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What changed in NL INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NL INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+379 added−397 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-06)

Top changes in NL INDUSTRIES INC's 2025 10-K

379 paragraphs added · 397 removed · 303 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

92 edited+5 added−8 removed107 unchanged
Biggest changeThe factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Annual Report and those described from time to time in our other filings with the SEC and include, but are not limited to, the following: ● Future supply and demand for our products; ● Kronos’ ability to realize expected cost savings from strategic and operational initiatives; ● Kronos’ ability to integrate acquisitions, including Louisiana Pigment Company, L.P., into its operations and realize expected synergies and innovations; ● The extent of the dependence of certain of our businesses on certain market sectors; ● The cyclicality of our businesses (such as Kronos’ TiO 2 operations); ● Customer and producer inventory levels; ● Unexpected or earlier-than-expected industry capacity expansion (such as the TiO 2 industry); -2- ​ ● Changes in raw material and other operating costs (such as energy, ore, zinc, aluminum, steel and brass costs) or the implementation of tariffs on imported raw materials and our ability to pass those costs on to our customers or offset them with reductions in other operating costs; ● Changes in the availability of raw material (such as ore); ● General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs or reduce demand or perceived demand for TiO 2 and our products or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises); ● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises); ● Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades, or improvements; technology processing failures; or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; ● Competitive products and substitute products; ● Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements; ● Customer and competitor strategies; ● Potential consolidation of Kronos’ competitors; ● Potential consolidation of Kronos’ customers; ● The impact of pricing and production decisions; ● Competitive technology positions; ● Our ability to protect or defend intellectual property rights; ● Potential difficulties in integrating future acquisitions; ● Potential difficulties in upgrading or implementing accounting and manufacturing software systems; ● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes (including tariffs imposed by the U.S. federal government on imports from Canada, where Kronos has a manufacturing facility); ● Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone), or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies; ● Decisions to sell operating assets other than in the ordinary course of business; ● Kronos’ ability to renew or refinance credit facilities or other debt instruments in the future; ● Changes in interest rates; ● Kronos’ ability to comply with covenants contained in its revolving bank credit facility; ● Our ability to maintain sufficient liquidity; ● The timing and amounts of insurance recoveries; ● The ability of our subsidiaries or affiliates to pay us dividends; -3- ​ ● Uncertainties associated with CompX’s development of new products and product features; ● The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform; ● Our ability to utilize income tax attributes or changes in income tax rates related to such attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria; ● Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities or new developments regarding environmental remediation or decommissioning obligations at sites related to our former operations); ● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including us, with respect to asserted health concerns associated with the use of such products), including new environmental, sustainability, health and safety or other regulations (such as those seeking to limit or classify TiO 2 or its use); ● The ultimate resolution of pending litigation (such as our lead pigment and environmental matters); and ● Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions.
Biggest changeThe factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Annual Report and those described from time to time in our other filings with the SEC and include, but are not limited to, the following: ● Future supply and demand for our products; ● Kronos’ ability to realize expected cost savings from strategic and operational initiatives; ● Kronos’ ability to integrate acquisitions into its operations and realize expected synergies and innovations; ● The extent of the dependence of certain of our businesses on certain market sectors; ● The cyclicality of our businesses (such as Kronos’ TiO 2 operations); ● Customer and producer inventory levels; ● Unexpected or earlier-than-expected industry capacity expansion (such as the TiO 2 industry); -2- ​ ● Changes in raw material and other operating costs (such as energy, ore, zinc, aluminum, steel and brass costs) or the implementation of tariffs on imported raw materials and our ability to pass those costs on to our customers or offset them with reductions in other operating costs; ● Changes in the availability of raw material (such as ore); ● General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs or reduce demand or perceived demand for TiO 2 and our products or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises); ● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises); ● Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades, or improvements; technology processing failures; or other events) related to our technology infrastructure (including manufacturing and accounting systems) that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; ● Competitive products and substitute products; ● Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements; ● Customer and competitor strategies; ● Our ability to retain key customers; ● Potential consolidation of Kronos’ competitors; ● Potential consolidation of Kronos’ customers; ● The impact of pricing and production decisions; ● Competitive technology positions; ● Our ability to protect or defend intellectual property rights; ● Potential difficulties in integrating future acquisitions; ● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes ● Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone), or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies; ● Decisions to sell operating assets other than in the ordinary course of business; ● Kronos’ ability to renew or refinance credit facilities or other debt instruments in the future; ● Changes in interest rates; ● Kronos’ ability to comply with covenants contained in its revolving bank credit facility; ● Our ability to maintain sufficient liquidity; ● The timing and amounts of insurance recoveries; ● The ability of our subsidiaries or affiliates to pay us dividends; ● Uncertainties associated with CompX’s development of new products and product features; -3- ​ ● The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform; ● Our ability to utilize income tax attributes or changes in income tax rates related to such attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria; ● Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities or new developments regarding environmental remediation or decommissioning obligations at sites related to our former operations); ● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including us, with respect to asserted health concerns associated with the use of such products), including new environmental, sustainability, health and safety or other regulations (such as those seeking to limit or classify TiO 2 or its use); ● The ultimate resolution of pending litigation (such as our lead pigment and environmental matters); and ● Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions.
To date, the costs of maintaining compliance with such laws -7- ​ and regulations have not significantly impacted its results; however, it is possible future laws and regulations may require CompX to incur significant additional expenditures. CHEMICALS – KRONOS WORLDWIDE, INC.
To date, the costs of maintaining compliance with such laws and regulations have not significantly impacted its results; however, it is possible future laws and regulations may require CompX to incur significant additional expenditures. -7- ​ CHEMICALS – KRONOS WORLDWIDE, INC.
The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired. In general, the higher the opacity requirement of the coating, the greater the TiO 2 content. TiO 2 for plastics – Kronos produces TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.
The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired. In general, the higher the opacity requirement and the quality of the coating, the greater the TiO 2 content. TiO 2 for plastics – Kronos produces TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.
In pharmaceuticals, Kronos’ TiO 2 is used commonly as a colorant in tablet and capsule coatings as well as in liquid medicines -9- ​ to provide uniformity of color and appearance.
In -9- ​ pharmaceuticals, Kronos’ TiO 2 is used commonly as a colorant in tablet and capsule coatings as well as in liquid medicines to provide uniformity of color and appearance.
The primary raw materials used in sulfate process TiO 2 are titanium-containing feedstock, primarily ilmenite or purchased sulfate grade slag, and sulfuric acid. Sulfuric acid is available from a number of suppliers. Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, India and South Africa.
The primary raw materials used in sulfate process TiO 2 are titanium-containing feedstock, primarily ilmenite or purchased sulfate grade slag, and sulfuric acid. Sulfuric acid is available from a number of suppliers. Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, Africa, India and South Africa.
Germany and Belgium are members of the EU and follow its initiatives. Norway is not a member but generally patterns its environmental regulatory actions after those of the EU. From time to time, Kronos’ facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, Kronos updates its compliance programs to resolve these matters.
Germany and Belgium are members of the EU and follow its initiatives. Norway is not a member but generally adopts laws and patterns its environmental regulatory actions after those of the EU. From time to time, Kronos’ facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, Kronos updates its compliance programs to resolve these matters.
Commodity market prices are cyclical, reflecting overall economic trends, specific developments in consuming industries and speculative investor activities. -6- ​ Patents and trademarks – CompX holds a number of patents relating to its component products, certain of which it believes to be important to CompX and its continuing business activity.
Commodity market prices are cyclical, reflecting overall economic trends, specific developments in consuming industries and speculative investor activities. Patents and trademarks – CompX holds a number of patents relating to its component products, certain of which it believes to be important to CompX and its continuing business activity.
A third-party operator of the manufacturing complex provides some raw materials including chlorine, auxiliary and operating materials, utilities and services necessary to operate the Leverkusen facility under separate supplies and services agreements. -11- ​ (2) The Fredrikstad facility is located on public land and is leased until 2063.
A third-party operator of the manufacturing complex provides some raw materials including chlorine, auxiliary and operating materials, utilities and services necessary to operate the Leverkusen facility under separate supplies and services agreements. (2) The Fredrikstad facility is located on public land and is leased until 2063.
CompX has three production facilities in the United States. ​ Chemicals Kronos Worldwide, Inc. – 31% owned at December 31, 2024 Kronos is a leading global producer and marketer of value-added titanium dioxide pigments, or TiO 2, a base industrial product used in imparting whiteness, brightness, opacity and durability to a diverse range of customer applications and end-use markets, including coatings, plastics, paper, inks, cosmetics, pharmaceuticals and other industrial and consumer “quality-of-life” products.
CompX has three production facilities in the United States. ​ Chemicals Kronos Worldwide, Inc. – 31% owned at December 31, 2025 Kronos is a leading global producer and marketer of value-added titanium dioxide pigments, or TiO 2, a base industrial product used in imparting whiteness, brightness, opacity and durability to a diverse range of customer applications and end-use markets, including coatings, plastics, paper, inks, cosmetics, pharmaceuticals and other industrial and consumer “quality-of-life” products.
Kronos and CompX are conducting their businesses in ways that provide all personnel with a safe and healthy work environment and have established safety and environmental programs and goals to achieve such results.
Kronos and CompX are conducting their businesses in ways that provide all personnel with a safe and healthy work environment and have established safety and environmental programs and goals -17- ​ to achieve such results.
These environmental laws govern, among other things, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the ground, air or water; and the health and safety of its employees.
These environmental laws govern, among other things, the generation, storage, handling, use, disposition and transportation of hazardous materials; the emission and discharge of hazardous materials into the ground, air or water; and the health and safety of its employees.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) Through our subsidiaries and affiliates, we seek to operate our businesses in line with sound ESG principles that include corporate governance, social responsibility, sustainability and cybersecurity.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) Through our subsidiaries and affiliates, we seek to operate our businesses in line with sound ESG principles that include corporate governance, social responsibility, sustainability and cybersecurity.
Kronos’ TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of its net sales in 2024: ● Kronos owns and operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term. Ilmenite is a raw material used directly as a feedstock by some sulfate-process TiO 2 plants.
Kronos’ TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of its net sales in 2025: ● Kronos owns and operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term. Ilmenite is a raw material used directly as a feedstock by some sulfate-process TiO 2 plants.
It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect its operations, including production, handling, use, storage, transportation, sale or disposal of hazardous or toxic substances or require Kronos to make capital and other expenditures to comply, and could adversely affect its consolidated financial position and results of operations or liquidity.
It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect its operations, including production, handling, use, storage, transportation, sale or disposition of hazardous or toxic substances or require Kronos to make capital and other expenditures to comply, and could adversely affect its consolidated financial position and results of operations or liquidity.
Organization At December 31, 2024, Valhi, Inc. (NYSE: VHI) held approximately 83% of our outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’s outstanding common stock. As discussed in Note 1 to our Consolidated Financial Statements, Lisa K. Simmons and a trust established for the benefit of Ms.
Organization At December 31, 2025, Valhi, Inc. (NYSE: VHI) held approximately 83% of our outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’s outstanding common stock. As discussed in Note 1 to our Consolidated Financial Statements, Lisa K. Simmons and a trust established for the benefit of Ms.
In addition, we have adopted an insider trading policy that applies to both employees and non-employee directors. Kronos has taken steps to integrate ESG considerations into operating decisions with other critical business factors. Kronos periodically publishes an ESG Report, which is available on its public website.
In addition, we have an insider trading policy that applies to both employees and non-employee directors. Kronos has taken steps to integrate ESG considerations into operating decisions along with other critical business factors. Kronos periodically publishes an ESG Report, which is available on its public website.
Kronos owns its Leverkusen facility, which represents approximately 29% of Kronos’ current TiO 2 production capacity, but Kronos leases the land under the facility under a long-term agreement which expires in 2050. Lease payments are periodically negotiated for periods of at least two years at a time.
Kronos owns its Leverkusen facility, which represents approximately 28% of Kronos’ current TiO 2 production capacity, but Kronos leases the land under the facility under a long-term agreement which expires in 2050. Lease payments are periodically negotiated for periods of at least two years at a time.
Kronos’ marketing staff closely coordinates with its sales force and technical specialists to ensure the needs of its customers are met, and to help develop and commercialize new grades where appropriate. Kronos sells a majority of its products through its direct sales force operating in Europe and North America.
Kronos’ marketing staff closely coordinates with its sales force and technical specialists to ensure the needs of its customers are met, and to help develop and commercialize new grades where appropriate. Kronos sells a majority of its products through its direct sales force operating in Europe, North America and other markets.
TiO 2 is the largest commercially used whitening pigment because it has a high refractive rating, giving it more hiding power than any other commercially produced white pigment. In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.
TiO 2 is the largest commercially used whitening pigment because it has a high refractive index, giving it more hiding power than any other commercially produced white pigment. In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.
This focus includes continuously reviewing and optimizing its customer and product portfolios. Kronos also works directly with its customers to monitor the success of its products in their end-use applications, evaluate the need for improvements in its product and process technology and identify opportunities to develop new product solutions for its customers.
This focus includes continuously reviewing and optimizing its customer and product portfolios. Kronos also works directly with its customers to monitor the performance of its products in their end-use applications, evaluate the need for improvements in its product and process technology and identify opportunities to develop new product solutions for its customers.
Kronos is evaluating and will continue to evaluate the applicability of the EU CSRD as regulatory guidance is issued and as the European countries in which it operates adopt implementing legislation and it will establish a compliance program to address any applicable requirements. -16- ​ In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors.
Kronos is evaluating and will continue to evaluate the applicability of the EU CSRD as amendments are adopted and regulatory guidance is issued and as the European countries in which it operates adopt implementing legislation and it will establish a compliance program to address any applicable requirements. -16- ​ In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors.
Kronos has production facilities in Europe and North America. Sales of its core TiO 2 pigments represented approximately 90% of Kronos’ net sales in 2024, with sales of other products that are complementary to Kronos’ TiO 2 business comprising the remainder. ​ COMPONENT PRODUCTS – COMPX INTERNATIONAL INC.
Kronos has production facilities in Europe and North America. Sales of its core TiO 2 pigments represented approximately 90% of Kronos’ net sales in 2025, with sales of other products that are complementary to Kronos’ TiO 2 business comprising the remainder. ​ COMPONENT PRODUCTS – COMPX INTERNATIONAL INC.
The sulfate process produces a warmer undertone and is preferred for use in selected paper products, ceramics, rubber tires, man-made fibers, food products, pharmaceuticals and cosmetics, some of which generate higher profit margins. -10- ​ LPC – Prior to July 16, 2024, Kronos Louisiana, Inc., one of Kronos’ subsidiaries, and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture.
The sulfate process produces a warmer undertone and is preferred for use in selected paper products, ceramics, rubber tires, man-made fibers, food products, pharmaceuticals and cosmetics, some of which generate higher profit margins. -10- ​ Joint venture – Prior to July 16, 2024, one of Kronos’ subsidiaries, and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture.
Kronos did not experience any work stoppages during 2024, although it is possible that there could be future work stoppages or other labor disruptions that could materially and adversely affect its business, results of operations, financial position or liquidity.
Kronos did not experience any work stoppages during 2025, although it is possible that there could be future work stoppages or other labor disruptions that could materially and adversely affect its business, results of operations, financial position or liquidity.
Kronos’ U.S. patent portfolio includes patents having remaining terms ranging from one year to 19 years. Trademarks – Kronos trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
Kronos’ U.S. patent portfolio includes patents having remaining terms ranging from one year to 18 years. Trademarks – Kronos trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
Kronos produces high-purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.
Kronos markets high-purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.
OTHER In addition to our 87% ownership of CompX and our 31% ownership of Kronos at December 31, 2024, we also hold certain marketable securities and other investments. See Note 5 to our Consolidated Financial Statements.
OTHER In addition to our 87% ownership of CompX and our 31% ownership of Kronos at December 31, 2025, we also hold certain marketable securities and other investments. See Note 5 to our Consolidated Financial Statements.
Component Products CompX International Inc. – 87% owned at December 31, 2024 CompX manufactures engineered components that are sold to a variety of industries including postal, recreational transportation (including boats), office and institutional furniture, cabinetry, tool storage, healthcare, gas stations and vending equipment.
Component Products CompX International Inc. – 87% owned at December 31, 2025 CompX manufactures engineered components that are sold to a variety of industries including postal, recreational transportation (including boats), office and institutional furniture, cabinetry, tool storage, healthcare, gas stations, vending equipment and industrial.
Kronos competes primarily on the basis of price, product quality, technical service and the availability of high performance pigment grades. Since TiO 2 is not traded through a commodity market, its pricing is largely a product of negotiation between suppliers and their respective customers.
Kronos competes primarily on the basis of price, product quality, technical service, long-term stability and the availability of high performance pigment grades. Since TiO 2 is not traded through a commodity market, its pricing is largely a product of negotiation between suppliers and their respective customers.
Price and availability are the most significant competitive factors along with quality and customer service for the majority of its product grades. Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer -13- ​ requests and specialty grades that are differentiated from its competitors’ products.
Price and availability are the most significant competitive factors along with quality and customer service for the majority of its product grades. Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requirements and specialty grades that are differentiated from its competitors’ products.
As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its European sulfate process TiO 2 plants in 2024. Kronos expects ilmenite production from its mine to meet its sulfate process feedstock requirements for the foreseeable future.
As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its sulfate process TiO 2 plants in 2025. Kronos expects ilmenite production from its mine to meet its sulfate process feedstock requirements for the foreseeable future.
Kronos strives to maintain good relationships with all its employees, including the unions and workers’ councils representing those employees. In Europe, Kronos’ union employees are covered by master collective bargaining agreements for the chemical industry that are generally renewed annually. At December 31, 2024, approximately 75% of Kronos’ worldwide workforce is organized under collective bargaining agreements.
Kronos strives to maintain good relationships with all its employees, including the unions and workers’ councils representing those employees. In Europe, Kronos’ union employees are covered by master collective bargaining agreements for the chemical industry that are generally renewed annually. At December 31, 2025, approximately 76% of Kronos’ worldwide workforce is organized under collective bargaining agreements.
Kronos and CompX expect their manufacturing facilities to produce products safely and in -17- ​ compliance with local regulations, policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance. Kronos and CompX require their employees to comply with such requirements.
Kronos and CompX expect their manufacturing facilities to produce products safely and in compliance with applicable local regulations, and company policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance. Kronos and CompX require their employees to comply with such requirements.
These products include: ● original equipment and aftermarket stainless steel exhaust headers, exhaust pipes, mufflers and other exhaust components; ● high performance gauges such as GPS speedometers and tachometers; ● mechanical and electronic controls and throttles; ● wake enhancement devices, trim tabs, steering wheels and billet aluminum accessories; ● dash panels, LED indicators and wire harnesses; and ● grab handles, pin cleats and other accessories. ​ -5- ​ The following table sets forth the location, size and business operations for each of CompX’s principal operating facilities at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ Business ​ ​ ​ Size Facility Name Operations Location (square feet) Owned Facilities : National (1) SP Mauldin, SC 198,000 Grayslake (1) SP/MC Grayslake, IL 133,000 Custom (1) MC Neenah, WI 95,000 SP – Security Products business MC – Marine Components business (1) ISO-9001 registered facilities CompX believes all of its facilities are well maintained and satisfactory for their intended purposes.
These products include: ● original equipment and aftermarket stainless steel exhaust headers, exhaust pipes, mufflers and other exhaust components; ● high performance gauges such as GPS speedometers and tachometers; ● mechanical and electronic controls and throttles; ● wake enhancement devices, trim tabs, steering wheels and billet aluminum accessories; ● dash panels, LED indicators and wire harnesses; ● grab handles, pin cleats and other accessories; and ● made to order fabricated metal products primarily to the industrial market. -5- ​ The following table sets forth the location, size and business operations for each of CompX’s principal operating facilities at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Business ​ ​ ​ Size Facility Name ​ ​ ​ Operations ​ ​ ​ Location ​ ​ ​ (square feet) Owned Facilities : ​ ​ ​ National (1) SP Mauldin, SC 198,000 Grayslake (1) SP/MC Grayslake, IL 133,000 Custom (1) MC Neenah, WI 95,000 SP – Security Products business MC – Marine Components business (1) ISO-9001 registered facilities CompX believes all of its facilities are well maintained and satisfactory for their intended purposes.
Kronos expects the raw materials purchased under this contract, and contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years. Many of Kronos’ raw material contracts contain fixed quantities it is required to purchase or specify a range of quantities within which it is required to purchase.
Kronos expects the raw materials purchased under these contracts, and other contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years. Many of Kronos’ raw material contracts contain fixed quantities it is required to purchase or specify a range of quantities within which it is required to purchase.
The table below shows Kronos’ estimated market share for its significant markets, Europe and North America, for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2023 2024 Europe 14 % 12 % 14 % North America 17 % 16 % 17 % ​ Kronos believes it is the leading seller of TiO 2 in several countries, including Germany.
The table below shows Kronos’ estimated market share for its significant markets, Europe and North America, for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Europe 12 % 14 % 15 % North America 16 % 17 % 19 % ​ Kronos believes it is the leading seller of TiO 2 in several countries, including Germany.
Products and end-use markets – Kronos, including its predecessors, has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years. Kronos believes it is the largest chloride process TiO 2 producer in Europe with 44% of its 2024 sales volumes attributable to markets in Europe.
Products and end-use markets – Kronos, including its predecessors, has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years. Kronos believes it is the largest TiO 2 producer and chloride process TiO 2 producer in Europe with 45% of its 2025 sales volumes attributable to markets in Europe.
Kronos believes Western Europe and North America each account for approximately 15% of global TiO 2 consumption, respectively.
Kronos believes Western Europe and North America account for approximately 14% and 15% of global TiO 2 consumption, respectively.
Operations – Kronos produced 492,000, 401,000, and 535,000 metric tons of TiO 2 in 2022, 2023 and 2024, respectively. Kronos’ production volumes for 2022, 2023 and 2024 through the Acquisition Date include its share of the output produced by its TiO 2 manufacturing joint venture.
Operations – Kronos produced 401,000, 535,000 and 480,000 metric tons of TiO 2 in 2023, 2024 and 2025, respectively. Kronos’ production volumes for 2023 and 2024 through the Acquisition Date include its share of the output produced by its TiO 2 manufacturing joint venture.
Kronos’ capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved environmental protection such as lower emissions from its manufacturing facilities, were $17 million in 2024 and are currently expected to be approximately $24 million in 2025.
Kronos’ capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved environmental protection such as lower emissions from its manufacturing facilities, were $26 million in 2025 and are currently expected to be approximately $30 million in 2026.
These specialty chemicals are used in applications in the formulation of pearlescent pigments, production of electroceramic capacitors for cell phones and other electronic devices and natural gas pipe and other specialty applications. Manufacturing, operations and properties Manufacturing – Kronos produces TiO 2 in two crystalline forms: rutile and anatase.
These specialty chemicals are used in applications in the formulation of pearlescent pigments, production of electroceramic capacitors for cell phones and other electronic devices and natural gas pipe and other specialty applications. Manufacturing, operations and properties Manufacturing – Kronos produces TiO 2 in a rutile crystalline form.
Kronos and CompX promote a respectful, diverse and inclusive workplace in which all individuals are treated with respect and dignity. As of December 31, 2024, CompX employed 510 people, all in the United States.
Kronos and CompX promote a respectful, diverse and inclusive workplace in which all individuals are treated with respect and dignity. As of December 31, 2025, CompX employed 549 people, all in the United States.
During 2024, Kronos had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume Kronos believes it is the leading seller of TiO 2 in several countries, including Germany. Kronos’ principal competitors are LB Group Co. Ltd, The Chemours Company, Tronox Holdings PLC and Venator Materials PLC. The top five TiO 2 producers (i.e.
During 2025, -13- ​ Kronos had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume Kronos believes it is the leading seller of TiO 2 in several countries, including Germany. Kronos’ principal competitors are The Chemours Company, Tronox Holdings PLC and LB Group Co. Ltd. The top four TiO 2 producers (i.e.
CompX uses lost time incidents as a key measure of worker safety. CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work. CompX had three lost time incidents in 2022 and one in each of 2023 and 2024.
CompX uses lost time incidents as a key measure of worker safety. CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work. CompX had one lost time incident in each of 2023 and 2024 and two in 2025.
Kronos purchases feedstock for its chloride process TiO 2 from the following primary suppliers for certain contractually specified volumes for delivery extending, in some cases, through 2026: ​ ​ ​ ​ ​ ​ ​ ​ Supplier ​ Product ​ ​ Renewal Terms Rio Tinto Iron and Titanium Ltd ​ Chloride process grade slag ​ ​ Auto-renews bi-annually Rio Tinto Iron and Titanium Ltd ​ Upgraded slag ​ ​ Auto-renews annually Sierra Rutile Limited ​ Rutile ore ​ Renewal terms upon negotiations Iluka Resources Limited ​ Rutile ore ​ Renewal terms upon negotiations In the past Kronos has been, and expects it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
Kronos purchases feedstock for its chloride process TiO 2 from the following primary suppliers for volumes for delivery extending, in some cases, through 2028: ​ ​ ​ ​ ​ ​ ​ ​ Supplier ​ Product ​ ​ Renewal Terms Rio Tinto Iron and Titanium Ltd ​ Chloride process grade slag ​ ​ Auto-renews every two years Rio Tinto Iron and Titanium Ltd ​ Upgraded slag ​ ​ Auto-renews every two years Iluka Resources Limited ​ Rutile ore ​ Renewal terms upon negotiations In the past Kronos has been, and expects it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
The following tables show Kronos’ approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2024: ​ ​ ​ ​ Sales volume percentages by geographic region ​ Sales volume percentages by end-use Europe ​ 44 % ​ Coatings ​ 60 % North America ​ 40 % ​ Plastics ​ 27 % Asia Pacific ​ 9 % ​ Paper ​ 9 % Rest of World ​ 7 % ​ Other ​ 4 % ​ Some of the principal applications for Kronos’ products include the following: TiO 2 for coatings – Kronos’ TiO 2 is used to provide opacity, durability, tinting strength and brightness in industrial coatings, as well as coatings for commercial and residential interiors and exteriors, automobiles, aircraft, machines, appliances, traffic paint and other special purpose coatings.
The following tables show Kronos’ approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2025: ​ ​ ​ ​ Sales volume percentages by geographic region ​ Sales volume percentages by end-use Europe ​ 45 % ​ Coatings ​ 59 % North America ​ 40 % ​ Plastics ​ 30 % Asia Pacific ​ 8 % ​ Paper ​ 8 % Rest of World ​ 7 % ​ Other ​ 3 % ​ Some of the principal applications for Kronos’ products include the following: TiO 2 for coatings – Kronos’ TiO 2 is used to provide opacity, durability, tinting strength and brightness in industrial coatings, as well as coatings for commercial and residential interiors and exteriors, automobiles, aircraft, machines, appliances, traffic paint and other special purpose coatings.
CompX sells to a diverse customer base with only one customer representing 10% or more of its sales in 2024 (United States Postal Service representing 21%). CompX’s largest ten customers accounted for approximately 47% of its sales in 2024. Competition – The markets in which CompX participates are highly competitive.
CompX sells to a diverse customer base with only one customer representing 10% or more of its consolidated net sales in 2025 (United States Postal Service representing 26%). CompX’s largest ten customers accounted for approximately 52% of its sales in 2025. Competition – The markets in which CompX participates are highly competitive.
These raw materials are purchased from several suppliers, are readily available from numerous sources and accounted for approximately 13% of our total cost of sales for 2024. Total material costs, including purchased components, represented approximately 46% of our cost of sales in 2024.
These raw materials are purchased from several suppliers, are readily available from numerous sources and accounted for approximately 14% of our total cost of sales for 2025. Total material costs, including purchased components, represented approximately 43% of our cost of sales in 2025.
CompX’s major trademarks and brand names in addition to CompX ® include: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security Products Security Products Marine Components CompX ® Security Products™ ​ Lockview ® ​ CompX Marine ® ​ National Cabinet Lock ® ​ System 64 ® ​ Custom Marine ® ​ Fort Lock ® ​ SlamCAM ® ​ Livorsi ® Marine ​ Timberline ® Lock ® ​ RegulatoR ® ​ Livorsi II ® Marine ​ Chicago Lock ® ​ CompXpress ® ​ CMI Industrial ® ​ STOCK LOCKS ® ​ GEM ® ​ Custom Marine ® Stainless Exhaust ​ KeSet ® ​ Turbine ® ​ The #1 Choice in Performance Boating ® ​ TuBar ® ​ NARC iD ® ​ Mega Rim ® ​ StealthLock ® ​ NARC ® ​ Race Rim ® ​ ACE ® ​ ecoForce ® ​ Vantage View ® ​ ACE ® II ​ Pearl ® ​ GEN-X ® ​ CompX eLock ® ​ ​ ​ ​ ​ ​ Sales, marketing and distribution – A majority of CompX’s component sales are direct to large OEM customers through its factory-based sales and marketing professionals supported by engineers working in concert with field salespeople and independent manufacturer’s representatives.
Patents generally have a term of 20 years and CompX’s patents have remaining terms ranging from less than one year to 15 years at December 31, 2025. -6- ​ CompX’s major trademarks and brand names in addition to CompX ® include: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security Products ​ ​ ​ Security Products ​ ​ ​ Marine Components CompX ® Security Products™ ​ Lockview ® ​ CompX Marine ® ​ National Cabinet Lock ® ​ System 64 ® ​ Custom Marine ® ​ Fort Lock ® ​ SlamCAM ® ​ Livorsi ® Marine ​ Timberline ® Lock ® ​ RegulatoR ® ​ Livorsi II ® Marine ​ Chicago Lock ® ​ CompXpress ® ​ CMI Industrial ® ​ STOCK LOCKS ® ​ GEM ® ​ Custom Marine ® Stainless Exhaust ​ KeSet ® ​ Turbine ® ​ The #1 Choice in Performance Boating ® ​ TuBar ® ​ NARC iD ® ​ Mega Rim ® ​ StealthLock ® ​ NARC ® ​ Race Rim ® ​ ACE ® ​ ecoForce ® ​ Vantage View ® ​ ACE ® II ​ Pearl ® ​ GEN-X ® ​ CompX eLock ® ​ ​ ​ ​ ​ ​ Sales, marketing and distribution – A majority of CompX’s component sales are direct to large OEM customers through its factory-based sales and marketing professionals supported by engineers working in concert with field salespeople and independent manufacturer’s representatives.
Once an intermediate TiO 2 pigment has been produced by either the chloride or sulfate process, it is “finished” into products with specific performance characteristics for particular end-use applications through proprietary processes involving various chemical surface treatments and intensive micronizing (milling). ● Chloride process – The chloride process is a continuous process in which chlorine is used to extract rutile TiO 2 .
Once an intermediate TiO 2 pigment has been produced by either the chloride or sulfate process, it is “finished” into products with specific performance characteristics for particular end-use applications through proprietary processes involving various chemical surface treatments and intensive micronizing (milling). ● Chloride process – The substantial majority of Kronos’ production capacity is manufactured using a chloride process which is a continuous process that uses chlorine to extract rutile TiO 2 .
In most cases, commodity raw materials CompX purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation and energy. Processing and conversion costs are not expected to decrease and may negate the benefit of softening commodity prices on CompX’s purchases.
In most cases, commodity raw materials CompX purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation, and energy. Processing and conversion costs are not expected to decrease.
Subsequent to the Acquisition Date, Kronos’ 2024 production volumes include 100% of the production volumes from the LPC facility. Kronos’ average production capacity utilization rates were approximately 89% in 2022, 72% in 2023 and 96% in 2024.
Subsequent to the Acquisition Date, Kronos’ 2024 and 2025 production volumes include 100% of the production volumes from the Kronos Louisiana facility. Kronos’ average production capacity utilization rates were approximately 72% in 2023, 96% in 2024 and 77% in 2025.
LB Group previously announced it plans to add an additional 200,000 tons of chloride capacity which we expect will be added incrementally over the next several years.
LB Group previously announced it plans to add an additional 200,000 tons of chloride process capacity, which Kronos expects may be added incrementally over the next several years.
Kronos’ global total frequency rate aggregating information about employees and contractors was 1.01 in 2022 (0.86 of the aggregate represents employees only), 0.95 in 2023 (0.74 of the aggregate represents employees only) and 0.70 in 2024 (0.80 of the aggregate represents employees only).
Kronos’ global total frequency rate aggregating information about employees and contractors was 0.95 in 2023 (0.74 of the aggregate represents employees only), 0.70 in 2024 (0.80 of the aggregate represents employees only) and 0.57 in 2025 (0.64 of the aggregate represents employees only).
Kronos’ manufacturing facilities are strategically located adjacent to sources of water, which it uses for process operations and for shipping and receiving raw materials and finished products. Water-critical processes are identified and ongoing efforts to minimize water use are incorporated into environmental planning.
Kronos also actively manages potential water-related risks, including flooding and water shortages. Kronos’ manufacturing facilities are strategically located adjacent to sources of water, which it uses for process operations and for shipping and receiving raw materials and finished products. Water-critical processes are identified and ongoing efforts to minimize water use are incorporated into environmental planning.
The following table presents the division of Kronos’ expected 2025 manufacturing capacity by plant location and type of manufacturing process: ​ ​ ​ ​ ​ ​ ​ ​ ​ % of capacity by TiO 2 manufacturing process Facility ​ Description ​ Chloride Sulfate Leverkusen, Germany (1) ​ TiO 2 production, chloride process, co-products ​ ​ 29 % ​ ​ — % Nordenham, Germany ​ TiO 2 production, sulfate process, co-products ​ ​ — ​ ​ ​ 10 ​ Langerbrugge, Belgium ​ TiO 2 production, chloride process, co-products, titanium chemicals products ​ ​ 15 ​ ​ ​ — ​ Fredrikstad, Norway (2) ​ TiO 2 production, sulfate process, co-products ​ ​ — ​ ​ ​ 5 ​ Varennes, Canada (3) ​ TiO 2 production, chloride process, slurry facility, titanium chemicals products ​ ​ 15 ​ ​ ​ — ​ Lake Charles, LA, US (4) ​ TiO 2 production, chloride process ​ ​ 26 ​ ​ ​ — ​ Total ​ ​ ​ ​ 85 % ​ ​ 15 % ​ (1) The Leverkusen facility is located within a more extensive manufacturing complex.
The following table presents the division of Kronos’ expected 2026 manufacturing capacity by plant location and type of manufacturing process: ​ ​ ​ ​ ​ ​ ​ ​ ​ % of capacity by TiO 2 manufacturing process Facility ​ Description ​ Chloride Sulfate Leverkusen, Germany (1) ​ TiO 2 production, chloride process, co-products ​ ​ 28 % ​ ​ — % Nordenham, Germany ​ TiO 2 production, sulfate process, co-products ​ ​ — ​ ​ ​ 11 ​ Langerbrugge, Belgium ​ TiO 2 production, chloride process, co-products, titanium chemicals products ​ ​ 15 ​ ​ ​ — ​ Fredrikstad, Norway (2) ​ TiO 2 production, sulfate process, co-products ​ ​ — ​ ​ ​ 6 ​ Varennes, Canada (3) ​ TiO 2 production, chloride process, slurry facility, titanium chemicals products ​ ​ 16 ​ ​ ​ — ​ Lake Charles, LA, US ​ TiO 2 production, chloride process, slurry facility ​ ​ 24 ​ ​ ​ — ​ Total ​ ​ ​ ​ 83 % ​ ​ 17 % ​ (1) The Leverkusen facility is located within a more extensive manufacturing complex.
The U.S. government and various non-U.S. governmental agencies of countries in which Kronos operates have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022 (EU CSRD).
Governmental agencies of countries in which Kronos operates have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022 (“EU CSRD”).
Kronos sells to a diverse customer base with only one customer representing 10% or more of its net sales in 2024 (Behr Process Corporation – 10%). Kronos’ largest ten customers accounted for approximately 39% of net sales in 2024. Neither Kronos’ business as a whole nor any of its principal product groups is seasonal to any significant extent.
Kronos sells to a diverse customer base with no single customer representing 10% or more of its net sales in 2025. Kronos’ largest ten customers accounted for approximately 35% of net sales in 2025. Neither Kronos’ business as a whole nor any of its principal product groups is seasonal to any significant extent.
Kronos and its four principal competitors) account for approximately 51% of the world’s production capacity.
Kronos and its three principal competitors) account for approximately 42% of the world’s production capacity.
The following chart shows Kronos’ estimate of worldwide production capacity in 2024: ​ ​ ​ ​ ​ Worldwide production capacity – 2024 LB Group 13 % Chemours 13 % Tronox 12 % Kronos 7 % Venator 6 % Other 49 % ​ Chemours has approximately one-half of total North American TiO 2 production capacity and is Kronos’ principal North American competitor.
The following chart shows Kronos’ estimate of worldwide production capacity in 2025: ​ ​ ​ ​ ​ Worldwide production capacity – 2025 LB Group ​ ​ ​ 14 % Chemours 11 % Tronox 11 % Kronos 6 % Other 58 % ​ Chemours has approximately one-half of total North American TiO 2 production capacity and is Kronos’ principal North American competitor.
Sales and marketing – Kronos’ marketing strategy is aimed at developing and maintaining strong relationships with new and existing customers. Because TiO 2 represents a significant input cost for its customers, the purchasing decisions are often made by its customers’ senior management. Kronos works to maintain close relationships with the key decision makers through in-depth and frequent contact.
Because TiO 2 represents a significant input cost for its customers, the purchasing decisions are often made by its customers’ senior management. Kronos works to maintain close relationships with the key decision makers through in-depth and frequent contact.
Titanium-containing feedstock suitable for use in the chloride process is available from a limited but increasing number of suppliers principally in Australia, South Africa, Sierra Leone, Canada and India.
Chlorine is available from a number of suppliers, while petroleum coke is available from a limited number of suppliers. Titanium-containing feedstock suitable for use in the chloride process is available from a limited but increasing number of suppliers principally in Australia, South Africa, Africa, the Middle East, Norway, Canada and India.
Patents, trademarks, trade secrets and other intellectual property rights – Kronos has a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing its patents, primarily in the United States, Canada and Europe. Kronos also registers, maintains, and protects its trademark rights.
Since the beginning of 2020, Kronos has added eight new grades for pigments and other applications. Patents, trademarks, trade secrets and other intellectual property rights – Kronos has a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing its patents, primarily in the United States, Canada and Europe. Kronos also registers, maintains, and protects its trademark rights.
These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, improving product quality and strengthening Kronos’ competitive position by developing new products and applications. Kronos’ expenditures for these activities were approximately $15 million in 2022, $18 million in 2023 and $14 million in 2024. Kronos expects to spend approximately $15 million on research and development in 2025.
These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, reducing production costs improving product quality and strengthening Kronos’ competitive position by developing new products and applications. Kronos’ expenditures for these activities were approximately $18 million in 2023, $14 million in 2024 and $16 million in 2025.
The chloride process produces less waste than the sulfate process because much of the chlorine is recycled and feedstock bearing higher titanium content is used. The chloride process also has lower energy requirements and is less labor-intensive than the sulfate process, although the chloride process requires a higher-skilled labor force.
The chloride process produces less waste than the sulfate process because much of the chlorine is recycled, and it utilizes ore containing a higher TiO2 content. The chloride process also has lower energy requirements and is less labor-intensive than the sulfate process, although the chloride process requires a higher-skilled labor force and uninterrupted power.
In addition, in 2024 Kronos closed its sulfate production line in Varennes, Canada. The TiO 2 industry is characterized by high barriers to entry consisting of high capital costs, proprietary technology and significant lead times required to construct new facilities or to expand existing capacity.
The TiO 2 industry is characterized by high barriers to entry consisting of high capital costs, proprietary technology and significant lead times required to construct new facilities or to expand existing capacity.
Kronos’ major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers. Kronos ships TiO 2 to its customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of Kronos’ core TiO 2 pigments represented approximately 90% of its net sales in 2024.
Kronos ships TiO 2 to its customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of Kronos’ core TiO 2 pigments represented approximately 90% of its net sales in 2025.
As of December 31, 2024, Kronos employed the following number of people: ​ ​ ​ Europe 1,813 Canada 364 United States 347 Total 2,524 CompX believes its labor relations are good at all of its facilities. Certain employees at each of Kronos’ production facilities are organized by labor unions.
As of December 31, 2025, Kronos employed the following number of people (an approximate ~10.5% decrease from 2024): ​ ​ ​ Europe ​ ​ ​ 1,650 Canada 302 United States 311 Total 2,263 CompX believes its labor relations are good at all of its facilities. Certain employees at each of Kronos’ production facilities are organized by labor unions.
Kronos owns the land underlying all of its principal production facilities unless otherwise indicated in the table above. Kronos also operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.
(3) In the third quarter of 2024, Kronos closed its sulfate process line at its plant in Varennes, Canada. -11- ​ Kronos owns the land underlying all of its principal production facilities unless otherwise indicated in the table above. Kronos also operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.
Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process, whereas anatase TiO 2 is only produced using a sulfate production process. Manufacturers of many end-use applications can use either form, especially during periods of tight supply for TiO 2 .
Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process. Manufacturers of many end-use applications can use either form, especially during periods of tight supply for TiO 2 . The chloride process is the preferred form for use in coatings and plastics, the two largest end-use markets.
However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring to meet demand during the spring and summer painting seasons.
However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring in the northern hemisphere to meet demand during the spring and summer painting seasons. Kronos generally builds inventories to meet expected customer demand. Competition – The TiO 2 industry is highly competitive.
When possible, CompX seeks to mitigate the impact of fluctuations in these raw material costs on its margins through improvements in production efficiencies or other operating cost reductions.
When purchased on the spot market, each of these raw materials may be subject to sudden and unanticipated price increases. When possible, CompX seeks to mitigate the impact of fluctuations in these raw material costs on its margins through improvements in production efficiencies or other operating cost reductions.
LPC owns and operates a chloride-process TiO 2 plant located near Lake Charles, Louisiana. On July 16, 2024 Kronos acquired the remaining 50% interest in LPC held by Venator for consideration of $185 million less a working capital adjustment. Prior to the acquisition, Kronos accounted for its interest in the joint venture by the equity method.
LPC owned and operated a chloride-process TiO 2 plant located near Lake Charles, Louisiana. On July 16, 2024 Kronos acquired the remaining 50% interest in LPC held by Venator. In 2025, Kronos merged LPC into Kronos’ wholly-owned subsidiary Kronos Louisiana, Inc . Prior to the acquisition, Kronos accounted for its interest in the joint venture by the equity method.
The chloride process is the preferred form for use in coatings and plastics, the two largest end-use markets. Due to environmental factors and customer considerations, the proportion of TiO 2 industry sales represented by chloride process pigments has remained stable relative to sulfate process pigments, and in 2024, chloride process production facilities represented approximately 41% of industry capacity.
Due to environmental factors and customer considerations, the proportion of TiO 2 industry sales represented by chloride process pigments has remained stable relative to sulfate process pigments, and in 2025, chloride process production facilities represented approximately 39% of industry capacity.
Manufacturing, operations and products – CompX’s Security Products business manufactures mechanical and electrical cabinet locks and other locking mechanisms used in a variety of applications including mailboxes, ignition systems, file cabinets, desk drawers, tool storage cabinets, high security medical cabinetry, integrated inventory and access control secured narcotics boxes, electronic circuit panels, storage compartments, gas station security, vending and cash containment machines.
CompX continuously seeks to diversify into new markets and identify new applications and features for its products, which it believes provide a greater potential for higher rates of earnings growth as well as diversification of risk. -4- ​ Manufacturing, operations and products – CompX’s Security Products business manufactures mechanical and electrical cabinet locks and other locking mechanisms used in a variety of applications including mailboxes, ignition systems, file cabinets, desk drawers, tool storage cabinets, high security medical cabinetry, integrated inventory and access control secured narcotics boxes, electronic circuit panels, storage compartments, gas station security, vending and cash containment machines.
Kronos and its agents and distributors primarily sell products in three major end-use markets: coatings, plastics and paper.
Kronos and its agents and distributors primarily sell products in three major end-use markets: coatings, plastics and paper as well as into the market for white packaging inks.
Beginning in the fourth quarter of 2022 and continuing throughout the first quarter of 2024, Kronos adjusted production levels to correspond with reduced customer demand resulting from challenging economic conditions and geopolitical uncertainties. Kronos increased production levels to align with higher overall customer demand in 2024. Properties – Kronos operates facilities throughout North America and Europe.
Kronos’ production levels during 2023 and the second half of 2025 were reduced to align with lower customer demand resulting from challenging economic conditions and geopolitical uncertainties. In 2024, Kronos increased production to meet higher overall customer demand. Properties – Kronos operates facilities throughout North America and Europe.
Kronos continually seeks to improve the quality of its grades and has been successful in developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles. Since the beginning of 2020, Kronos has added six new grades for pigments and other applications.
Kronos expects to spend approximately $13 million on research and development in 2026. Kronos continually seeks to improve the quality of its grades and has been successful in developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles.
Overall, Kronos is one of the top five producers of TiO 2 in the world. -8- ​ Kronos offers its customers a broad portfolio of products that include over 50 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements.
Kronos offers its customers a broad portfolio of products that include over 30 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements. -8- ​ Kronos’ major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers.
CompX’s Marine Components business manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (towboats) and performance boats. CompX’s Marine Components business has a facility in Neenah, Wisconsin and a facility in Grayslake, Illinois which is shared with Security Products.
CompX’s Marine Components business manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (towboats) and performance boats. CompX’s Marine Components business also manufactures and distributes to the industrial market.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeShould CompX’s vendors not be able to meet their supply obligations or should CompX be otherwise unable to obtain necessary raw materials or components, CompX may incur higher supply costs or may be required to reduce production levels, either of which may decrease our liquidity or negatively impact our financial condition or results of operations as CompX may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.
Biggest changeIncreases in CompX’s supply costs may decrease our liquidity or negatively impact our financial condition or results of operations as CompX may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs. Dependence on CompX’s significant customers could adversely affect our business and results of operations.
Future variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect its operating results and decrease liquidity as Kronos may not always be able to increase its selling prices to offset the impact of any higher costs or reduced production levels.
Future variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may -21- ​ significantly affect its operating results and decrease liquidity as Kronos may not always be able to increase its selling prices to offset the impact of any higher costs or reduced production levels.
While CompX will continue to emphasize the introduction of innovative -20- ​ new product features that target customer-specific opportunities, it does not know if any new product features it introduces will achieve the same degree of success that it has achieved with its existing products. At times CompX works with new and existing customers on specific product innovations.
While CompX will continue to emphasize the introduction of innovative new product features that target customer-specific opportunities, it does not know if any new product features it introduces will achieve the same degree of success that it has achieved with its existing products. At times CompX works with new and existing customers on specific product innovations.
If Kronos or Kronos’ worldwide vendors are unable to meet their planned or contractual obligations and Kronos was unable to obtain necessary raw materials, Kronos could incur higher costs for raw materials or may be required to reduce production levels. Kronos experienced increases in feedstock costs in 2023 and 2024, for example, which affected its margins.
If Kronos or Kronos’ worldwide vendors are unable to meet their planned or contractual obligations and Kronos was unable to obtain necessary raw materials, Kronos could incur higher costs for raw materials or may be required to reduce production levels. For example, Kronos experienced increases in feedstock costs in 2023 and 2024, which negatively affected its margins.
The introduction of new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers. The ability to coordinate these activities with current and potential customers may be affected by factors beyond CompX’s control.
The introduction of -20- ​ new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers. The ability to coordinate these activities with current and potential customers may be affected by factors beyond CompX’s control.
Tariffs could make Kronos’ products more expensive which would reduce demand or require it to absorb the increased costs reducing its operating margins; -25- ​ ● protectionist laws, policies, and business practices and nationalistic campaigns such as economic sanctions and exchange controls; ● U.S. relations with the governments of the other countries in which Kronos operates; ● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine and Israel and Hamas); ● natural disasters, pandemics or other health crises, climate change, and other events beyond Kronos’ control; ● difficulties enforcing agreements or other legal rights; and ● Kronos’ effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
Tariffs could make Kronos’ products more expensive which would reduce demand or require it to absorb the increased costs reducing its operating margins; ● protectionist laws, policies, and business practices and nationalistic campaigns such as economic sanctions and exchange controls; ● U.S. relations with the governments of the other countries in which Kronos operates; ● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine); ● natural disasters, pandemics or other health crises, climate change, and other events beyond Kronos’ control; ● difficulties enforcing agreements or other legal rights; and ● Kronos’ effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
Although Kronos and CompX have systems and procedures in place to protect information technology systems, there can be no assurance that such systems and procedures would be sufficiently effective.
Although Kronos and CompX have systems and procedures in place to protect information technology systems, there can be no assurance -26- ​ that such systems and procedures would be sufficiently effective.
Kronos faces significant competition from international and regional competitors, including TiO 2 producers in China, who have significant sulfate production process capacity.
Kronos faces significant competition from international and regional competitors, including increasing competition from TiO 2 producers in China, who have significant sulfate production process capacity.
Operational Risk Factors Demand for, and prices of, certain of Kronos’ products are influenced by changing market conditions for its products, which may result in reduced earnings or in operating losses. Kronos’ sales and profitability are largely dependent on the TiO 2 industry. In 2024, approximately 90% of Kronos’ sales were attributable to sales of TiO 2 .
Operational Risk Factors Demand for, and prices of, certain of Kronos’ products are influenced by changing market conditions for its products, which may result in reduced earnings or in operating losses. Kronos’ sales and profitability are largely dependent on the TiO 2 industry. In 2025, approximately 90% of Kronos’ sales were attributable to sales of TiO 2 .
Kronos has significant international operations which, along with its customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including: ● global or regional economic downturns; ● changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, the recently enacted tariff on goods imported from Canada where Kronos manufactures a significant portion of the TiO 2 it sells in North America.
Kronos has significant international operations which, along with its customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including: ● global or regional economic downturn; ● changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, tariffs enacted on goods imported from Canada where Kronos manufactures a significant portion of the TiO 2 it sells in North America.
See also Item 3 – “Legal Proceedings – Environmental matters and litigation.” -23- ​ If some or all of Kronos’ or CompX’s intellectual property were to be declared invalid, held to be unenforceable or copied by competitors, or some or all of Kronos’ or CompX’s confidential information become known to competitors, or if Kronos’ or CompX’s competitors were to develop similar or superior intellectual property or technology, their ability to compete could be adversely impacted.
See also Item 3 – “Legal Proceedings – Environmental matters and litigation.” If some or all of Kronos’ or CompX’s intellectual property were to be declared invalid, held to be unenforceable or copied by competitors, or some or all of Kronos’ or CompX’s confidential information becomes known to competitors, or if Kronos’ or CompX’s competitors were to develop similar or superior intellectual property or technology, their ability to compete could be adversely impacted.
The occurrence of any of these factors could result in reduced earnings or operating losses. ● Competitors may be able to drive down prices for CompX’s products beyond its ability to adjust costs because their costs are lower than CompX, especially products sourced from Asia. ● Competitors’ financial, technological and other resources may be greater than CompX’s resources, which may enable them to more effectively withstand changes in market conditions. ● Competitors may be able to respond more quickly than CompX can to new or emerging technologies and changes in customer requirements. ● Consolidation of CompX’s competitors or customers in any of the markets in which it competes may result in reduced demand for its products. ● A reduction of CompX’s market share with one or more of its key customers, or a reduction in one or more of its key customers’ market share for their end-use products, may reduce demand for its products. ● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with CompX’s products. ● CompX may not be able to sustain a cost structure that enables it to be competitive. ● Customers may no longer value CompX’s product design, quality or durability over the lower cost products of its competitors.
The occurrence of any of these factors could result in reduced earnings or operating losses. ● Competitors may be able to drive down prices for CompX’s products beyond its ability to adjust costs because their costs are lower than CompX, especially products sourced from Asia. ● Competitors’ financial, technological and other resources may be greater than CompX’s resources, which may enable them to more effectively withstand changes in market conditions. ● Competitors may be able to respond more quickly than CompX can to new or emerging technologies and changes in customer requirements. ● Consolidation of CompX’s competitors or customers in any of the markets in which it competes may result in reduced demand for its products. ● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with CompX’s products. ● CompX may not be able to sustain a cost structure that enables it to be competitive. ● Customers may no longer value CompX’s product design, quality or durability over the lower cost products of its competitors.
Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflicts and public health crises such as pandemics, could prevent CompX’s vendors from being able to supply these components.
Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflicts or trade wars and public health crises such as pandemics, could prevent CompX’s vendors from being able to supply these components.
Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices. China has dumped lower cost sulfate process TiO 2 into the markets Kronos serves.
For example, Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices. China has dumped lower cost sulfate process TiO 2 into markets Kronos serves.
The global market in which Kronos operates its business is concentrated, with the top five TiO 2 producers accounting for approximately 51% of the world’s production capacity and is highly competitive. Competition is based on -19- ​ a number of factors, such as price, product quality and service.
The global market in which Kronos operates its business is concentrated, with the top four TiO 2 producers accounting for approximately 42% of the world’s production capacity and is highly competitive. Competition is based on -19- ​ a number of factors, such as price, product quality and service.
In addition, some of Kronos’ competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand changes in market conditions. Kronos’ competitors may be able to respond more quickly than it can to new or emerging technologies and changes in customer requirements.
In addition, some of Kronos’ competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand extended periods of reduced demand or other changes in market conditions. Kronos’ competitors may be able to respond more quickly than it can to new or emerging technologies and changes in customer requirements.
Kronos’ level of debt could have important consequences to our stockholders and creditors, including: ● making it more difficult for Kronos to satisfy its obligations with respect to its liabilities; ● increasing its vulnerability to adverse general economic and industry conditions; ● requiring that a portion of its cash flows from operations be used for the payment of interest on its debt, which reduces its ability to use its cash flow to fund working capital, capital expenditures, dividends on its common stock, acquisitions or general corporate requirements; ● limiting the ability of Kronos’ subsidiaries to pay dividends to it; ● limiting Kronos’ ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or general corporate requirements; ● limiting Kronos’ flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and ● placing Kronos at a competitive disadvantage relative to other less leveraged competitors. -22- ​ Indebtedness outstanding under Kronos’ Global Revolver accrues interest at variable rates.
Kronos’ level of debt could have important consequences to our stockholders and creditors, including: ● making it more difficult for Kronos to satisfy its obligations with respect to its liabilities; ● increasing its vulnerability to adverse general economic and industry conditions; ● requiring that a portion of its cash flows from operations be used for the payment of interest on its debt, which reduces its ability to use its cash flow to fund working capital, capital expenditures, dividends on its common stock, acquisitions or general corporate requirements; ● limiting the ability of Kronos’ subsidiaries to pay dividends to it or limiting its ability to pay dividends to its shareholders; ● limiting Kronos’ ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or general corporate requirements; ● limiting Kronos’ flexibility in planning for, or reacting to, changes in its business and the industry in which it operates; and ● placing Kronos at a competitive disadvantage relative to other less leveraged competitors.
As Kronos currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, the 25% tariff on Kronos’ imports into the U.S. from Canada, without exclusion, will make its products manufactured in Canada and sold into the U.S. more expensive.
As Kronos currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, a tariff on Kronos’ imports into the U.S. from Canada, would make its products manufactured in Canada and sold into the U.S. more expensive.
With or without such difficulties, the integration of the LPC facility into Kronos’ operations may divert significant management time and attention from its other operations.
With or without such difficulties, the integration of the Kronos Louisiana facility into Kronos’ operations may divert significant management time and attention from its other operations.
Kronos has a significant amount of debt, primarily related to its 9.50% Senior Secured Notes due 2029 and its 3.75% Senior Secured Notes due 2025, its term loan from Contran, and borrowings on its global revolving credit facility (“Global Revolver”). As of December 31, 2024, Kronos’ total consolidated debt was approximately $507.4 million.
Kronos has a significant amount of debt, primarily related to its 9.50% Senior Secured Notes due 2029, its term loan from Contran, and borrowings on its global revolving credit facility (“Global Revolver”). As of December 31, 2025, -22- ​ Kronos’ total consolidated debt was approximately $557.4 million.
Kronos operates its businesses in several different countries and sells its products worldwide. For example, during both 2023 and 2024, approximately 44% of Kronos’ sales volumes were sold into European markets.
Kronos operates its businesses in several different countries and sells its products worldwide. For example, during both 2024 and 2025, approximately 44% and 45% of Kronos’ sales volumes, respectively, were sold into European markets.
TiO 2 production requires significant energy input, and economic sanctions or supply disruptions resulting from armed conflict could lead to additional volatility in global energy prices and energy supply disruptions. These risks, individually or in the aggregate, could have an adverse effect on Kronos’ results of operations and financial condition. Kronos is experiencing increasing competition from China.
TiO 2 production requires significant energy input, and economic sanctions or supply disruptions resulting from armed conflict could lead to additional volatility in global energy prices and energy supply disruptions. These risks, individually or in the aggregate, could have an adverse effect on Kronos’ results of operations and financial condition.
If Kronos fails to successfully integrate LPC into its operations, or if the LPC acquisition does not provide expected synergies or sales increases, or if LPC has unexpected legal or financials liabilities, its business, financial condition, result of operations and prospects could be adversely affected.
If Kronos fails to successfully integrate the Kronos Louisiana facility into its operations, if the acquisition does not provide expected synergies or sales increases, or if Kronos Louisiana has unexpected legal or financial liabilities, its business, financial condition, results of operations and prospects could be adversely affected.
In addition to Kronos’ indebtedness, Kronos is party to various lease and other agreements (including feedstock purchase contracts and other long-term supply and service contracts, as discussed above) pursuant to which, along with its indebtedness, Kronos is committed to pay approximately $701 million in 2025.
In addition to Kronos’ indebtedness, Kronos is party to various lease and other agreements (including feedstock purchase contracts with minimum commitments and other long-term supply and service contracts, as discussed above) pursuant to which, along with its indebtedness, Kronos is committed to pay approximately $193 million in 2026.
The U.S. government and various non-U.S. governmental agencies of countries in which Kronos and CompX operate have determined the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regarding carbon emission costs, GHG emissions and renewable energy targets.
Governmental agencies of countries in which Kronos and CompX operate have determined, or may determine in the future the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regulating carbon and other GHG emissions and the use of renewable energy.
Therefore, Kronos is exposed to risks related to the need to convert currencies we receive from the sale of its products into the currencies required to pay for certain of its operating costs and expenses and other liabilities (including indebtedness), all of which could result in future losses depending on fluctuations in currency exchange rates and affect the comparability of Kronos’ results of operations between periods.
Therefore, Kronos is exposed to risks related to the need to convert currencies it receives from the sale of its products into the currencies required to pay for certain of its operating costs and expenses and other liabilities (including indebtedness), all of which could result in future losses depending on fluctuations in currency exchange rates and affect the comparability of Kronos’ results of operations between periods. -23- ​ Legal, Compliance and Regulatory Risk Factors We could incur significant costs related to legal and environmental matters.
To the extent market interest rates rise, the cost of Kronos’ debt could increase, even if the amount borrowed remains the same, adversely affecting its financial condition, results of operations and cash flows.
Indebtedness outstanding under Kronos’ Global Revolver accrues interest at variable rates. To the extent market interest rates rise, the cost of Kronos’ debt could increase, even if the amount borrowed remains the same, adversely affecting its financial condition, results of operations and cash flows.
Legal, Compliance and Regulatory Risk Factors We could incur significant costs related to legal and environmental matters. We formerly manufactured lead pigments for use in paint. We and others have been named as defendants in various legal proceedings seeking damages for personal injury, property damage and governmental expenditures allegedly caused by the use of lead-based paints.
We formerly manufactured lead pigments for use in paint. We and others have been named as defendants in various legal proceedings seeking damages for personal injury, property damage and governmental expenditures allegedly caused by the use of lead-based paints.
Third parties may independently discover CompX’s trade secrets and proprietary information, and in such cases CompX could not assert any trade secret rights against such parties. Further, CompX does not know if any of its pending trademark or patent applications will be approved. Costly and time-consuming litigation could be necessary to enforce and determine the scope of intellectual property rights.
Third parties may independently discover CompX’s trade secrets and proprietary information, and in such cases CompX could not assert -24- ​ any trade secret rights against such parties. Further, CompX does not know if any of its pending trademark or patent applications will be approved.
If Kronos experiences unforeseen technological, operation or other difficulties in managing the integration of LPC as its wholly-owned subsidiary, it may not be able to implement the process innovations at the facility that it expects. In addition, Kronos may not be able to achieve the synergies or improve efficiency and product quality that it expects.
If Kronos experiences unforeseen technological, operational or other difficulties in integrating the Kronos Louisiana facility into its operations as Kronos’ wholly-owned subsidiary, it may not be able to implement the process innovations at the facility that it expects. In addition, Kronos may not be able to achieve the anticipated synergies or improvements in efficiency and product quality that it expects.
Due to the increase in global cybersecurity incidents it has become increasingly difficult to obtain insurance coverage on reasonable pricing terms to mitigate some risks associated with technology failures or cybersecurity breaches, and Kronos and CompX are experiencing such difficulties in obtaining insurance coverage.
Due to the increase in global cybersecurity incidents it has become increasingly difficult to obtain insurance coverage on reasonable pricing terms to mitigate some risks associated with technology failures or cybersecurity breaches, and Kronos and CompX are experiencing such difficulties in obtaining insurance coverage. ​ Physical impacts of climate change could have a material adverse effect on Kronos’ or CompX’s costs and operations.
Kronos’ recent acquisition of the remaining 50% interest in LPC may not generate benefits it anticipates and may otherwise affect its business and prospects. Kronos recently completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did -21- ​ not previously own.
Kronos’ acquisition of the remaining 50% interest in LPC may not generate benefits it anticipates and may otherwise affect its business and prospects. In July 2024, Kronos completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did not previously own and Kronos subsequently merged LPC into Kronos’ wholly-owned subsidiary, Kronos Louisiana.
In addition, any adopted future laws and regulations focused on climate change and/or GHG emissions could negatively impact Kronos’ or CompX’s ability (or that of its customers and suppliers) to compete with companies situated in areas not subject to such laws and regulations.
In addition, any adopted future laws and regulations focused on climate change and/or GHG emissions could negatively impact Kronos’ or CompX’s ability (or that of its customers and suppliers) to compete with companies situated in areas not subject to such laws and regulations. -25- ​ General Risk Factors Kronos’ operating as a global business presents risks associated with global and regional economic, political, and regulatory environments.
Third parties may claim that CompX or its customers are infringing upon their intellectual property rights. Even if CompX believes such claims are without merit, they can be time-consuming and costly to defend and distract management’s and technical staff’s attention and resources.
Even if CompX believes such claims are without merit, they can be time-consuming and costly to defend and distract management’s and technical staff’s attention and resources.
If Kronos or CompX must take legal action to protect, defend or enforce intellectual property rights, any suits or proceedings could result in significant costs, including attorney’s fees and diversion of resources and management’s attention, and Kronos or CompX may not prevail in any such suits or proceedings. -24- ​ Environmental, health and safety laws and regulations, particularly as they relate to Kronos, may result in increased regulatory scrutiny which could decrease demand for Kronos’ products, increase Kronos’ manufacturing and compliance costs or obligations and result in unanticipated losses which could negatively impact its financial results or limit its ability to operate its business.
Environmental, health and safety laws and regulations, particularly as they relate to Kronos, may result in increased regulatory scrutiny which could decrease demand for Kronos’ products, increase Kronos’ manufacturing and compliance costs or obligations and result in unanticipated losses which could negatively impact its financial results or limit its ability to operate its business.
In addition, the laws of certain countries do not protect intellectual property rights to the same extent as the laws of the United States. Therefore, in certain jurisdictions, CompX may be unable to protect its technology and designs adequately against unauthorized third-party use, which could adversely affect its competitive position.
Therefore, in certain jurisdictions, CompX may be unable to protect its technology and designs adequately against unauthorized third-party use, which could adversely affect its competitive position. Third parties may claim that CompX or its customers are infringing upon their intellectual property rights.
General Risk Factors Kronos’ operating as a global business presents risks associated with global and regional economic, political, and regulatory environments. Kronos manufactures and distributes its products globally. Revenue from non-U.S. markets accounted for approximately 68%, 66%, and 66% of Kronos’ revenue for the years ended December 31, 2022, 2023 and 2024, respectively.
Kronos manufactures and distributes its products globally. Revenue from non-U.S. markets accounted for approximately 66%, 66%, and 64% of Kronos’ revenue for the years ended December 31, 2023, 2024 and 2025, respectively.
Extreme weather conditions may increase our costs or cause damage to Kronos’ or CompX’s facilities, and any damage resulting from extreme weather may not be fully insured.
Climate change may increase both the frequency and severity of extreme weather conditions and natural disasters, such as hurricanes, thunderstorms, tornadoes, drought and snow or ice storms. Extreme weather conditions may increase our costs or cause damage to Kronos’ or CompX’s facilities, and any damage resulting from extreme weather may not be fully insured.
These agreements require Kronos to purchase certain minimum quantities or services with minimum purchase commitments aggregating approximately $67 million at December 31, 2024. Kronos’ commitments under these contracts could adversely affect our financial results if Kronos significantly reduces its production and was unable to modify the contractual commitments.
In addition, Kronos has other long-term supply and service contracts that provide for various raw materials and services which may require Kronos to purchase certain minimum quantities. Kronos’ obligations under these contracts could adversely affect our financial results if Kronos significantly reduces its production and was unable to modify the contractual commitments.
In some cases, the TiO 2 industry has been successful in getting anti-competitive duties enacted on Chinese imports such as the European duties enacted in 2024. ​ The U.S. federal government has recently implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.
The U.S. federal government has recently implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.
Removed
Kronos’ current agreements require it to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $542 million beginning in 2025 and extending through 2026. In addition, Kronos has other long-term supply and service contracts that provide for various raw materials and services.
Added
In some cases, Western TiO 2 producers have been successful in obtaining anti-dumping duties on Chinese imports such as duties recently enacted in the European Union, Brazil, Saudi Arabia, and other jurisdictions.
Removed
For example, on March 4, 2025, the U.S. government implemented a 25% tariff on all imports from Mexico and Canada into the U.S.
Added
Should CompX’s vendors not be able to meet their supply obligations or should CompX be otherwise unable to obtain necessary raw materials or components, CompX may incur higher supply costs or may be required to reduce or suspend production.
Removed
Physical impacts of climate change could have a material adverse effect on Kronos’ or CompX’s costs and operations. -26- ​ Climate change may increase both the frequency and severity of extreme weather conditions and natural disasters, such as hurricanes, thunderstorms, tornadoes, drought and snow or ice storms.
Added
In addition, the imposition of new tariffs or increases in existing tariffs by the U.S. government on imports from China, Mexico or other countries from which CompX imports raw materials and other components could increase its supply costs.
Added
For the year ended December 31, 2025, CompX’s ten largest customers accounted for approximately 52% of our consolidated net sales, with a single customer accounting for 26% of our consolidated net sales.
Added
Because CompX’s customers’ purchases are made through purchase orders rather than long-term contracts or minimum purchase commitments, order levels can fluctuate significantly period to period based on customer needs. In addition, significant customers may negotiate more favorable pricing or terms which may pressure our operating margins.
Added
If any significant CompX customer reduces its purchases, loses market share for its end-use products, experiences financial difficulty, changes suppliers, or otherwise alters its relationship with CompX, demand for its products could decline. Any such reduction in CompX’s sales could potentially have a material adverse effect on our revenues and results of operations.
Added
Kronos’ current agreements have minimum purchase requirements, targeted purchases or require it to purchase certain minimum percentage-based quantities of feedstock based upon its annual purchasing requirements. Kronos estimates purchases under these feedstock agreements will be between approximately $375 million and $450 million in 2026.
Added
Costly and time-consuming litigation could be necessary to enforce and determine the scope of intellectual property rights. In addition, the laws of certain countries do not protect intellectual property rights to the same extent as the laws of the United States.
Added
If Kronos or CompX must take legal action to protect, defend or enforce intellectual property rights, any suits or proceedings could result in significant costs, including attorney’s fees and diversion of resources and management’s attention, and Kronos or CompX may not prevail in any such suits or proceedings.
Added
Tariff mitigation strategies, such as those Kronos undertook in the first quarter of 2025 which included building and positioning inventory from its Canadian facility into the U.S., may result in increased shipping and warehousing costs. Future mitigation strategies may offer only temporary relief from the effect of these tariffs.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also conduct post-incident reviews to identify lessons learned and implement continuous improvements. We, Kronos and CompX face a number of cybersecurity risks. To date, such risks have not materially affected us, including our business strategy, results of operations or financial condition.
Biggest changeWe, Kronos and CompX face a number of cybersecurity risks. To date, such risks have not materially affected us, including our business strategy, results of operations or financial condition. While we have not experienced any major breaches, we actively monitor and mitigate cyber threats, including phishing attempts, malware and targeted attacks.
Our CIO, who also serves as the Kronos CIO, reports to our and Kronos’ chief executive officers, respectively. CompX’s cybersecurity program is led by the director of information technology (IT). The director of IT reports to CompX’s vice president in charge of coordinating operational activities within CompX’s two operating business segments.
Our CIO, who also serves as the Kronos CIO, reports to our and Kronos’ chief executive officers, respectively. CompX’s cybersecurity program is led by the director of information technology (“IT”). The director of IT reports to CompX’s vice president in charge of coordinating operational activities within CompX’s two operating business segments.
Our CIDAC, as well as the Kronos and CompX CIDAC, performs simulations and tabletop exercises at a -27- ​ management level to evaluate our readiness and response to cybersecurity incidents. As needed, we collaborate with external cybersecurity experts and legal advisors to help ensure a robust response strategy.
Our CIDAC, as well as the Kronos and CompX CIDAC, performs simulations and tabletop exercises at a management level to evaluate our readiness and response to cybersecurity incidents. As needed, we collaborate with external cybersecurity experts and legal advisors to help ensure a robust response strategy.
All employees are required to complete cybersecurity training at least once a year and have access to more frequent cybersecurity training through periodic updates. Employees in certain roles also receive additional role-based, specialized cybersecurity training. We, Kronos and CompX each have a Cybersecurity Incident Disclosure and Controls Committee (CIDAC) which is central to the response and evaluation of cybersecurity incidents.
All company employees are required to complete cybersecurity training at least once a year, have access to more frequent cybersecurity training through periodic updates. Employees in certain roles also receive additional role-based, specialized cybersecurity training. We, Kronos and CompX each have a Cybersecurity Incident Disclosure and Controls Committee (“CIDAC”) which is central to the response and evaluation of cybersecurity incidents.
Our CIDAC is comprised of our CIO and other senior executives including our chief executive officer, chief financial officer and general counsel. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation.
Our CIDAC is comprised of our CIO and other senior executives including our chief executive officer, chief financial officer and general counsel. Information security events and incidents are evaluated, ranked by severity and prioritized for response and remediation.
Our, Kronos’ and CompX’s information technology teams review cybersecurity risks at least annually, integrating findings into strategic risk assessments. We, Kronos and CompX continually enhance our cyber defense strategy with the ultimate goal of preventing cybersecurity incidents to the extent feasible, while simultaneously bolstering our system resilience in an effort to minimize the business impact should an incident occur.
Our, Kronos’ and CompX’s information technology teams review cybersecurity risks at least annually, integrating findings into strategic risk assessments and applicable corrective action plans. -27- ​ We, Kronos and CompX continually enhance our cyber defense strategy with the ultimate goal of preventing cybersecurity incidents to the extent feasible, while simultaneously bolstering our system resilience in an effort to minimize the business impact should an incident occur.
The IT teams are responsible for categorizing cybersecurity incidents, and those deemed high-risk or critical are escalated to the CIDAC for review and response coordination. Incidents are evaluated to determine materiality and for operational, financial and reputational impact.
The IT teams are responsible for categorizing cybersecurity incidents, and those deemed high-risk or critical are escalated to the CIDAC for strategic review and response coordination. Incidents are evaluated to determine regulatory requirements, materiality and potential operational, financial and reputational impact.
Our corporate cybersecurity program is led by our chief information officer (CIO), who is responsible for developing and executing our overall information security strategy, policy, security engineering, operations and cyber threat detection and response. Our corporate information systems are owned and operated by Contran and provided to us through the ISA.
Our corporate cybersecurity program is led by our chief information officer (“CIO”), who is ultimately responsible for developing and executing our overall information security strategy, policies, security engineering, operations and cyber threat detection and response. Our corporate information systems are owned and operated by Contran and provided to us through the ISA.
Both our CIO and the director of IT have extensive information technology and program management experience and lead teams that have many years of experience with each organization. Cybersecurity risks at each company are also reviewed and tested annually through third-party assessments and internal and external information technology audits.
Both our CIO and the director of IT have extensive information technology and program management experience and lead teams with significant tenure and familiarity with each organization. Cybersecurity risks at each company are also reviewed and tested annually through third-party assessments and internal and external information technology audits.
These risks include, among other things: operational disruptions, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Our cybersecurity programs are built on both operational and compliance foundations. The operational component focuses on continuous detection, prevention, measurement, analysis and response to cybersecurity alerts and incidents, and on emerging threats.
These risks include, among other things: operational disruptions, intellectual property theft, fraud, extortion, harm to employees or customers and violations of data privacy or security laws. Our cybersecurity program is built on both operational and compliance foundations. The operational component focuses on continuous monitoring, detection, prevention, measurement, analysis and response to cybersecurity threats and incidents, including emerging risks.
The compliance component establishes oversight of our cybersecurity programs by creating risk-based controls to protect the integrity, confidentiality, accessibility and availability of company data stored, processed or transferred. Our cybersecurity program is fully integrated into our enterprise-wide risk management framework. Kronos and CompX each have their own cybersecurity programs.
The compliance component provides oversight through risk-based controls designed to protect the confidentiality, integrity and availability of company data stored, processed or transmitted. Our cybersecurity program is fully integrated into our enterprise-wide risk management framework. Kronos and CompX each have their own cybersecurity programs.
For more information about the cybersecurity risks we face, see the risk factor entitled “Technology failures or cybersecurity breaches could have a material adverse effect on our operations.” in Item 1A- “Risk Factors.”
Thus far all such incidents have been minor, isolated and promptly contained. For more information about the cybersecurity risks we face, see the risk factor entitled “Technology failures or cybersecurity breaches could have a material adverse effect on our operations.” in Item 1A- “Risk Factors.”
Our full board retains oversight of cybersecurity because of its importance to us and visibility with our customers. ​ In the event of an incident, we follow a structured incident response playbook, which outlines clear and defined steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (such as legal and human resources), senior leadership, and the board, as appropriate.
In the event of an incident, we follow a structured incident response playbook, which outlines clear and defined steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (such as legal and human resources), senior leadership, and the board, as appropriate. We also conduct post-incident reviews to identify lessons learned and implement continuous improvements.
Third parties also play a role in our cybersecurity. We, Kronos and CompX engage reputable third-party security firms for consultation on industry best practices and regulatory standards and to conduct routine evaluations of our cybersecurity, such as through penetration testing and security audits; these evaluations include testing both the design and operational effectiveness of security controls.
We, Kronos and CompX engage reputable third-party security firms provide guidance on industry best practices and regulatory standards, to support proactive and reactive cybersecurity efforts, and to conduct periodic routine evaluations of our cybersecurity posture, including penetration testing and security audits; these evaluations include testing both the design and operational effectiveness of our security controls.
Removed
While we have not experienced any major breaches, we actively monitor and mitigate cyber threats, including phishing attempts, malware and targeted attacks. Thus far all such incidents have been minor, isolated and promptly contained.
Added
Third parties also play a role in our cybersecurity posture.
Added
Our full board retains oversight of cybersecurity because of its importance to us and visibility with our customers. ​ We also maintain a documented incident response plan.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe recognized an aggregate accretion expense of $.9 million, $.7 million and $.5 million in 2022, 2023 and 2024, respectively. In January 2024, NL was served with a third-party complaint in a matter titled Arrioena Beal v. Hattie Mitchell, et al. (Circuit Court of Milwaukee County, Wisconsin, Case No. 21-cv-3276).
Biggest changeIn January 2024, NL was served with a third-party complaint in a matter titled Arrioena Beal v. Hattie Mitchell, et al. (Circuit Court of Milwaukee County, Wisconsin, Case No. 21-cv-3276). The plaintiff in this case sued her former landlords and several former manufacturers of lead paint for injuries allegedly attributable to lead paint, but did not sue NL.
The lawsuit remains pending. NL continues to deny liability and will defend vigorously against all claims. -31- ​ In 2011, we were served in ASARCO LLC v. NL Industries, Inc., et al. (United States District Court, Western District of Missouri, Case No. 4:11-cv-00138-DGK) and ASARCO LLC v. NL Industries, Inc., et al.
The lawsuit remains pending. NL continues to deny liability and will defend vigorously against all claims. In 2011, we were served in ASARCO LLC v. NL Industries, Inc., et al. (United States District Court, Western District of Missouri, Case No. 4:11-cv-00138-DGK) and ASARCO LLC v. NL Industries, Inc., et al.
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.
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 -30- ​ the timing of the actual remediation process; which in turn depends on factors outside of our control.
In October 2022, the trial court issued an order finding that NL and the other defendants are not liable under CERCLA for lead contamination in residential neighborhoods surrounding, but at a distance from, the former secondary lead smelter.
In October 2022, the trial court issued an order finding that NL and the other defendants are not liable under CERCLA for lead -32- ​ contamination in residential neighborhoods surrounding, but at a distance from, the former secondary lead smelter.
We do not know if NL 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.
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.
(United States District Court for the District of New Jersey, Civil Action No. 3:13-cv-03493-MAS-TJB) against the current owner, Old Bridge Township, several federal and state entities, and a number of private companies. ​ On February 10, 2025, the United States District Court for the District of New Jersey entered an order approving a consent decree relating to the RBS Site in Middlesex County, New Jersey.
(United States District Court for the District of New Jersey, Civil Action No. 3:13-cv-03493-MAS-TJB) against the current owner, Old Bridge Township, several federal and state entities, and a number of private companies. ​ In February 2025, the United States District Court for the District of New Jersey entered an order approving a consent decree relating to the RBS Site in Middlesex County, New Jersey.
Under the terms of the global settlement agreement, each defendant must pay 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).
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).
In the agreement, we expressly deny 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 us. The settlement agreement fully concludes this matter.
In the agreement, we 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 us. The settlement agreement fully concludes this matter.
In addition, some plaintiffs allege exposure to asbestos from working in various facilities previously owned and/or operated by us. There are 115 of these types of cases pending, involving a total of approximately 589 plaintiffs. In addition, the claims of approximately 8,715 plaintiffs have been administratively dismissed or placed on the inactive docket in Ohio state courts.
In addition, some plaintiffs allege exposure to asbestos from working in various facilities previously owned and/or operated by us. There are 120 of these types of cases pending, involving a total of approximately 598 plaintiffs. In addition, the claims of approximately 8,715 plaintiffs have been administratively dismissed or placed on the inactive docket in Ohio state courts.
NL has denied liability and will defend vigorously against all claims. -32- ​ Other litigation We have been named as a defendant in various lawsuits in several jurisdictions, alleging personal injuries as a result of occupational exposure primarily to products manufactured by our former operations containing asbestos, silica and/or mixed dust.
We have denied liability and will continue to defend vigorously against all claims. Other litigation We have been named as a defendant in various lawsuits in several jurisdictions, alleging personal injuries as a result of occupational exposure primarily to products manufactured by our former operations containing asbestos, silica and/or mixed dust.
The global settlement agreement provides that an aggregate $305 million will 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 -28- ​ future claims by the plaintiffs in the case, and (ii) all potential claims for contribution or indemnity between us and our co-defendants in respect to the case.
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 us and our co-defendants in respect to the case.
We recognized aggregate income of approximately $31.4 million in 2024 related to the adjustment of our environmental accrual related to this matter and the recording of a $9.6 million receivable for the funds received in the first quarter of 2025 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 our environmental accrual related to this matter and the recording of a $9.6 million receivable for the funds which we received in the first quarter of 2025 from the other private companies participating in the settlement. See Note 3 to the Consolidated Financial Statements.
At December 31, 2024, we had accrued approximately $69 million related to approximately 30 sites associated with remediation and related matters we believe are at the present time and/or in their current phase reasonably estimable.
At December 31, 2025, we had accrued approximately $13 million related to approximately 27 sites associated with remediation and related matters we believe are at the present time and/or in their current phase reasonably estimable.
See Note 3 to the Consolidated Financial Statements. ​ In August 2009, we were served with a complaint in Raritan Baykeeper, Inc. d/b/a NY/NJ Baykeeper et al. v. NL Industries, Inc. et al. (United States District Court, District of New Jersey, Case No. 3:09-cv-04117).
The satisfaction of our obligations under the consent decree fully concludes this matter. -31- ​ ​ In August 2009, we were served with a complaint in Raritan Baykeeper, Inc. d/b/a NY/NJ Baykeeper et al. v. NL Industries, Inc. et al. (United States District Court, District of New Jersey, Case No. 3:09-cv-04117).
ITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings. In addition to information that is included below, we have included certain of the information required for this Item in Note 17 to our Consolidated Financial Statements, and we are incorporating that information here by reference.
In addition to information that is included below, we have included certain of the information required for this Item in Note 17 to our Consolidated Financial Statements, and we are incorporating that information here by reference. -28- ​ Lead pigment litigation Our former operations included the manufacture of lead pigments for use in paint and lead-based paint.
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.
We are not able to determine how much we will ultimately recover from these carriers -33- ​ for defense costs incurred by us because of certain issues that arise regarding which defense costs qualify for reimbursement.
These accruals have not been discounted to present value. -30- ​ We believe it is not reasonably possible to estimate the range of costs for certain sites. At December 31, 2024, there were approximately five sites for which we are not currently able to reasonably estimate a range of costs.
At December 31, 2025, there were approximately five sites for which we are not currently able to reasonably estimate a range of costs.
We have settled insurance coverage claims concerning environmental claims with certain of our principal former insurance carriers.
We intend to defend NL’s rights and prosecute NL’s claims in this action vigorously. We have settled insurance coverage claims concerning environmental claims with certain of our principal former insurance carriers.
Although we may be jointly and severally liable for these costs, in most cases we are only one of a number of PRPs who may also be jointly and severally liable, and among whom costs may be shared or allocated. -29- ​ 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.
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.
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.
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. -29- ​ Environmental matters and litigation Certain properties and facilities used in our 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.
Our sixth installment due in September 2025 will be made with funds already on deposit at the court, which is included in current restricted cash on our Consolidated Balance Sheets, that are committed to the settlement, including all accrued interest at the date of payment, with any remaining balance to be paid by us (and any amounts on deposit in excess of the final payment would be returned to us).
Our 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.
(Supreme Court of the State of New York, County of New York, Index No. 14/650103). The plaintiff, a former insurance carrier of ours, is seeking a declaratory judgment of its obligations to us under insurance policies issued to us by the plaintiff with respect to certain lead pigment lawsuits.
The plaintiff, a former insurance carrier of ours, is seeking a declaratory judgment of its obligations to us under insurance policies issued to us by the plaintiff with respect to certain lead pigment lawsuits. Other insurers have been added as parties to the case and have also sought a declaratory judgment regarding their obligations under certain insurance policies.
In December 2020, the trial court denied the insurers’ motion for summary judgment, finding that the arguments raised by the insurers did not bar NL from coverage under the relevant policies. We intend to defend NL’s rights and prosecute NL’s claims in this action vigorously.
NL has filed a counterclaim seeking a declaratory judgment that all of the insurers are obligated to provide NL with certain coverage and seeking damages for breach of contract. In December 2020, the trial court denied the insurers’ motion for summary judgment, finding that the arguments raised by the insurers did not bar NL from coverage under the relevant policies.
We believe we have substantial defenses to these claims under Wisconsin law and intend to defend ourselves vigorously. New cases may continue to be filed against us.
Several of the former lead paint manufacturer defendants later filed a third-party complaint against NL, seeking contribution for any damages they may ultimately have to pay to the plaintiff. We believe we have substantial defenses to these claims under Wisconsin law and intend to defend ourselves vigorously. New cases may continue to be filed against us.
Excluding the $56.1 million environmental remediation settlement payment made in the first quarter of 2025 (as discussed below), the upper end of the range of reasonably possible costs to us for remediation and related matters for which we believe it is possible to estimate costs is approximately $38 million, including amounts currently accrued.
The upper end of the range of reasonably possible costs to us for remediation and related matters for which we believe it is possible to estimate costs is approximately $26 million, including amounts currently accrued. These accruals have not been discounted to present value. We believe it is not reasonably possible to estimate the range of costs for certain sites.
For financial reporting purposes, using a discount rate of 1.9% per annum, we discounted the aggregate $101.7 million settlement to the estimated net present value of $96.3 million. We made the initial $25.0 million payment in September 2019 and five annual installment payments of $12.0 million beginning in September 2020 and each September thereafter through 2024.
For financial reporting purposes, we 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. We recognized an aggregate accretion expense of $.7 million, $.5 million and $.2 million in 2023, 2024 and 2025, respectively.
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. -33- ​ In January 2014, we were served with a complaint in Certain Underwriters at Lloyds, London, et al v. NL Industries, Inc.
In January 2014, we were served with a complaint in Certain Underwriters at Lloyds, London, et al v. NL Industries, Inc. (Supreme Court of the State of New York, County of New York, Index No. 14/650103).
Removed
Lead pigment litigation Our former operations included the manufacture of lead pigments for use in paint and lead-based paint.
Added
ITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings.
Removed
Pursuant to the settlement agreement, we placed an additional $9.0 million into an escrow account which was previously included in noncurrent restricted cash on our Consolidated Balance Sheets. Following our fifth $12.0 million installment made in September 2024, these funds became available for use and were reclassified as cash equivalents on our Consolidated Balance Sheet.
Added
Per the terms of the settlement, any amounts on deposit in excess of the final payment were to be returned to us, and in October 2025 we received accrued interest of approximately $1.6 million from such restricted cash.
Removed
The plaintiff in this case sued her former landlords and several former manufacturers of lead paint for injuries allegedly attributable to lead paint, but did not sue NL. Several of the former lead paint manufacturer defendants later filed a third-party complaint against NL, seeking contribution for any damages they may ultimately have to pay to the plaintiff.
Added
Although we may be jointly and severally liable for these costs, in most cases we are only one of a number of PRPs who may also be jointly and severally liable, and among whom costs may be shared or allocated.
Removed
Environmental matters and litigation Certain properties and facilities used in our 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.
Added
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.
Removed
We have denied liability and will continue to defend vigorously against all claims. In May 2024, we were served in Philip Palmeri v. NL Industries, Inc. (Supreme Court of Niagara County, New York, Case No. E183238).
Removed
In this lawsuit, the plaintiff asserts that radioactive material allegedly originating at a former NL facility in Niagara Falls, New York, caused the wrongful death of plaintiff’s spouse and diminished the value of plaintiff’s residential property located in Lewiston, New York. The complaint alleges that NL is liable under theories of strict liability, negligence, private nuisance, and trespass.
Removed
Other insurers have been added as parties to the case and have also sought a declaratory judgment regarding their obligations under certain insurance policies. NL has filed a counterclaim seeking a declaratory judgment that all of the insurers are obligated to provide NL with certain coverage and seeking damages for breach of contract.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph shows the value at December 31 of each year assuming an original investment of $100 at December 31, 2019 and the reinvestment of dividends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2019 2020 2021 2022 2023 2024 NL common stock ​ $ 100 ​ $ 128 ​ $ 205 ​ $ 204 ​ $ 177 ​ $ 271 S&P 500 Composite Stock Index ​ 100 ​ 118 ​ 152 ​ 125 ​ 158 ​ 197 S&P 500 Industrial Conglomerates Index ​ 100 ​ 110 ​ 116 ​ 106 ​ 132 ​ 182 ​ The information contained in the performance graph shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act, except to the extent we specifically request that the material be treated as soliciting material or specifically incorporate this performance graph by reference into a document filed under the Securities Act or the Securities Exchange Act. -35- ​ Equity compensation plan information We have an equity compensation plan, which was approved by our shareholders, pursuant to which an aggregate of 200,000 shares of our common stock can be awarded to non-employee members of our board of directors.
Biggest changeThe graph shows the value at December 31 of each year assuming an original investment of $100 at December 31, 2020 and the reinvestment of dividends. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 NL common stock ​ $ 100 ​ $ 160 ​ $ 160 ​ $ 139 ​ $ 212 ​ $ 163 S&P 500 Composite Stock Index ​ 100 ​ 129 ​ 105 ​ 133 ​ 166 ​ 196 S&P 500 Industrial Conglomerates Index ​ 100 ​ 105 ​ 96 ​ 120 ​ 165 ​ 172 ​ ​ The information contained in the performance graph shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act, except to the extent we specifically request that the material be treated as soliciting material or specifically incorporate this performance graph by reference into a document filed under the Securities Act or the Securities Exchange Act. -35- ​ Equity compensation plan information We have an equity compensation plan, which was approved by our shareholders, pursuant to which an aggregate of 200,000 shares of our common stock can be awarded to non-employee members of our board of directors.
Performance graph Set forth below is a table and line graph comparing the yearly change in our cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Composite Stock Price Index and the S&P 500 Industrial Conglomerates Index for the period from December 31, 2019 through December 31, 2024.
Performance graph Set forth below is a table and line graph comparing the yearly change in our cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Composite Stock Price Index and the S&P 500 Industrial Conglomerates Index for the period from December 31, 2020 through December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is listed and traded on the New York Stock Exchange (NYSE: NL). As of February 28, 2025, there were approximately 1,423 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is listed and traded on the New York Stock Exchange (NYSE: NL). As of February 27, 2026, there were approximately 1,371 holders of record of our common stock.
At December 31, 2024, 185,750 shares are available for award under this plan. See Note 15 to our Consolidated Financial Statements. ​
At December 31, 2025, 170,750 shares are available for award under this plan. See Note 15 to our Consolidated Financial Statements. ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs more fully described below, the decrease in our earnings attributable to NL stockholders from 2022 to 2023 is primarily due to the net effects of: ● equity in losses from Kronos in 2023 of $15.0 million compared to equity in earnings of $31.9 million in 2022, ● higher interest and dividend income of $9.6 million in 2023 compared to $3.8 million in 2022, and ● a non-cash loss on the termination of our U.K. pension plan of $4.9 million in 2023 .
Biggest changeAs more fully described below, the decrease in our earnings attributable to NL stockholders from 2024 to 2025 is primarily due to the net effects of: ● equity in losses from Kronos in 2025 of $33.9 million compared to equity in earnings of $26.4 million in 2024; ● aggregate income of $31.4 million in 2024 related to the settlement of a liability for an environmental remediation site ; ● an unrealized loss in the relative value of marketable equity securities of $13.6 million in 2025 compared to an unrealized gain of $9.8 million in 2024; ● a non-cash settlement loss related to the termination and buy-out of our U.S. pension plan of $19.7 million in 2025; ● higher CompX segment profit of $22.6 million in 2025 compared to $17.0 million in 2024; ● lower interest and dividend income of $7.0 million in 2025 compared to $11.0 million in 2024; and ● insurance recoveries of nil in 2025 compared to $1.4 million in 2024. -36- ​ Our 2025 net income per share attributable to NL includes: ● a settlement loss of $.32 per share, net of tax, related to the termination and buy-out of our U.S. pension plan recognized in the fourth quarter; ● a loss of $.10 per share, net of tax, related to Kronos’ non-cash deferred income tax expense reflecting the impact of the rate reduction on its net German deferred tax asset; ● a loss of $.04 per share, net of tax, due to Kronos’ settlement loss related to the termination and buy-out of its U.S. pension plan recognized in the fourth quarter; ● a loss of $.04 per share, net of tax, due to Kronos’ recognition of a valuation allowance on its German interest deduction limitation deferred tax asset recognized in the fourth quarter; ● a loss of $.03 per share, net of tax, related to Kronos’ restructuring costs associated with workforce reductions recognized in the fourth quarter; and ● income of $.02 per share, net of tax, due to Kronos’ recognition of a non-cash gain resulting from the remeasurement of its earn-out liability related to the acquisition of the remaining interest in its TiO 2 manufacturing joint venture.
Net sales – CompX’s net sales decreased $15.4 million in 2024 compared to 2023 due to lower Marine Components sales to the towboat market and lower Security Products sales to the government security market as a result of sales related to a pilot project that shipped in the third and fourth quarters of 2023 and for which there were no related sales in 2024 .
CompX’s net sales decreased $15.4 million in 2024 compared to 2023 due to lower Marine Components sales to the towboat market and lower Security Products sales to the government security market as a result of sales related to a pilot project that shipped in the third and fourth quarters of 2023 and for which there were no related sales in 2024 .
Relative to the full year of 2023, sales were $7.6 million lower to the towboat market (primarily to original equipment boat manufacturers), $1.4 million lower to the industrial market and $.6 million lower to each the engine builder market and distributors, partially offset by $1.4 million higher sales to the government market.
Relative to the full year of 2023, sales were $7.6 million lower to the towboat market (primarily to original equipment boat manufacturers), $1.4 million lower to the industrial market and $.6 million lower to each of the engine builder market and distributors, partially offset by $1.4 million higher sales to the government market.
Income (loss) from operations – Kronos had income from operations of $122.9 million in 2024 compared to a loss from operations of $56.0 million in 2023 as a result of the factors impacting gross margin discussed above. Kronos recognized a gain of $2.5 million in 2023 related to cash received from the settlement of a business interruption insurance claim.
Kronos had income from operations of $122.9 million in 2024 compared to a loss from operations of $56.0 million in 2023 as a result of the factors impacting gross margin discussed above. Kronos recognized a gain of $2.5 million in 2023 related to cash received from the settlement of a business interruption insurance claim.
We used different long-term rates of return on plan asset assumptions for our U.S. and previously maintained U.K. defined benefit pension plan expense because the respective plan assets were invested in a different mix of investments and the long-term rates of return for different investments differ from country to country.
We used different long-term rates of return on plan asset assumptions for our previously maintained U.S. and U.K. defined benefit pension plan expense because the respective plan assets were invested in a different mix of investments and the long-term rates of return for different investments differ from country to country.
As more fully described below, the increase in our earnings attributable to NL stockholders from 2023 to 2024 is primarily due to the net effects of: ● equity in earnings from Kronos in 2024 of $26.4 million compared to equity in losses of $15.0 million in 2023; ● aggregate income of $31.4 million in 2024 related to the settlement of a liability for an environmental remediation site ; ● an unrealized gain in the relative value of marketable equity securities of $9.8 million in 2024 compared to an unrealized loss of $8.1 million in 2023; ● lower CompX segment profit of $17.0 million in 2024 compared to $25.4 million in 2023; ● a non-cash loss on the termination of our U.K. pension plan of $4.9 million in 2023; ● higher interest and dividend income of $11.0 million in 2024 compared to $9.6 million in 2023; and ● higher insurance recoveries of $1.4 million in 2024 compared to $.5 million in 2023. ​ -36- ​ Our 2024 net income per share attributable to NL includes: ● aggregate income of $.51 per share, net of tax in the fourth quarter of 2024 related to the settlement of a liability for an environmental remediation site; ● income of $.25 per share, net of tax, due to Kronos’ recognition of a non-cash gain resulting from the remeasurement of its investment in the TiO 2 manufacturing joint venture; ● a loss of $.08 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to final tax regulations on the treatment of certain currency translation gains and losses recognized in the fourth quarter; ● a loss of $.04 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to the recognition of a deferred income tax asset valuation allowance related to its Belgian net deferred tax assets recognized in the fourth quarter, and ● income of $.02 per share, net of tax, related to insurance recoveries; and ● a loss of $.01 per share due to Kronos’ recognition of an aggregate charge related to a write-off of deferred financing costs.
Our 2024 net income per share attributable to NL includes: ● aggregate income of $.51 per share, net of tax in the fourth quarter of 2024 related to the settlement of a liability for an environmental remediation site; ● income of $.25 per share, net of tax, due to Kronos’ recognition of a non-cash gain resulting from the remeasurement of its investment in the TiO 2 manufacturing joint venture; ● a loss of $.08 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to final tax regulations on the treatment of certain currency translation gains and losses recognized in the fourth quarter; ● a loss of $.04 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to the recognition of a deferred income tax asset valuation allowance related to its Belgian net deferred tax assets recognized in the fourth quarter, and ● income of $.02 per share, net of tax, related to insurance recoveries; and ● a loss of $.01 per share due to Kronos’ recognition of an aggregate charge related to a write-off of deferred financing costs . ​ As more fully described below, the increase in our earnings attributable to NL stockholders from 2023 to 2024 is primarily due to the net effects of: ● equity in earnings from Kronos in 2024 of $26.4 million compared to equity in losses of $15.0 million in 2023; ● aggregate income of $31.4 million in 2024 related to the settlement of a liability for an environmental remediation site ; ● an unrealized gain in the relative value of marketable equity securities of $9.8 million in 2024 compared to an unrealized loss of $8.1 million in 2023; ● lower CompX segment profit of $17.0 million in 2024 compared to $25.4 million in 2023; ● a non-cash loss on the termination of our U.K. pension plan of $4.9 million in 2023; ● higher interest and dividend income of $11.0 million in 2024 compared to $9.6 million in 2023; and ● higher insurance recoveries of $1.4 million in 2024 compared to $.5 million in 2023. -37- ​ Our 2024 net income per share attributable to NL includes: ● aggregate income of $.51 per share, net of tax in the fourth quarter of 2024 related to the settlement of a liability for an environmental remediation site; ● income of $.25 per share, net of tax, due to Kronos’ recognition of a non-cash gain resulting from the remeasurement of its investment in the TiO 2 manufacturing joint venture; ● a loss of $.08 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to final tax regulations on the treatment of certain currency translation gains and losses recognized in the fourth quarter; ● a loss of $.04 per share, net of tax, due to Kronos’ recognition of a non-cash deferred income tax expense related to the recognition of a deferred income tax asset valuation allowance related to its Belgian net deferred tax assets recognized in the fourth quarter, and ● income of $.02 per share, net of tax, related to insurance recoveries; and ● a loss of $.01 per share due to Kronos’ recognition of an aggregate charge related to a write-off of deferred financing costs .
Corporate income (expense), net – Corporate income was $19.5 million in 2024 compared to corporate expense of $11.8 million in 2023 due to income of $31.4 million recognized in the fourth quarter of 2024 as a result of the settlement of a liability for an environmental remediation site, including income of $9.6 million received from private companies participating in the settlement.
Corporate income was $19.5 million in 2024 compared to corporate expense of $11.8 million in 2023 due to income of $31.4 million recognized in the fourth quarter of 2024 as a result of the settlement of a liability for an environmental remediation site, including income of $9.6 million received from private companies participating in the settlement.
Gross margin as a percentage of net sales for 2024 decreased as compared to 2023 primarily due to lower sales, a less favorable customer and product mix, higher employee related costs (primarily increased medical costs), higher materials costs (primarily brass and electronics) in the -40- ​ latter half of the year and decreased coverage of fixed costs due to lower sales.
Gross margin as a percentage of net sales for 2024 decreased as compared to 2023 primarily due to lower sales, a less favorable customer and product mix, higher employee related costs (primarily increased medical costs), higher materials costs (primarily brass and electronics) in the latter half of the year and decreased coverage of fixed costs due to lower sales.
CompX performs its annual goodwill impairment test in the third quarter of each year or 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.
CompX performs its annual goodwill impairment test in the third quarter of each year or at other times whenever an event occurs or circumstances change that would more-likely-than-not reduce the -52- ​ fair value of a reporting unit below its carrying value.
However, new information may become available, or circumstances (such as applicable laws and regulations) may change, thereby resulting in an increase or decrease in the amount -50- ​ required to be accrued for such matters (and therefore a decrease or increase in reported net income in the period of such change).
However, new information may become available, or circumstances (such as applicable laws and regulations) may change, thereby resulting in an increase or decrease in the amount required to be accrued for such matters (and therefore a decrease or increase in reported net income in the period of such change).
Our 2023 net loss per share attributable to NL stockholders includes: ● a loss of $.08 per share, net of tax, due to the termination of our U.K. pension plan recognized in the second quarter, ● a loss of $.02 per share, net of tax, due to Kronos’ recognition, primarily in the fourth quarter, of restructuring costs related to workforce reductions, ● income of $.01 per share, net of tax, due to Kronos’ recognition in the first, second and third quarters of a pre-tax insurance settlement gain related to a business interruption insurance claim arising from Hurricane Laura in 2020, and ● a loss of $.01 per share, net of tax, due to Kronos’ recognition in the fourth quarter of a fixed asset impairment related to the write-off of certain costs resulting from a capital project termination.
Our 2023 net loss per share attributable to NL stockholders includes: ● a loss of $.08 per share, net of tax, due to the termination and buy-out of our U.K. pension plan recognized in the second quarter, ● a loss of $.02 per share, net of tax, due to Kronos’ recognition, primarily in the fourth quarter, of restructuring costs related to workforce reductions, ● income of $.01 per share, net of tax, due to Kronos’ recognition in the first, second and third quarters of a pre-tax insurance settlement gain related to a business interruption insurance claim arising from Hurricane Laura in 2020, and ● a loss of $.01 per share, net of tax, due to Kronos’ recognition in the fourth quarter of a fixed asset impairment related to the write-off of certain costs resulting from a capital project termination.
A detail of annual dividends we expect to receive from our subsidiaries and affiliates in 2025, based on the number of shares of common stock of these affiliates we own as of December 31, 2024 and their current regular quarterly dividend rate, is presented in the table below. -57- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares held Quarterly Annual expected ​ ​ December 31, 2024 ​ dividend rate ​ dividend ​ (In millions) ​ ​ ​ (In millions) Kronos ​ 35.2 ​ $ .05 ​ $ 7.0 CompX ​ 10.8 ​ .30 ​ 12.9 Valhi ​ 1.2 ​ .08 ​ .4 Total expected annual dividends ​ ​ ​ ​ ​ $ 20.3 ​ Investments in our subsidiaries and affiliates and other acquisitions We have in the past and may in the future, purchase the securities of our subsidiaries and affiliates or third-parties in market or privately-negotiated transactions.
A detail of annual dividends we expect to receive from our subsidiaries and affiliates in 2026, based on the number of shares of common stock of these affiliates we own as of December 31, 2025 and their current regular quarterly dividend rate, is presented in the table below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares held ​ ​ ​ Quarterly ​ ​ ​ Annual expected ​ ​ December 31, 2025 ​ dividend rate ​ dividend ​ ​ ​ ​ (In millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ (In millions) Kronos ​ 35.2 ​ $ .05 ​ $ 7.0 CompX ​ 10.8 ​ .30 ​ 12.9 Valhi ​ 1.2 ​ .08 ​ .4 Total expected annual dividends ​ ​ ​ ​ ​ ​ $ 20.3 Investments in our subsidiaries and affiliates and other acquisitions We have in the past and may in the future, purchase the securities of our subsidiaries and affiliates or third-parties in market or privately-negotiated transactions.
In 2025, CompX will continue to monitor current and anticipated near-term customer demand levels to ensure its production capabilities and inventories are aligned accordingly. CompX’s expectations for its operations and the markets it serves are based on a number of factors outside its control. Currently, CompX’s supply chains are stable and transportation and logistical delays are minimal.
CompX will continue to monitor current and anticipated near-term customer demand levels to ensure its production capabilities and inventories are aligned accordingly. CompX’s expectations for its operations and the markets it serves are based on a number of factors outside its control. Currently, CompX’s supply chains are stable and transportation and logistical delays are minimal.
CompX has in the past experienced global and domestic supply chain challenges, and any future impacts on its operations will depend on, among other things, any future disruption in its operations or its suppliers’ operations, the effect of tariffs, and the impact of economic conditions and geopolitical events on demand for its products or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
CompX has experienced global and domestic supply chain challenges in the past, and any future impacts on its operations will depend on, among other things, any future disruption in its operations or its suppliers’ operations, the effect of tariffs, and the impact of economic conditions, consumer confidence and geopolitical events on demand for its products or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Net sales – Kronos’ net sales in 2024 increased 13%, or $220.6 million, compared to 2023 primarily due to the effects of a 20% increase in sales volumes due to improved overall demand across all major markets (which increased net sales by approximately $333 million) partially offset by a 5% decrease in average TiO 2 selling prices (which decreased net sales by approximately $83 million).
Kronos’ net sales in 2024 increased 13%, or $220.6 million, compared to 2023 primarily due to the effects of a 20% increase in sales volumes resulting from improved overall demand across all major markets (which increased net sales by approximately $333 million) partially offset by a 5% decrease in average TiO 2 selling prices (which decreased net sales by approximately $83 million).
If these events were to occur in 2025, our corporate expenses would be higher than we currently estimate. In addition, we adjust our environmental accruals as further information becomes available to us or as circumstances change. Such further information or changed circumstances could result in an increase in our accrued environmental costs. See Note 17 to our Consolidated Financial Statements.
If these events were to occur in 2026, our corporate expenses would be higher than we currently estimate. In addition, we adjust our environmental accruals as further information becomes available to us or as circumstances change. Such further information or changed circumstances could result in an increase in our accrued environmental costs. See Note 17 to our Consolidated Financial Statements.
Obligations for environmental remediation costs are difficult to assess and it is possible that actual costs for environmental remediation will exceed accrued amounts or that costs will be incurred in the future for sites in which we cannot currently estimate our liability. If these events were to occur in 2025, our corporate expenses would be higher than we currently estimate.
Obligations for environmental remediation costs are difficult to assess and it is possible that actual costs for environmental remediation will exceed accrued amounts or that costs will be incurred in the future for sites in which we cannot currently estimate our liability. If these events were to occur in 2026, our corporate expenses would be higher than we currently estimate.
We do not assess our property and equipment for impairment unless certain impairment indicators are present. We did not evaluate any long-lived assets for impairment during 2024 because no such impairment indicators were present. ● Goodwill – Our net goodwill totaled $27.2 million at December 31, 2024, all related to CompX’s Security Products reporting unit.
We do not assess our property and equipment for impairment unless certain impairment indicators are present. We did not evaluate any long-lived assets for impairment during 2025 because no such impairment indicators were present. ● Goodwill – Our net goodwill totaled $27.2 million at December 31, 2025, all related to CompX’s Security Products reporting unit.
Kronos’ cost of sales in 2024 include a charge of approximately $2 million related to workforce reductions and approximately $14 million in non-cash charges related to the closure of its sulfate process line in Canada discussed above. Sales and production volumes resulting from the LPC acquisition did not materially impact comparisons to the prior year.
Kronos’ cost of sales in 2024 include a charge of approximately $2 million related to workforce reductions and approximately $14 million in non-cash charges related to the closure of its sulfate process line in Canada. Sales and production volumes resulting from the LPC acquisition did not materially impact comparisons to the prior year.
In this regard, Valhi has agreed to loan us up to $50 million on a revolving basis. At December 31, 2024, we had $.5 million in outstanding borrowings under this facility, and we had $49.5 million available for future borrowing under the facility. See Note 10 to our Consolidated Financial Statements.
In this regard, Valhi has agreed to loan us up to $50 million on a revolving basis. At December 31, 2025, we had $.5 million in outstanding borrowings under this facility, and we had $49.5 million available for future borrowing under the facility. See Note 10 to our Consolidated Financial Statements.
Cost of sales and gross margin – Kronos’ cost of sales increased $26.2 million, or 2%, in 2024 compared to 2023 due to the net effects of a 20% increase in sales volumes, a 33% increase in production rates resulting in reduced unabsorbed fixed production costs, and lower production costs of approximately $115 million (primarily energy and raw materials).
Kronos’ cost of sales increased $26.2 million, or 2%, in 2024 compared to 2023 due to the net effects of a 20% increase in sales volumes, a 33% increase in production rates resulting in reduced unabsorbed fixed production costs, and lower production costs of approximately $115 million (primarily energy and raw materials).
Until such time as Kronos is able to reverse the valuation allowance in full, to the extent it generates additional losses in Belgium in the intervening periods, Kronos’ effective income tax rate will be negatively impacted, because any further losses will effectively be recognized without the net income tax benefit.
Until such time as Kronos is able to reverse the valuation allowance in full, to the extent it generates additional losses in Belgium in the intervening periods, its effective income tax rate will be negatively impacted because any further losses will effectively be recognized without the net income tax benefit.
See Notes 1 and 14 to our Consolidated Financial Statements for a description of certain income tax contingencies.
See Notes 1 and 14 to our Consolidated Financial Statements for a -58- ​ description of certain income tax contingencies.
Outstanding debt obligations At December 31, 2024, NLKW had outstanding debt obligations of $.5 million under its secured revolving credit facility with Valhi, and CompX did not have any outstanding debt obligations. We are in compliance with all of the covenants contained in our secured revolving credit facility with Valhi at December 31, 2024.
Outstanding debt obligations At December 31, 2025, NLKW had outstanding debt obligations of $.5 million under its secured revolving credit facility with Valhi, and CompX did not have any outstanding debt obligations. We are in compliance with all of the covenants contained in our secured revolving credit facility with Valhi at December 31, 2025.
See Note 16 to our Consolidated Financial Statements. During 2022, we purchased U.S. treasury marketable securities totaling $70.0 million. During 2023, we purchased U.S. treasury marketable securities totaling $61.4 million, and received gross proceeds totaling $82.0 million related to U.S. treasury bill maturities. During 2024, we received gross proceeds of $54.0 million related to U.S. treasury bill maturities.
See Note 16 to our Consolidated Financial Statements. During 2023, we purchased U.S. treasury marketable securities totaling $61.4 million, and received gross proceeds totaling $82.0 million related to U.S. treasury bill maturities. During 2024, we received gross proceeds of $54.0 million related to U.S. treasury bill maturities.
If our current expectations regarding the number of cases in which we expect to be involved during 2025 or the nature of such cases were to change, our corporate expenses could be higher than we currently estimate.
If our current expectations regarding the number of cases in which we expect to be involved during 2026 or the nature of such cases were to change, our corporate expenses could be higher than we currently estimate.
Based upon our expectations of operating performance, and the anticipated demands on our cash resources we expect to have sufficient liquidity to meet our short-term obligations (defined as the twelve-month period ending December 31, 2025). If actual developments differ materially from our expectations, our liquidity could be adversely affected.
Based upon our expectations of operating performance, and the anticipated demands on our cash resources we expect to have sufficient liquidity to meet our short-term obligations (defined as the twelve-month period ending -57- ​ December 31, 2026). If actual developments differ materially from our expectations, our liquidity could be adversely affected.
Interest and dividend income – Interest income increased $1.4 million in 2024 compared to 2023 and increased $5.8 million in 2023 compared to 2022 primarily due to higher interest rates and increased investment balances, somewhat offset by lower average balances on CompX’s revolving promissory note receivable from Valhi. ​ Marketable equity securities – Unrealized gains or losses on our marketable equity securities are recognized in Marketable equity securities on our Consolidated Statements of Operations.
Interest income increased $1.4 million in 2024 compared to 2023 primarily due to higher interest rates and increased investment balances, somewhat offset by lower average balances on CompX’s revolving promissory note receivable from Valhi. ​ Marketable equity securities – Unrealized gains or losses on our marketable equity securities are recognized in Marketable equity securities on our Consolidated Statements of Operations.
At December 31, 2024, Kronos had substantial net assets denominated in the euro, Canadian dollar and Norwegian krone. Critical accounting policies and estimates Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements.
At December 31, 2025, Kronos had substantial net assets denominated in the euro, Canadian dollar and Norwegian krone. -51- ​ Critical accounting policies and estimates Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements.
Interunit sales are not material. ​ Security Products – Security Products net sales decreased 5% to $115.2 million in 2024 compared to $121.2 million in 2023 primarily due to lower sales to the government security market as a result of sales related to a pilot project for a government security customer that shipped in the third and fourth quarters of 2023 and for which there were no related sales in 2024.
Security Products net sales decreased 5% to $115.2 million in 2024 compared to $121.2 million in 2023 primarily due to lower sales to the government security market as a result of sales related to a pilot project for a government security customer that shipped in the third and fourth quarters of 2023 and for which there were no related sales in 2024.
Cost of sales and gross margin – CompX’s cost of sales decreased in 2024 compared to 2023 primarily due to the effects of lower sales at both Security Products and Marine Components partially offset by higher production costs across both reporting units. As a result, CompX’s cost of sales as a percentage of net sales increased over the same period.
As a result, CompX’s gross margin as a percentage of net sales increased in 2025 compared to 2024. CompX’s cost of sales decreased in 2024 compared to 2023 primarily due to the effects of lower sales at both Security Products and Marine Components partially offset by higher production costs across both reporting units.
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.
In determining the expected long-term rate of return on plan asset assumptions, we considered 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 received third-party advice about appropriate long-term rates of return.
During interim periods, our effective income tax rate may not necessarily correspond to the foregoing due to the application of accounting for income taxes in interim periods which requires us to base our effective rate on full year projections. We received aggregate dividends from Kronos of $26.8 million in each of 2022 and 2023 and $16.9 million in 2024.
During interim periods, our effective income tax rate may not necessarily correspond to the foregoing due to the application of accounting for income taxes in interim periods which requires us to base our effective rate on full year projections. We received aggregate dividends from Kronos of $26.8 million in 2023, $16.9 million in 2024 and $7.0 million in 2025.
Kronos would generally expect its overall effective tax rate, excluding the effect of any increase or decrease in its deferred income tax asset valuation allowance or changes in its reserve for uncertain tax positions, to be higher than the U.S. federal statutory tax rate of 21% primarily because of its sizeable non-U.S. operations.
Kronos would generally expect its overall effective tax rate, excluding the effect of any increase or -48- ​ decrease in its deferred income tax asset valuation allowance, or the effect of any increase or decrease in its deferred income tax asset valuation allowance or tax rate changes, to be higher than the U.S. federal statutory tax rate of 21% primarily because of its sizeable non-U.S. operations.
Kronos fluctuations in currency exchange rates had the following effects on its sales and income from operations for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2024 vs 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains - ​ Total currency ​ ​ Transaction gains recognized ​ impact of ​ impact ​ 2023 2024 Change rate changes 2024 vs 2023 ​ ​ (In millions) Impact on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ — ​ $ — ​ $ 5 ​ $ 5 Income (loss) from operations ​ 1 ​ 2 ​ 1 ​ 9 ​ 10 ​ The $5 million increase in Kronos’ net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as Kronos’ euro-denominated sales were translated into more U.S. dollars in 2024 as compared to 2023.
Kronos fluctuations in currency exchange rates had the following effects on its sales and income from operations for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2025 vs 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains - ​ Total currency ​ ​ Transaction gains recognized ​ impact of ​ impact ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ Change ​ ​ ​ rate changes ​ ​ ​ 2025 vs 2024 ​ ​ (In millions) Impact on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ — ​ $ — ​ $ 24 ​ $ 24 Income (loss) from operations ​ 2 ​ 5 ​ 3 ​ 5 ​ 8 ​ The $24 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as Kronos’ euro-denominated sales were translated into more U.S. dollars in 2025 as compared to 2024.
Future impacts on Kronos’ operations will depend on, among other things, future energy costs, the effect newly enacted tariffs have on jurisdictions in which Kronos or its customers and suppliers operate, Kronos’ success in implementing mitigation strategies, and the impact economic conditions and geopolitical events have on its operations or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Future impacts on Kronos’ operations will depend on, among other things, future energy costs, the effect newly enacted tariffs in jurisdictions where it or its customers and suppliers operate, its success in implementing mitigation strategies, and the impact economic conditions, consumer confidence, and geopolitical events on its operations or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
See Note 5 to our Consolidated Financial Statements. Income tax expense (benefit) – We recognized income tax expense of $2.8 million in 2022, an income tax benefit of $7.0 million in 2023 and income tax expense of $14.1 million in 2024. In accordance with GAAP, we recognize deferred income taxes on our undistributed equity in earnings of Kronos.
See Note 5 to our Consolidated Financial Statements. Income tax expense (benefit) – We recognized an income tax benefit of $7.0 million in 2023, income tax expense of $14.1 million in 2024 and an income tax benefit of $16.1 million in 2025. In accordance with GAAP, we recognize deferred income taxes on our undistributed equity in earnings of Kronos.
Such further information or changed circumstances could result in an increase in our accrued environmental costs. See Note 17 to our Consolidated Financial Statements. ● Long-lived assets – The net book value of our property and equipment totaled $24.0 million at December 31, 2024, all of which relates to CompX.
Such further information or changed circumstances could result in an increase in our accrued environmental costs. See Note 17 to our Consolidated Financial Statements. ● Long-lived assets – The net book value of our property and equipment totaled $23.7 million at December 31, 2025, all of which relates to CompX.
Accordingly, these insurance recoveries are recognized when receipt is probable and the amount is determinable. In this regard we received $.5 million and $1.4 million in insurance recoveries in 2023 and 2024, respectively. Recoveries in 2022 were nominal. See Note 17 to our Consolidated Financial Statements.
Accordingly, these insurance recoveries are recognized when receipt is probable and the amount is determinable. In this regard we received $.5 million, $1.4 million and nil in insurance recoveries in 2023, 2024 and 2025, respectively. See Note 17 to our Consolidated Financial Statements.
The materials used in CompX’s products consist of purchased components and raw materials some of which are subject to fluctuations in the commodity markets such as zinc, brass, aluminum and stainless steel. Total material costs represented approximately 46% of CompX’s cost of sales in 2024, with commodity-related raw materials representing approximately 13% of its cost of sales.
The materials used in CompX’s products consist of purchased components and raw materials some of which are subject to fluctuations in the commodity markets such as zinc, brass, aluminum and stainless steel. Total material costs represented approximately 43% of CompX’s cost of sales in 2025, with commodity-related raw materials representing approximately 14% of its cost of sales.
In addition to the impact of the translation of sales and expenses over time, Kronos’ non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency and (ii) changes in currency exchange rates during time periods when its non-U.S. operations are holding non-local currency (primarily U.S. dollars).
In addition to the impact of the translation of sales and expenses over time, Kronos’ non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency (ii) changes in currency exchange rates during time periods when its non-U.S. operations are holding non-local currency (primarily U.S. dollars) and (iii) relative changes in the aggregate fair value of currency forward contracts held from time to time.
Kronos’ interest expense in 2023 was comparable to interest expense in 2022. Income tax expense (benefit) – Kronos recognized income tax expense of $63.4 million in 2024 compared to an income tax benefit of $23.8 million in 2023. The difference is primarily due to higher earnings in 2024 and the jurisdictional mix of such earnings.
Kronos recognized income tax expense of $63.4 million in 2024 compared to an income tax benefit of $23.8 million in 2023. The difference is primarily due to higher earnings in 2024 and the jurisdictional mix of such earnings.
We used the following discount rates for our defined benefit pension plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rates used for: ​ Obligations at Obligations at Obligations at ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ 2022 and ​ 2023 and ​ 2024 and ​ ​ expense in 2023 ​ expense in 2024 ​ expense in 2025 ​ United States 5.3 % 5.0 % 5.5 % United Kingdom (through date of plan termination) 4.3 % N/A ​ N/A ​ ​ The assumed long-term rate of return on plan assets represents the estimated average rate of earnings expected to be earned on the funds invested or to be invested from the plans’ assets provided to fund the benefit payments inherent in the projected benefit obligations.
Prior to the U.S. pension plan settlement, we used the following discount rates for our defined benefit pension plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rates used for: ​ ​ ​ ​ Obligations at ​ ​ ​ Obligations at ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2023 and ​ 2024 and ​ ​ ​ expense in 2024 ​ expense in 2025 ​ United States (through date of plan termination) 5.0 % 5.5 % ​ The assumed long-term rate of return on plan assets represents the estimated average rate of earnings expected to be earned on the funds invested or to be invested from the plans’ assets provided to fund the benefit payments inherent in the projected benefit obligations.
See Item 1 – “Business- Raw Materials.” Results by reporting unit The key performance indicator for CompX’s reporting units is the level of their reporting unit profit (see discussion below). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ ​ 2022 2023 2024 2022-23 2023-24 ​ (Dollars in millions) ​ ​ ​ ​ ​ Security Products: ​ ​ ​ Net sales $ 114.5 ​ $ 121.2 ​ $ 115.2 6 % (5) % Cost of sales 79.1 ​ 82.8 ​ 80.5 5 (3) Gross margin 35.4 ​ 38.4 ​ 34.7 8 (10) Operating costs and expenses 12.7 ​ 13.5 ​ 13.9 6 3 Reporting unit profit (2) $ 22.7 ​ $ 24.9 ​ $ 20.8 10 (16) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin 31.0 % 31.7 % 30.1 % ​ ​ Reporting unit profit margin 19.9 ​ 20.6 ​ 18.1 ​ (2) Reporting unit profit includes reporting unit sales less cost of sales and operating costs and expenses directly attributable to the reporting unit.
See Item 1 – “Business- Raw Materials.” Results by reporting unit The key performance indicator for CompX’s reporting units is the level of their reporting unit profit (see discussion below). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ Security Products: ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 121.2 ​ $ 115.2 ​ $ 120.7 (5) % 5 % Cost of sales 82.8 ​ 80.5 ​ 83.8 (3) 4 Gross margin 38.4 ​ 34.7 ​ 36.9 (10) 6 Operating costs and expenses 13.5 ​ 13.9 ​ 14.4 3 4 Reporting unit profit (2) $ 24.9 ​ $ 20.8 ​ $ 22.5 (16) 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin 31.7 % 30.1 % 30.6 % ​ ​ ​ Reporting unit profit margin 20.6 ​ 18.1 ​ 18.6 ​ ​ ​ (2) Reporting unit profit includes reporting unit sales less cost of sales and operating costs and expenses directly attributable to the reporting unit.
In addition, we receive third-party advice about appropriate discount rates, and these advisors may in some cases use their own market indices. We adjust these discount rates as of each December 31 valuation date to reflect then-current interest rates on such long-term bonds.
In addition, we receive third-party advice about appropriate discount rates, and these advisors may in some cases use their own market indices. Prior to the settlement of our pension plans, we adjusted these discount rates as of each December 31 valuation date to reflect then-current interest rates on such long-term bonds.
Our effective tax rate attributable to our equity in earnings (losses) of Kronos, including the effect of non-taxable dividends we received from Kronos, was a 3.4% expense in 2022, a 58.5% expense in 2023 and a 7.5% expense in 2024.
Our effective tax rate attributable to our equity in earnings (losses) of Kronos, including the effect of non-taxable dividends we received from Kronos, was 58.5% in 2023, 7.5% in 2024 and 25.4% in 2025.
Net income overview Our net income attributable to NL stockholders was $67.2 million, or $1.38 per share, in 2024 compared to a net loss of $2.3 million, or $.05 per share, in 2023 and net income of $33.8 million, or $.69 per share, in 2022.
Net income overview Our net loss attributable to NL stockholders was $37.8 million, or $.77 per share, in 2025 compared to net income of $67.2 million, or $1.38 per share, in 2024 and a net loss of $2.3 million, or $.05 per share, in 2023.
See Note 5 to our Consolidated Financial Statements. We also owned 35.2 million shares of Kronos common stock at December 31, 2024 with an aggregate market value of $343.4 million. See Note 6 to our Consolidated Financial Statements.
See Note 5 to our Consolidated Financial Statements. We also owned 35.2 million shares of Kronos common stock at December 31, 2025 with an aggregate market value of $155.7 million. See Note 6 to our Consolidated Financial Statements.
A detail (in millions) by entity is presented in the table below. ​ ​ ​ ​ ​ ​ Amount ​ ​ (In millions) CompX $ 60.8 NL Parent and wholly-owned subsidiaries ​ 123.4 Total ​ $ 184.2 ​ In addition, at December 31, 2024 we owned 1.2 million shares of Valhi common stock with an aggregate market value of $28.0 million.
A detail (in millions) by entity is presented in the table below. ​ ​ ​ ​ ​ ​ Amount ​ ​ (In millions) CompX ​ ​ ​ $ 54.1 NL Parent and wholly-owned subsidiaries ​ 60.0 Total ​ $ 114.1 ​ In addition, at December 31, 2025 we owned 1.2 million shares of Valhi common stock with an aggregate market value of $14.4 million.
Included in corporate (income) expenses are: ● litigation fees and related costs of $3.0 million in 2024 compared to $4.4 million in 2023, and ● income from environmental remediation and related cost of $20.3 million in 2024 compared to expenses of $.6 million in 2023. Corporate expenses were $11.8 million in each of 2022 and 2023.
Included in corporate (income) expenses are: ● litigation fees and related costs of $3.0 million in 2024 compared to $4.4 million in 2023, and -43- ​ ● income from environmental remediation and related cost of $20.3 million in 2024 compared to expenses of $.6 million in 2023.
Investing activities also include net collections of $5.5 million ($24.3 million of gross borrowings and $29.8 million of gross repayments) in 2022, net collections of $2.6 million ($27 9 million of gross borrowings and $30.5 million of gross repayments) in 2023 and net collections of $1.3 million ($25.0 million of gross borrowings and $26.3 million of gross repayments) in 2024 under a promissory note receivable from an affiliate.
Investing activities also include net collections of $2.6 million ($27.9 million of gross borrowings and $30.5 million of gross repayments) in 2023, net collections of $1.3 million ($25.0 million of gross borrowings and $26.3 million of gross repayments) in 2024 and net collections of $1.3 million ($15.7 million of gross borrowings and $17.0 million of gross repayments) in 2025 under a promissory note receivable from an affiliate.
CompX’s gross margin as a percentage of sales decreased in 2024 compared to 2023 primarily due to the factors affecting cost of sales and decreased coverage of fixed costs due to lower sales.
As a result, CompX’s cost of sales as a percentage of net sales increased over the same period. CompX’s gross margin as a percentage of sales decreased in 2024 compared to 2023 primarily due to the factors affecting cost of sales and decreased coverage of fixed costs due to lower sales .
We recognized consolidated defined benefit pension plan expense of $1.4 million in 2022, $6.5 million in 2023, including the loss on the termination of the U.K. pension plan of $4.9 million discussed above and $1.4 million in 2024.
We recognized consolidated defined benefit pension plan expense of $6.5 million in 2023, including the loss on the termination of the U.K. pension plan of $4.9 million discussed above, $1.4 million in 2024 and $20.9 million in 2025, including the loss on the termination of the U.S. pension plan of $19.7 million discussed -53- ​ above.
Additionally, CompX has purchase obligations of $19.8 million ($19.3 million payable in 2025 and $.5 million payable in 2026/2027) which consists of open purchase orders and contractual obligations, primarily commitments to purchase raw materials and for capital projects in process at December 31, 2024.
Additionally, CompX has purchase obligations of $13.9 million ($13.4 million payable in 2026 and $.5 million payable in 2027/2028) which consists of open purchase orders and contractual obligations, primarily commitments to purchase raw materials and for capital projects in process at December 31, 2025.
Future cash requirements Liquidity Our primary source of liquidity on an ongoing basis is our cash flow from operating activities and credit facilities with affiliates and banks as further discussed below.
See Note 10 to our Consolidated Financial Statements. Future cash requirements Liquidity Our primary source of liquidity on an ongoing basis is our cash flow from operating activities and credit facilities with affiliates and banks as further discussed below.
Other non-operating income (expense) – Kronos recognized a gain on the remeasurement of its investment in LPC of $64.5 million in 2024 as a result of the acquisition.
In 2024, Kronos recognized a gain on the remeasurement of its investment in LPC of $64.5 million as a result of the acquisition.
In 2024, CompX used the qualitative assessment for its annual impairment test and determined it was not necessary to perform the quantitative goodwill impairment test, as it concluded it is more-likely-than-not the fair value of the Security Products reporting unit exceeded its carrying amount. See Notes 1 and 7 to our Consolidated Financial Statements.
In 2025, CompX used the qualitative assessment for its annual impairment test and determined it was not necessary to perform the quantitative goodwill impairment test, as it concluded it is more-likely-than-not the fair value of the Security Products reporting unit exceeded its carrying amount.
Income from operations The following table shows the components of our income from operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, % Change ​ 2022 2023 2024 2022-23 2023-24 ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ CompX segment profit $ 25.4 ​ $ 25.4 ​ $ 17.0 — % (33) % Insurance recoveries ​ .1 ​ ​ .5 ​ ​ 1.4 ​ 399 ​ 195 ​ Corporate income (expense), net (11.8) ​ (11.8) ​ 19.5 — (266) ​ Income from operations $ 13.7 ​ $ 14.1 ​ $ 37.9 3 168 ​ ​ The following table shows the components of our income (loss) before income taxes exclusive of our income from operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, % Change ​ 2022 2023 2024 2022-23 2023-24 ​ (Dollars in millions) ​ ​ ​ ​ Equity in earnings (losses) of Kronos $ 31.9 ​ $ (15.0) ​ $ 26.4 (147) % 276 % Marketable equity securities unrealized gain (loss) (8.1) ​ (8.1) ​ 9.8 1 220 ​ Loss on pension plan termination ​ — ​ ​ (4.9) ​ ​ — ​ n.m. ​ n.m. ​ Other components of net periodic pension and OPEB cost (1.1) ​ (1.4) ​ (1.2) 21 (12) ​ Interest and dividend income 3.8 ​ 9.6 ​ 11.0 154 14 ​ Interest expense (1.0) ​ (.7) ​ (.6) (21) (29) ​ n.m. not meaningful ​ -38- ​ CompX International Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, % Change ​ ​ 2022 2023 2024 2022-23 2023-24 ​ ​ (Dollars in millions) ​ ​ ​ ​ Net sales $ 166.6 ​ $ 161.3 ​ $ 145.9 (3) % (10) % Cost of sales 117.8 ​ 112.1 ​ 104.6 (5) (7) ​ Gross margin 48.8 ​ 49.2 ​ 41.3 1 (16) ​ Selling, general and administrative expenses 23.4 ​ 23.8 ​ 24.3 2 2 Segment profit (1) $ 25.4 ​ $ 25.4 ​ $ 17.0 — (33) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales 70.7 % 69.5 % 71.7 % ​ Gross margin 29.3 ​ 30.5 ​ 28.3 Selling, general and administrative expenses 14.0 ​ 14.7 ​ 16.7 Segment profit ​ 15.3 ​ 15.8 ​ 11.7 ​ ​ ​ ​ (1) We use segment profit to assess the performance of CompX.
See also Item 3 – “Legal Proceedings – Environmental matters and litigation” and Note 17 to our Consolidated Financial Statements. -38- ​ Income from operations The following table shows the components of our income from operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ % Change ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ CompX segment profit $ 25.4 ​ $ 17.0 ​ $ 22.6 (33) % 33 % Insurance recoveries ​ .5 ​ ​ 1.4 ​ ​ — ​ 195 ​ n.m. ​ Corporate income (expense), net (11.8) ​ 19.5 ​ (11.9) (266) (161) ​ Income from operations $ 14.1 ​ $ 37.9 ​ $ 10.7 168 (72) ​ n.m. not meaningful The following table shows the components of our income (loss) before income taxes exclusive of our income from operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ % Change ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ ​ ​ (Dollars in millions) ​ ​ ​ ​ Equity in earnings (losses) of Kronos $ (15.0) ​ $ 26.4 ​ $ (33.9) 276 % (229) % Marketable equity securities unrealized gain (loss) (8.1) ​ 9.8 ​ (13.6) 220 (238) ​ Settlement loss on pension plan termination and buy-out ​ (4.9) ​ ​ — ​ ​ (19.7) ​ n.m. ​ n.m. ​ Other components of net periodic pension and OPEB cost (1.4) ​ (1.2) ​ (1.1) (12) (6) ​ Interest and dividend income 9.6 ​ 11.0 ​ 7.0 14 (36) ​ Interest expense (.7) ​ (.6) ​ (.8) (29) 45 ​ n.m. not meaningful CompX International Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ % Change ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ ​ ​ Net sales $ 161.3 ​ $ 145.9 ​ $ 158.3 (10) % 8 % Cost of sales 112.1 ​ 104.6 ​ 110.1 (7) 5 ​ Gross margin 49.2 ​ 41.3 ​ 48.2 (16) 16 ​ Selling, general and administrative expenses 23.8 ​ 24.3 ​ 25.6 2 5 Segment profit (1) $ 25.4 ​ $ 17.0 ​ $ 22.6 (33) 33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales 69.5 % 71.7 % 69.6 % ​ ​ ​ Gross margin 30.5 ​ 28.3 ​ 30.4 ​ ​ Selling, general and administrative expenses 14.7 ​ 16.7 ​ 16.2 ​ ​ Segment profit ​ 15.8 ​ 11.7 ​ 14.3 ​ ​ ​ ​ (1) We use segment profit to assess the performance of CompX.
Kronos’ selling, general and administrative expense in 2024 also includes $2.2 million of transaction costs incurred in connection with the LPC acquisition. Selling, general and administrative expense also decreased due to lower costs related to workforce reductions in 2024 compared to 2023.
This increase was primarily due to higher distribution costs related to higher overall sales volumes compared to 2023. Kronos’ selling, general and administrative expense in 2024 also includes $2.2 million of transaction costs incurred in connection with the LPC acquisition. Selling, general and administrative expense also decreased due to lower costs related to workforce reductions in 2024 compared to 2023.
Financing activities Quarterly dividends paid totaled $13.7 million ($.28 per share, or $.07 per share per quarter) in each of 2022 and 2023 and $15.6 million ($.32 per share, or $.08 per share per quarter in 2024).
Financing activities Quarterly dividends paid totaled $13.7 million ($.28 per share, or $.07 per share per quarter) in 2023, $15.6 million ($.32 per share, or $.08 per share per quarter) in 2024 and $17.6 million ($.36 per share, or $.09 per share per quarter) in 2025.
The effect of the weakening of the U.S. dollar relative to the euro caused additional net translation gains as the positive effects of the weaker U.S. dollar on euro-denominated sales more than offset the unfavorable effects on euro-denominated operating costs being translated into more U.S. dollars in 2024 as compared to 2023. -48- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2023 vs 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains - Total currency ​ ​ Transaction gains recognized ​ impact of ​ impact ​ 2022 2023 Change rate changes 2023 vs 2022 ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ ​ ​ ​ ​ ​ Impact on: ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ — ​ $ — ​ $ 10 ​ $ 10 Income from operations ​ 12 ​ 1 ​ (11) ​ 27 ​ 16 ​ The $10 million increase in Kronos’ net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as Kronos’ euro-denominated sales were translated into more U.S. dollars in 2023 as compared to 2022.
Additionally, the effect of the weakening of the U.S. dollar relative to the Norwegian krone caused net translation losses as local currency-denominated costs were translated into more U.S. dollars in 2025 as compared to 2024, combined with the effect of the weakening of the U.S. dollar relative to the euro caused further net translation losses as the positive effects of the weaker U.S. dollar on euro-denominated sales was more than offset by the unfavorable effects on euro-denominated operating costs being translated into more U.S. dollars in 2025 as compared to 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2024 vs 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains - Total currency ​ ​ Transaction gains recognized ​ impact of ​ impact ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ Change ​ ​ ​ rate changes ​ ​ ​ 2024 vs 2023 ​ ​ ​ ​ ​ ​ ​ ​ (In millions) ​ ​ ​ ​ ​ ​ Impact on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ — ​ $ — ​ $ — ​ $ 5 ​ $ 5 Income from operations ​ 1 ​ 2 ​ 1 ​ 9 ​ 10 The $5 million increase in Kronos’ net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as Kronos’ euro-denominated sales were translated into more U.S. dollars in 2024 as compared to 2023.
In February 2025 our board of directors declared a first quarter 2025 dividend of $.09 per share, to be paid on March 27, 2025 to NL stockholders of record as of March 11, 2025.
In February 2026 our board of directors declared a first quarter 2026 dividend of $.10 per share, to be paid on March 26, 2026 to NL stockholders of record as of March 10, 2026.
The reference to NL Parent in the tables below is a reference to NL Industries, Inc., as the parent company of CompX and our other wholly-owned subsidiaries. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2023 2024 ​ ​ (In millions) Net cash provided by operating activities: ​ ​ ​ CompX ​ $ 16.9 ​ $ 25.8 ​ $ 22.9 NL Parent and wholly-owned subsidiaries ​ 39.6 ​ 21.9 ​ 37.1 Eliminations ​ (29.6) ​ (10.7) ​ (34.4) Total ​ $ 26.9 ​ $ 37.0 ​ $ 25.6 ​ -54- ​ Relative changes in working capital can have a significant effect on cash flows from operating activities.
The reference to NL Parent in the tables below is a reference to NL Industries, Inc., as the parent company of CompX and our other wholly-owned subsidiaries. -55- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ CompX ​ $ 25.8 ​ $ 22.9 ​ $ 22.9 NL Parent and wholly-owned subsidiaries ​ 21.9 ​ 37.1 ​ (35.6) Eliminations ​ (10.7) ​ (34.4) ​ (23.7) Total ​ $ 37.0 ​ $ 25.6 ​ $ (36.4) ​ Relative changes in working capital can have a significant effect on cash flows from operating activities and is primarily impacted by the timing of sales and collections in the last month of the year.
See Note 5 to our Consolidated Financial Statements. During 2024, we had proceeds from the sale of land not used in our operations of $5.0 million.
During 2024, we had proceeds from the sale of land not used in our operations of $5.0 million.
In addition, our board of directors declared special dividends which totaled $17.1 million ($.35 per share) paid in August 2022 and $21.0 million ($.43 per share) paid in August 2024.
In addition, our board of directors declared special dividends which totaled $21.0 million ($.43 per share) paid in August 2024 and $10.3 million ($.21 per share) in August 2025.
The funding requirements for these defined benefit pension plans are generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense recognized under GAAP for financial reporting purposes. We made contributions to our plans of approximately $1.2 million in 2022.
The funding requirements for these defined benefit pension plans are generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense recognized under GAAP for financial reporting purposes.
The following table shows Kronos’ capacity utilization rates during 2023 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ Production Capacity Utilization Rates ​ ​ 2023 ​ 2024 First Quarter 76 % ​ 87 % Second Quarter 64 % ​ 99 % Third Quarter 73 % ​ 92 % Fourth Quarter 75 % ​ 97 % Overall 72 % ​ 96 % ​ Excluding the effect of changes in currency exchange rates, Kronos’ cost of sales per metric ton of TiO 2 sold in 2024 was significantly lower as compared to 2023 primarily due to significant decreases in per metric ton production costs (primarily energy and raw materials).
The following table shows Kronos’ capacity utilization rates during 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production Capacity Utilization Rates ​ ​ 2024 ​ 2025 First Quarter 87 % ​ 93 % Second Quarter 99 % ​ 81 % Third Quarter 92 % ​ 80 % Fourth Quarter 97 % ​ 55 % Overall 96 % ​ 77 % ​ Excluding the effect of changes in currency exchange rates and unabsorbed fixed costs, Kronos’ cost of sales per metric ton of TiO 2 sold in 2025 was lower as compared to 2024 primarily due to decreases in per metric ton production costs (primarily raw materials).
Capital expenditures Capital expenditures for 2025 are estimated at approximately $3.2 million, substantially all of which relate to CompX. CompX’s 2025 capital investments are primarily to meet its expected customer demand and those required to properly maintain its facilities and technology infrastructure.
Capital expenditures Capital expenditures for 2026 are estimated at approximately $4.3 million, substantially all of which relate to CompX. CompX’s 2026 capital investments are primarily to support its expected customer demand and maintain and improve its facilities and technology infrastructure.
It is our policy to engage in transactions with related parties on terms, in our opinion, no less favorable to us than we could obtain from unrelated parties. -43- ​ Equity in earnings of Kronos Worldwide, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ ​ 2022 2023 2024 2022-23 2023-24 ​ (Dollars in millions) ​ ​ ​ Net sales $ 1,930.2 ​ $ 1,666.5 ​ $ 1,887.1 (14) % 13 % Cost of sales 1,539.1 ​ 1,501.6 ​ 1,527.8 (2) ​ 2 ​ Gross margin $ 391.1 ​ $ 164.9 ​ $ 359.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ 159.6 ​ $ (56.0) ​ $ 122.9 (135) ​ 319 ​ Gain on remeasurement of investment in TiO 2 manufacturing joint venture ​ — ​ ​ — ​ ​ 64.5 ​ ​ ​ ​ ​ Other gain (loss), net ​ (8.8) ​ ​ .2 ​ ​ 5.1 ​ ​ ​ ​ ​ Interest expense (16.9) ​ (17.1) ​ (42.9) ​ ​ ​ ​ Income (loss) before income taxes 133.9 ​ (72.9) ​ 149.6 ​ ​ ​ ​ Income tax expense (benefit) 29.4 ​ (23.8) ​ 63.4 Net income (loss) $ 104.5 ​ $ (49.1) ​ $ 86.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of net sales: ​ ​ Cost of sales 80 % 90 % 81 % ​ ​ ​ Income (loss) from operations 8 ​ (3) ​ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings (losses) of Kronos Worldwide, Inc. $ 31.9 ​ $ (15.0) ​ $ 26.4 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TiO 2 operating statistics: ​ ​ Sales volumes* 481 ​ 419 ​ 504 (13) % 20 % Production volumes* 492 ​ 401 ​ 535 (19) ​ 33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage change in TiO 2 net sales: ​ ​ TiO 2 sales volumes ​ ​ ​ ​ ​ (4) % 20 % TiO 2 product pricing ​ ​ ​ ​ ​ (13) ​ (5) ​ TiO 2 product mix/other ​ ​ ​ ​ ​ 2 ​ (2) ​ Changes in currency exchange rates ​ ​ ​ ​ ​ 1 ​ — ​ Total ​ ​ ​ ​ ​ ​ ​ (14) % 13 % * Thousands of metric tons As previously reported, effective the Acquisition Date, of July 16, 2024 Kronos acquired the 50% joint venture interest in LPC previously held by Venator.
It is our policy to engage in transactions with related parties on terms, in our opinion, no less favorable to us than we could obtain from unrelated parties. ​ Equity in earnings of Kronos Worldwide, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ Net sales $ 1,666.5 ​ $ 1,887.1 ​ $ 1,859.4 13 % (1) % Cost of sales 1,501.6 ​ 1,527.8 ​ 1,646.4 2 ​ 8 ​ Gross margin $ 164.9 ​ $ 359.3 ​ $ 213.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations $ (56.0) ​ $ 122.9 ​ $ (36.5) 319 ​ (130) ​ Gain on remeasurement of investment in TiO2 manufacturing joint venture ​ — ​ ​ 64.5 ​ ​ — ​ ​ ​ ​ ​ Gain on remeasurement of earn-out liability ​ — ​ ​ — ​ ​ 4.6 ​ ​ ​ ​ ​ Other gain (loss), net ​ .2 ​ ​ 5.1 ​ ​ (12.5) ​ ​ ​ ​ ​ Interest expense (17.1) ​ (42.9) ​ (53.0) ​ ​ ​ ​ Income (loss) before income taxes (72.9) ​ 149.6 ​ (97.4) ​ ​ ​ ​ Income tax expense (benefit) (23.8) ​ 63.4 ​ 13.5 ​ ​ Net income (loss) $ (49.1) ​ $ 86.2 ​ $ (110.9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of net sales: ​ ​ ​ ​ ​ ​ ​ Cost of sales 90 % 81 % 89 % ​ ​ ​ Income (loss) from operations (3) ​ 7 ​ (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity in earnings (losses) of Kronos Worldwide, Inc. $ (15.0) ​ $ 26.4 ​ $ (33.9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TiO 2 operating statistics: ​ ​ ​ ​ ​ ​ ​ Sales volumes* 419 ​ 504 ​ 512 20 % 2 % Production volumes* 401 ​ 535 ​ 480 33 ​ (10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage change in TiO 2 net sales: ​ ​ ​ ​ ​ ​ ​ TiO 2 sales volumes ​ ​ ​ ​ ​ ​ 20 % 2 % TiO2 product pricing ​ ​ ​ ​ ​ ​ (5) ​ (4) ​ TiO 2 product mix/other ​ ​ ​ ​ ​ ​ (2) ​ — ​ Changes in currency exchange rates ​ ​ ​ ​ ​ ​ — ​ 1 ​ Total ​ ​ ​ ​ ​ ​ ​ 13 % (1) % * Thousands of metric tons As previously reported, effective July 16, 2024 (“Acquisition Date”), Kronos acquired the 50% joint venture interest in Louisiana Pigment Company, L.P.
Defined benefit pension plans – We maintain a defined benefit pension plan in the U.S. As a result of the spin-off of Kronos in 2003, Kronos participates in our pension plan. Using participant data, we account for our portion of the combined pension plan as if it were a separate pension plan from the portion in which Kronos participates.
Using participant data, we account for our portion of the combined pension plan as if it were a separate pension plan from the portion in which Kronos participates.
Operations outside the United States Kronos has substantial operations located outside the United States for which the functional currency is not the U.S. dollar. As a result, the reported amount of our net investment in Kronos will fluctuate based upon changes in currency exchange rates.
Operations outside the United States As discussed above, Kronos has substantial operations located outside the United States for which the functional currency is not the U.S. dollar. As a result, the reported amount of Kronos’ assets and liabilities related to its non-U.S. operations, and therefore its consolidated net assets, will fluctuate based upon changes in currency exchange rates.
The declaration and payment of future dividends, and the amount thereof, is discretionary and is dependent upon our financial condition, cash requirements, contractual obligations and restrictions and other factors deemed relevant by our board of directors. The amount and timing of past dividends is not necessarily indicative of the amount or timing of any future dividends which might be paid.
The declaration and payment of future dividends, and the amount thereof, is discretionary and is dependent upon our financial condition, cash requirements, contractual obligations and restrictions and other factors deemed relevant by -56- ​ our board of directors.
Security Products reporting unit profit margin decreased for 2024 compared to 2023 primarily due to the factors impacting gross margin, as well as decreased coverage of operating costs and expenses from lower sales and increased operating costs and expenses, including higher employee salaries and benefit costs of $.5 million, primarily in the first half of the year.
Security Products reporting unit profit margin increased for 2025 compared to 2024 primarily due to the factors impacting gross margin, as well as increased coverage of operating costs and expenses from higher sales partially offset by higher operating costs and expenses, including increased employee-related expenses of $.5 million.
Reporting unit profit margin increased for 2023 compared to 2022 primarily due to the factors impacting gross margin, as well as increased coverage of operating costs and expenses from higher sales, partially offset by increased operating costs and expenses, including higher employee salaries and benefit costs of $.6 million. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, % Change ​ ​ 2022 2023 2024 2022-23 2023-24 ​ (Dollars in millions) ​ ​ Marine Components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 52.1 ​ $ 40.1 ​ $ 30.7 ​ (23) % (23) % Cost of sales 38.7 ​ 29.3 ​ 24.1 (24) (18) Gross margin 13.4 ​ 10.8 ​ 6.6 (19) (39) Operating costs and expenses 3.8 ​ 3.6 ​ 3.3 (5) (8) Reporting unit profit (2) $ 9.6 ​ $ 7.2 ​ $ 3.3 (25) (54) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin 25.6 % 27.0 % 21.6 % ​ ​ Reporting unit profit margin 18.4 ​ 18.0 ​ 10.8 ​ Marine Components – Marine Components net sales decreased 23% in 2024 as compared to 2023 primarily due to $8.7 million lower sales to the towboat market through the first three quarters of 2024, partially offset by higher sales in the fourth quarter of 2024, including $1.1 million higher sales to the towboat market and $1.0 million higher sales to the government market.
Security Products reporting unit profit margin decreased for 2024 compared to 2023 primarily due to the factors impacting gross margin, as well as decreased coverage of operating costs and expenses from lower sales and increased operating costs and expenses, including higher employee salaries and benefit costs of $.5 million, primarily in the first half of the year. ​ -41- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, % Change ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ ​ ​ (Dollars in millions) ​ ​ ​ Marine Components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 40.1 ​ $ 30.7 ​ $ 37.6 ​ (23) % 22 % Cost of sales 29.3 ​ 24.1 ​ 26.3 (18) 9 Gross margin 10.8 ​ 6.6 ​ 11.3 (39) 70 Operating costs and expenses 3.6 ​ 3.3 ​ 3.8 (8) 14 Reporting unit profit (2) $ 7.2 ​ $ 3.3 ​ $ 7.5 (54) 126 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin 27.0 % 21.6 % 29.9 % ​ ​ ​ Reporting unit profit margin 18.0 ​ 10.8 ​ 19.8 ​ ​ ​ Marine Components – Marine Components net sales increased 22% in 2025 as compared to 2024 primarily due to $2.7 million higher sales to the towboat market (including a one-time stocking event for a towboat OEM customer), $2.5 million higher sales to the government market and $2.2 million higher sales to the industrial market, partially offset by $1.1 million lower sales to the center console market.
CompX’s segment profit margins were primarily impacted by the factors impacting net sales, cost of sales, gross margin and selling, general and administrative expenses discussed above.
Segment profit – As a percentage of net sales, CompX’s segment profit increased in 2025 compared to 2024 and decreased in 2024 compared to 2023. CompX’s segment profit margins were primarily impacted by the factors impacting net sales, cost of sales, gross margin and selling, general and administrative expenses discussed above.
Kronos estimates changes in currency exchange rates decreased its loss from operations by approximately $16 million in 2023 as compared to 2022, as discussed in the Effects of currency exchange rates section below.
Kronos -47- ​ estimates that changes in currency exchange rates decreased its segment loss by approximately $8 million in 2025 as compared to 2024, as discussed in the effects of currency exchange rates section below.
We use these discount rates to determine the actuarial present value of the pension obligations as of December 31 of that year.
We used these discount rates to determine the actuarial present value of the pension obligations as of December 31 of that year. We also used these discount rates to determine the interest component of defined benefit pension expense for the following year.
Beginning in the latter half of 2022 and continuing through 2024, CompX limited investments primarily to those expenditures required to meet its existing demand and to properly maintain its facilities and technology infrastructure.
In 2023 and 2024, CompX limited investments primarily to those expenditures required to support its existing demand and to properly maintain its facilities and technology infrastructure.
TiO 2 selling prices will increase or decrease generally as a result of competitive market pressures, changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs . Kronos’ sales volumes decreased 13% in 2023 as compared to 2022 due to lower overall demand across all major markets noted above.
TiO 2 selling prices will increase or decrease generally as a result of competitive market pressures and changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs .
Kronos’ gross margin as a percentage of net sales decreased to 10% in 2023 compared to 20% in 2022. As discussed and quantified above, Kronos’ gross margin as a percentage of net sales decreased primarily due to lower production and sales volumes, lower average TiO 2 selling prices, higher production costs and changes in currency exchange rates .
As discussed and quantified above, Kronos’ gross margin as a percentage of net sales decreased primarily due to lower average TiO 2 selling prices and lower production volumes resulting in unfavorable fixed cost absorption.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General – We are exposed to market risk from changes in currency exchange rates, interest rates, raw materials and equity security prices.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General – We are exposed to market risk from changes in currency exchange rates, interest rates, raw materials and equity security prices. Interest rates – We are exposed to market risk from changes in interest rates, primarily related to our indebtedness and CompX’s note receivable from affiliate.
The potential change in the aggregate fair value of these investments, assuming a 10% change in prices, would be $1.8 million and $2.8 million at December 31, 2023 and 2024, respectively. Raw materials – CompX will occasionally enter into short-term commodity-related raw material supply arrangements to mitigate the impact of future increases in commodity-related raw material costs.
The potential change in the aggregate fair value of these investments, assuming a 10% change in prices, would be $2.8 million and $1.4 million at December 31, 2024 and 2025, respectively. Raw materials – CompX will occasionally enter into short-term commodity-related raw material supply arrangements to mitigate the impact of future increases in commodity-related raw material costs.
Marketable equity security prices – We are exposed to market risk due to changes in prices of the marketable equity securities which we own. The fair value of our equity securities at December 31, 2023 and 2024 was $18.2 million and $28.0 million, respectively.
Marketable equity security prices – We are exposed to market risk due to changes in prices of the marketable equity securities which we own. The fair value of our equity securities at December 31, 2024 and 2025 was $28.0 million and $14.4 million, respectively.
The outstanding principal amount of the note receivable from affiliate of $9.3 million at December 31, 2024 bears interest at prime plus 1.0% (8.5% at December 31, 2024). We received interest income of $1.0 million from the note during 2024.
The outstanding principal amount of the note receivable from affiliate of $8.0 million at December 31, 2025 bears interest at prime plus 1.0% (7.8% at December 31, 2025). We received interest income of $.9 million from the note during 2025.
We have an outstanding principal amount of indebtedness of $.5 million at December 31, 2024 bearing interest at prime plus 1.875% -58- ​ (9.4% at December 31, 2024) with a maturity date of December 31, 2030. The carrying value of such outstanding indebtedness approximates its fair value.
We have an outstanding principal amount of indebtedness of $.5 million at December 31, 2025 bearing interest at prime plus 1.875% (8.6% at December 31, 2025) with a maturity date of December 31, 2030. The carrying value of such outstanding indebtedness approximates its fair value.
Removed
Interest rates – We are exposed to market risk from changes in interest rates, primarily related to our indebtedness, CompX’s note receivable from affiliate and our investment in marketable debt securities.

Other NL 10-K year-over-year comparisons