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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.   20549**

**FORM****8-K**
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**CURRENT REPORT**

**Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934**

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Date of Report (Date of earliest event reported)

**February 23, 2023**
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**NL Industries, Inc.**

(Exact name of registrant as specified in its charter)

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**New Jersey**
**1-640**
**13-5267260**
(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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**5430 LBJ Freeway****,****Suite 1700****,****Dallas****,****Texas**
**75240-2620**
(Address of principal executive offices)

(Zip Code)

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Registrant’s telephone number, including area code

**(****972****)****233-1700**
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(Former name or former address, if changed since last report.)

  

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

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☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

  

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

  

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

  

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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**Title of each class**

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**Trading**

**Symbol(s)**

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**Name of each exchange on which registered**

Common stock
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NL
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New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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**Item 5.05**

**Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.**

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On February 23, 2023, the registrant’s board of directors adopted and approved certain amendments to the registrant’s Code of Business Conduct and Ethics, as reflected in an amended and restated version of the code of Business Conduct and Ethics (the “Code”).

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The Code was revised and updated to add an introductory paragraph to the Principles section, to expand the former Sustainability section into an Environmental Social and Governance (ESG) section, to update the provisions regarding waivers, and to make other various wording changes. The description of the amendments to the Code contained in this report is qualified in its entirety by reference to the full text of the Code filed as Exhibit 14.1 to this Current Report on Form 8-K. The Code is also available on the registrant’s website at www.nl-ind.com under the company-corporate governance section.

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**Item 9.01**

**Financial Statements and Exhibits.**

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(d)

Exhibits

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**Item No.**

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**Description**

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14.1

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NL Industries, Inc. Code of Business Conduct and Ethics, Amended and Restated Effective February 23, 2023

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document)

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**SIGNATURE**

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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**NL INDUSTRIES, INC.**

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(Registrant)

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Date:  February 27, 2023

By:  /s/Amy A. Samford

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*Executive Vice President and****   Chief Financial Officer*

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