VALHI INC /DE/

For the period ended May 21, 2026. Filed Apr 1, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 1, 2026

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VHI$16.10+12.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A** **

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by Registrant:	☒
Filed by a Party other than the Registrant:	☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 1, 2026

To Our Stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders of Valhi, Inc., which will be held on Thursday, May 21, 2026, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620. The matters to be acted upon at the meeting are described in the attached notice of annual meeting of stockholders and proxy statement.

Whether or not you plan to attend the meeting, please cast your vote as instructed on your notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes. Your vote, whether given by proxy or in person at the meeting, will be held in confidence by the inspector of election as provided in our bylaws.

	Sincerely,Loretta J. FeehanChair of the BoardMichael S. SimmonsVice Chairman of the Board,President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 21, 2026

To the Stockholders of Valhi, Inc.:

The 2026 annual meeting of stockholders of Valhi, Inc. will be held on Thursday, May 21, 2026, at 10:00 a.m., local time, at Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620, for the following purposes:

1.	to elect the seven director nominees named in the proxy statement to serve until the 2027 annual meeting of stockholders;

2.	to approve, on a nonbinding advisory basis, our named executive officer compensation; and

3.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 24, 2026, has been set as the record date for the meeting. Only holders of our common stock at the close of business on the record date are entitled to notice of and to vote at the meeting. A complete list of stockholders entitled to vote at the meeting will be available for examination during normal business hours by any of our stockholders, for purposes related to the meeting, for a period of ten days prior to the meeting at our corporate offices.

You are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, please cast your vote by following the instructions on the notice of internet availability of proxy materials or, if you have requested a paper copy, on the proxy card or voting instruction form, as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.

	By Order of the Board of Directors,Jane R. Grimm, Secretary

Dallas, Texas

April 1, 2026

Important Notice Regarding the Availability of Proxy Materials for theAnnual Stockholder Meeting to Be Held on May 21, 2026.The proxy statement and annual report to stockholders (including Valhi’s Annual Report on Form 10-K forthe fiscal year ended December 31, 2025) are available at www.envisionreports.com/VHI.

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