs or indemnity. Accordingly, we recognize insurance recoveries in income only when receipt of the recovery is probable and we are able to reasonably estimate the amount of the recovery. In this regard, NL received $ .5 million and $ 1.4 million in insurance recoveries in 2023 and 2024, respectively. NL did no t receive any insurance recoveries in 2025. Other litigation In addition to the litigation described above, we and our affiliates are involved in various other environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our present and former businesses. In certain cases, we have insurance coverage for these items, although we do not expect additional material insurance coverage for our environmental matters. We currently believe that the disposition of all of these various other claims and disputes (including asbestos-related claims), individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or liquidity beyond the accruals already provided. Other matters Concentrations of credit risk – Sales of TiO 2 accounted for approximately 90 % of our Chemicals Segment’s sales in 2023, 2024 and 2025. The remaining sales result from the sale of ilmenite ore (a raw material used in the sulfate pigment production process), and the manufacture and sale of iron-based water treatment chemicals and certain titanium chemical products (derived from co-products of the TiO 2 production processes). TiO 2 is generally sold to the paint, plastics and paper industries. Such markets are generally considered “quality-of-life” markets whose demand for TiO 2 is influenced by the relative economic well-being of the various geographic regions. Our Chemicals Segment sells TiO 2 to approximately 3,000 customers, with the top ten customers approximating 35 % of our Chemicals Segment’s net sales in 2023, 39 % in 2024 and 35 % in 2025. One customer accounted for approximately 12 % of our Chemicals Segment’s net sales in 2023 and 10 % of our Chemicals Segment’s net sales in 2024. Our Chemicals Segment did not have sales to a single customer F- 53 ‌ ​ comprising 10 % or more of its net sales in 2025. The table below shows the approximate percentage of our Chemicals Segment’s TiO 2 sales by volume for its significant markets, Europe and North America, for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Europe 44 % ​ 44 % ​ 45 % ​ North America 41 % ​ 40 % ​ 40 % ​ ​ Our Component Products Segment’s products are sold primarily in North America to original equipment manufacturers. The ten largest customers related to our Component Product’s Segment accounted for approximately 52 % of our Component Products Segment’s sales in 2023, 47 % in 2024 and 52 % in 2025. One customer of the security products reporting unit accounted for approximately 24 % in 2023 (of which 11 % related to a non-recurring pilot project), 21 % in 2024 and 26 % in 2025. Our Real Estate Management and Development Segment’s revenue are land sales income and electric delivery fees (prior to December 2023). During 2023, we recognized revenue from five customers that each exceeded 10 % of our Real Estate Management and Development Segment’s net sales all related to land sales. During each of 2024 and 2025, we recognized revenue from three customers that each exceeded 10 % of our Real Estate Management and Development Segment’s net sales all related to land sales. Long-term contracts – Our Chemicals Segment is a party to various agreements that contractually and unconditionally commit us to pay certain amounts in the future. Under these agreements, our Chemicals Segment has obligations of approximately $ 133 million at December 31, 2025 (including approximately $ 108 million committed to be purchased in 2026) which consist of open purchase orders and contractual obligations, primarily commitments to purchase raw materials and services. Note 19 – Fair value measurements and financial instruments: ​ See Note 6 for information on how we determine the fair value of our marketable securities. See Note 3 for additional details related to the acquisition earn-out liability. Currency forward contract - In order to manage currency exchange rate risk associated with our € 75 million 3.75 % Senior Secured Notes that matured in September 2025, during the first quarter of 2025 Kronos entered into a euro currency forward contract to purchase € 25 million at an exchange rate of € 1.05 per U.S. dollar. The contract was settled in August 2025 resulting in cash proceeds of $ 2.8 million and a currency transaction gain of $ 2.8 million in 2025 included in our Consolidated Statements of Operations. At December 31, 2025, Kronos had no currency forward contracts outstanding. ​ The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2024 and 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2025 ​ ​ Carrying ​ Fair ​ Carrying ​ Fair ​ ​ amount ​ value ​ amount ​ value ​ ​ (In millions) Cash, cash equivalents and restricted cash equivalents ​ $ 378.6 ​ $ 378.6 ​ $ 228.7 ​ $ 228.7 Long-term debt: ​ ​ ​ ​ ​ ​ ​ ​ Kronos 9.50 % Senior Secured Notes due 2029 ​ 365.4 ​ 403.4 ​ 503.7 ​ 469.9 Kronos 3.75 % Senior Secured Notes due 2025 ​ 78.3 ​ 77.9 ​ — ​ — Kronos revolving credit facility ​ ​ 10.0 ​ ​ 10.0 ​ ​ — ​ ​ — LandWell bank note payable ​ 11.4 ​ 11.4 ​ 10.7 ​ 10.7 ​ F- 54 ‌ ​ At December 31, 2025, the estimated market price of Kronos’ 9.50 % Senior Secured Notes due 2029 was € 937 per € 1,000 principal amount. The fair value of Kronos’ 9.50 % Senior Secured Notes due 2029 was based on quoted market prices; however, the quoted market price represented Level 2 inputs because the market in which the 9.50 % Senior Secured Notes due 2029 trade was not active. Due to the variable interest rate, the carrying amount of Kronos’ revolving credit facility is deemed to approximate fair value. The fair value of other fixed-rate debt, which represents Level 2 inputs, is deemed to approximate carrying value. In addition, at December 31, 2025, Kronos has a $ 53.7 million subordinated, unsecured term loan payable to a related party, Contran, due September 2029, and Valhi has $ 23.6 million outstanding on an unsecured revolving credit facility with Contran. See Note 9. Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. See Notes 4 and 10. Note 20 – Restructuring costs: In the third quarter of 2024, Kronos closed its sulfate process line at its facility in Varennes, Canada. As a result of the sulfate process line closure, Kronos recognized charges to cost of sales in 2024 of approximately $ 2 million related to workforce reductions for employees impacted and approximately $ 14 million in non-cash charges primarily related to accelerated depreciation. All accrued severance costs associated with this restructuring were paid in 2025. In the fourth quarter of 2025, Kronos initiated a restructuring plan designed to improve its long-term cost structure. A portion of the expected cost savings is planned to be achieved through workforce reductions. During the fourth quarter of 2025, Kronos implemented company-wide voluntary and involuntary workforce reductions impacting approximately 226 positions. A substantial portion of these workforce reductions was accomplished through involuntary programs, for which eligible costs are recognized when management approves the separation program, the affected employees are properly notified and the costs are estimable. A portion of the reductions was also accomplished through voluntary programs, for which eligible workforce reduction costs are recognized at the time both the employee and employer are irrevocably committed to the terms of the separation. To the extent a statutorily mandated notice period applies and the affected employee is not required to provide services to us during the notice period, severance and all wages earned during the notice period are accrued at the time of the agreed upon separation. During the fourth quarter of 2025, Kronos recognized an aggregate $ 10.3 million charge related to these workforce reductions, of which $ 6.4 million is classified in selling, general and administrative expense and $ 3.9 million is classified in cost of sales . Accrued severance costs remaining as of December 31, 2025 are expected to be paid in 2026 and are included in accounts payable and accrued liabilities – other on our Consolidated Balance Sheet. See Note 10 to our Consolidated Financial Statements. For workforce reductions implemented through December 31, 2025, Kronos does not expect to accrue any further material amounts associated with the affected individuals who continue providing service to Kronos beyond December 31, 2025. A summary of the activity in Kronos’ accrued restructuring costs for 2024 and 2025 is shown in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 ​ 2025 ​ ​ (in millions) Changes in accrued workforce reduction costs: ​ ​ ​ ​ ​ ​ Balances at beginning of the year ​ $ 5.0 ​ $ .9 Workforce reduction costs accrued ​ ​ 2.0 ​ ​ 10.3 Workforce reduction costs paid ​ ​ ( 6.0 ) ​ ​ ( 2.4 ) Currency translation adjustments, net ​ ​ ( .1 ) ​ ​ — Current balance at the end of the year ​ $ .9 ​ $ 8.8 ​ F- 55 ‌ ​ Note 21 – Recent accounting pronouncements: Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires additional annual disclosure and disaggregation for the rate reconciliation, income taxes paid and income tax expense by federal, state and non-U.S. tax jurisdictions. In addition, the standard increases the disclosure requirements for items included in the rate reconciliation that meet a quantitative threshold. We adopted the ASU during the year ended December 31, 2025 on a retrospective basis. See Note 14. Pending Adoption In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures . The ASU requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. The ASU is effective for us beginning with our 2027 Annual Report, and for interim reporting, in the first quarter of 2028, with early adoption permitted. We are in the process of evaluating the additional disclosure requirements. ​ F- 56