TROX 10-K & 10-Q changes, risk factors and insider trading

Our revenue and results of operations are significantly dependent on sales of TiO2 products and zircon. Demand for these products historically have been linked to global, regional and local GDP and discretionary spending, which can be negatively impacted by regional and world events or economic and market conditions. Such events can cause a decrease in demand for our products and market prices to fall, which may have an adverse effect on our results of operations and financial condition. A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change.change, and we have recently been experiencing a depressed trend in the commodity cycle for TiO2. Accordingly, product margins and the results of operations tend to vary with changes in the business cycle.

A significant portion of the demand for our TiO2 products comes from manufacturers of paint and plastics. A significant portion of the demand for zircon comes from the construction and other industrial end markets. Our customers may experience significant fluctuations in demand for their own end products because of economic conditions, changes in consumer demand, or increases in raw material and energy costs. In addition, with respect to the zircon market, we believe that China currently accounts for approximately 50% of the world’s demand for zircon. AsHowever, such,there anyis currently a weakening demand in the domestic Chinese ceramics end-market as well as an increase in domestic Chinese zircon sand production, partially attributable to the Chinese continued focus on mining rare earth bearing minerals, which is adding to the global zircon supply. A prolonged economic downturn in China could result in reduced zircon and TiO2 demand in China as well as Chinese domestic zircon producers increasing exports of zircon at low prices which could have a material adverse effect on our business and financial results.

Historically, the global market for TiO2, zircon and pig iron have been volatile, and those markets are likely to remain volatile in the future. Prices for TiO2, zircon and pig iron may fluctuate in response to relatively minor changes in the supply of, and demand for, these products, market uncertainty and other factors beyond our control.control, and we have recently been experiencing a depressed trend in the commodity cycle for TiO2. Factors that affect the price of our products include, among other things:

•the level of production and exports of our products globally, including the impact of competitors increasing their capacity and exports, in particular Chinese competitors, as well as the price of such exports being offered to customers at lower prices;

•the level of production and cost of materials, such as chlorine, sulfuric acidacid, sulfur, and anthracite, used to produce our products, including rising prices of raw materials due to inflation;

•the cost of energy consumed in the production of TiO2TiO2, feedstock and zircon, including the price of natural gas, electricitypet coke and petelectricity, cokein particular, the increasing electricity costs relating to our South African operations;

•major public health issues, such as COVID-19,issues which could cause, among other things, macroeconomic disruptions.

Pricing pressure, along with demand fluctuations, with respect to our TiO2 products, zircon and pig iron can make it difficult to predict the cash we may have on hand at any given time, and a prolongedcontinued period of price declines and/or demand declines may materially and adversely affect our financial position, cash generation, liquidity, ability to service and repay our debt, pay dividends, operate our business, fund our liquidity and capital needs, including tothrough financethe capital markets and for the purpose of financing planned capital expenditures and results of operations.

Each of our markets is highly competitive. Competition in the TiO2 industry is based on a number of factors such as price, product quality, and service. We face significant competition from major international and smaller regional competitors, especially producers in China. Chinese producers have significantly expanded their TiO2 production capacity in recent years and the volume of their exports and certain Chinese producers have also publicly announced their intention to continue to expand their TiO2 production capacity and aggressive exports efforts. Moreover, the increased Chinese TiO2 production capacity, along with the prolonged economic downturn in China, is resulting in increasing quantities of TiO2 being exported to other regions of the world in which we compete typically at lower prices.

We compete with a large number of mining companies with respect to zircon. Zircon producers generally compete on the basis of price, quality, logistics, delivery, payment terms and consistency of supply. Moreover, increased Chinese production of zircon from both heavy mineral concentrates imported from Africa and Australia, and the mining of monazite to support the Chinese domestic rare earth industry, along with the prolonged economic downturn in China, is resulting in increasing quantities of zircon being exported by China to other regions of the world in which we compete.compete typically at lower prices.

The European CommissionCommission, Brazil, India, and Brazilianthe governmentsKingdom of Saudi Arabia have bothimposed imposeddefinitive anti-dumping duties on the importation of TiO2 products originating in China. The anti-dumping duties imposed by the European Commission in January 2025 are definitive and will remain in effect for an initial period of five years until January 2030 with the possibility of an extension for an additional five years. The anti-dumping duties imposed by Brazil’s Chamber of Foreign Trade in October 2025 are provisionalalso definitive and will be in place for an initial period of five years until AprilOctober 20252030 with the possibility thatof theyan will become definitive on or around June 2025extension for aan five-yearadditional period.five Inyears. addition,The the trade defense agency in India has announced anti-dumpingantidumping duties that, subject to approvalimposed by the Indian Ministry of Finance, will go into effect in the near future and the Kingdom of Saudi Arabia (KSA)in hasOctober announced2025 thatwill italso isbe investigatingin whetherplace dumpingfor an initial period of TiO2five productsyears originatinguntil October 2030 with the possibility of an extension for an additional five years. The Indian anti-dumping duties became definitive in ChinaMay may2025, but such duties were stayed by an Indian state court due to perceived procedural issues. Although we believe such definitive duties will ultimately be imposedreinstated, we cannot predict when such duties will be reinstated, or if they will be reinstated at all. If reinstated, the Indian duties will also have the possibility of an extension for an additional five years when they expire in theMay Kingdom.2030.

We may benefit from these duties due to the impact they may have on the price at which Chinese importers sell TiO2 in these jurisdiction as well as on the volume of exports of Chinese-made TiO2 to these jurisdictions. However, there can be no assurance that these duties will prove effective in increasing the price at which such Chinese producers sell TiO2 in the jurisdictions that have or will impose anti-dumping duties nor in decreasing the volume of TiO2 sold by Chinese exporters. Moreover,In the Brazilian government may elect to allow the provisional duties to expire without imposing definitive duties; the Indian Ministry of Finance may not approve the anti-dumping duties recommended by the Indian trade defense agency; and KSA may determine thataddition, Chinese TiO2 producers are not,also inincreasingly fact,looking dumpingfor alternative ways to evade such anti-dumping duties, including through the acquisition of non-Chinese TiO2 inpigment the KSA market or may impose duties that are insufficient to effect Chinese export behavior.plants. Any of these outcomes could have a material adverse effect on our results of operations and financial position. Anti-dumping duties are generally subject to periodic reviews and, occasionally, legal challenges, which can result in their revocation, suspension or reduction. If these anti-dumping duties and tariffs were to be revoked or reduced in the future, or if they do not adequately combat China’s unfair trade practices, our results of operations and financial position could be adversely impacted.

Our mining, beneficiation, smelting and production processes consume significant amounts of energy and raw materials, the costs of which can be subject to worldwide, as well as, local supply and demand, as well as other factors beyond our control. Fuel and energy linked to commodities, such as diesel, natural gas, heavy fuel oil and pet coke, and other consumables, such as chlorine, sulfuric acid, illuminating paraffin, electrodes, sulfur and anthracite, consumed in our TiO2 manufacturing and mining operations form an important part of our TiO2 operating costs. We have no control over the costs of these consumables, many of which are linked to some degree to the price of oil, and the costs of many of these raw materials may fluctuate widely for a variety of reasons, including changes in availability, major capacity additions or reductions, or significant facility operating problems. In addition, certain key raw materials used in our operations are currently primarily sourced from China so any export restrictions or limits imposed by the Chinese government on such raw materials could have a material adverse effect on our operations. Moreover, the ongoing Russia and Ukraine conflict has resulted in, and may continue to result in, increased uncertainty with respect to the supply of energy and other energy-dependent commodities for our TiO2 production facilities located in the European Union and the United Kingdom, as well as other raw materials, such as anthracite, for our slag furnaces located in South Africa. Increased costs of electricity and disruptions in the supply of electricity due to long-standing operational issues at the sole, state-owned energy supplier in the Republic of South Africa, Eskom, could increase the costs of production, or disrupt operations, at our mines and beneficiation operations in that country. Availability of such consumables could also be impacted by transportation capacity constraints or other interruptions. These fluctuations could negatively affect our operating margins, our results of operations or planned capital expenditures. In addition, due to our global footprint and reliance on key raw materials from around the world, we are particularly reliant on shipping vessels to transport such raw materials as well as our finished goods. As a result of the current Middle East conflict, there is increasing pressure on shipping vessels to potentially avoid key shipping routes through the Red Sea and the Suez Canal which could result in a reduction of available shipping vessels and/or increased shipping costs. AsIf the costs of raw materials, utilities, transportation and similar costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases relating to raw materials, utilities, transportation and similar costs through to our customers.

Our business is exposed to, among other things, industrial accidents the occurrence of which could delay production, suspend operations, increase repair, maintenance or medical costs and, due to the vertical integration of our operations, could have an adverse effect on the productivity and results of operations of a particular manufacturing facility or on our business as a whole. Furthermore, during operational breakdowns resulting from any such industrial accident, the relevant facility may not be restored to full operations within the anticipated timeframe, which could result in further business losses. Over our operating history, we have incurred incidents of this nature. For instance, in 2023, as a result of a fire at the supplier of 100% of our Botlek, Netherlands TiO2 pigment plant's steam needs, such plant was forced to be taken offline for several months which impacted our 2023 financial results. If any of the equipment on which we depend were severely damaged or were destroyed by fire or otherwise, we may be unable to replace or repair it in a timely manner or at a reasonable cost, which would impact our ability to produce and ship our products, which would have a material adverse effect on our business, financial condition and results of operations.

•major public health issues, such as COVID-19,issues which could cause, and have caused, disruptions in our operations or workforce;

In South Africa, we currently operate two significant mining assets, as well as accompanying separation plants and smelting operations, and derive a significant portion of our profit from the sale of zircon. Our mining and smelting operations depend on the electrical grid operated by Eskom, the sole-state-owned energy supplier, as well as the electrical power generated by Eskom. In the past, Eskom has not been able to reliably provide electrical power and there is no assurance that such reliability of electrical power and the associated energy grid will continue in the future which could have a material adverse effect on our business, financial condition and results of operations. In addition, we have also recently experienced increased electricity prices in theSouth pastAfrica and although we have been trying to reduce our dependency on Eskom through the use of renewable energy sources, there can be no assurance that we will be able to effectively mitigate any future priceelectricity increasesprices that are expected to occur.occur in the future. If Eskom continues to increase the price of electricity in the future and we are unable to effectively mitigate such prices it could have a material adverse effect on our business, financial condition and results of operations.

Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet"). Furthermore, Transnet provides extensive dockside services at both the ports of Richards Bay and Saldanha Bay from where we export bulk quantities of TiO2 feedstock to our pigment plants worldwide and pig iron. Like Eskom, Transnet faces chronic operational and financial challenges. In 2021,the past, the Port of Richards Bay, which is owned and operated by Transnet, was impacted by two separate events, including a significant fire, which damaged part of the Port's infrastructure, causing increased shipment delays and costs to us. Currently, Transnet's rail transport services at the Port of Richards Bay is not operational, and as such, we are presently using trucking services to transport all of our raw material from our KZN operations to the port of Richards Bay. Shipment delays at the port of Richards Bay have persisted for the last several years, including 2024,2025, and we believe such delays will continue in 20252026 and beyond. Delays or interruptions at either the rail service or the ports in which we receive and/or export material could have a negative impact on our business, financial condition and results of operations.

South Africa continues to undergo political, social and economic challenges. ForSouth example,Africa inhas 2021,also unprecedentedexperienced andinstances politically motivatedof civil unrest in South Africawhich resulted in significant damage to the national supply chains and logistics. The primary area of unrest was near to our KZN operations.operations is one of the areas in which such unrest has occurred. Changes to, or instability in, the economic, social or political environment in South Africa which cause civil unrest, shortages of production materials, interruptions to transportation networks, or labor unrest could result in production delays and production shortfalls, and materially impact our production and results of operations.

The South African government has recently embarked on a process of identifying and securing land for persons who were previously dispossessed of such land as a result of Apartheid policies. InFor December 2019,instance, the South African government has released a draft land expropriation bill for public comment. The land expropriation billwhich contemplates that, where it is in the “public interest”, land may be expropriated by the South African government, without compensation being payable to the current owners. While the South African government has indicated that such measures will be applied initially to state-owned land, it is possible that such measures may extend to agricultural and mining areas. In the event that the land on which the Namakwa Sands and KZN Sands operations are situated become the subject of a land claim under any such proposed or future land expropriation bill, it may have a material adverse effect on our business, financial condition and results of operations.

Our operations in KSA have been affected in the past, and may be affected in the future, by political, social and economic conditions from time to time prevailing in, or affecting, KSA or the wider Middle East region, including by rocket attacks from armed rebel groups. For example, since 2011, a number of countries in the Middle East region have witnessed, and are currently witnessing, significant social unrest, including widespread public demonstrations, and, in certain cases, armed conflict, terrorist attacks, diplomatic disputes, foreign military intervention and a change of government. In addition, in the recent past there has recentlyhave been an increasinga number of attacks related to the conflicts in the Middle East on commercial shipping vessels in and around the Red Sea which could ultimately impact the availability of shipping routes and/or ocean freight, as well as increase the shipping costs, for raw material to our Yanbu pigment plant as well as TiO2 exports out of our Yanbu plant. Specifically, KSA faces a number of challenges arising mainly from the relatively high levels of unemployment among the Saudi youth population, requests for political and social changes, and the security threat posed by certain groups. Should KSA experience similar political and social unrest as found in other countries in the Middle East, the Saudi Arabian economy could be adversely affected, our TiO2 plant located in Yanbu could be temporarily disrupted or materially adversely affected and our business and operating results could be materially adversely affected.

All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating company level. Consequently, our cash flowflows and our ability to meet our obligations or make cash distributions depends upon the cash flowflows of our operating companies, and the payment of funds by our operating companies in the form of dividends or otherwise. The ability of our operating companies to make any payments to us depends on their earnings, ability to generate cash, the terms of their indebtedness, including the terms of any credit facilities, or indentures, and legal restrictions regarding the transfer of funds.

Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to generate and increase positive cash flow,flows, and our access to additional liquidity sources. Our ability to generate and increase positive cash flowflows is dependent on many factors, including many of the other risks described in this section entitled “Risk Factors”.

As of December 31, 2024,2025, our total principal amount of debt outstanding was approximately $2.8$3.2 billion. Our credit facilities and senior secured notes indenture contain covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations. These covenants may restrict, among other things, our and our subsidiaries' ability to:

Certain of our indebtednesscredit facilities and seniornotes notesindentures include requirements relating to the ratio of adjusted EBITDA to indebtedness or certain fixed charges.charges to adjusted EBITDA. For instance, our Credit Agreement (as defined elsewhere herein) contains a springing financial covenant solely for the benefit of the revolving lenders of the Cash Flow Revolver (as defined elsewhere herein) under the Credit Agreement. The springing financial covenant requires compliance with a maximum first lien net leverage ratio of not greater than 4.75x (measuring the ratio of Consolidated First Lien Debt to Consolidated EBITDA, each as defined in the Credit Agreement) if, on the last day of any fiscal quarter, revolving exposure (excluding undrawn or cash collateralized letters of credit) exceeds 35% of the aggregate principal amount of all revolving commitments under the Cash Flow Revolver. In addition, the breach of any covenants or obligations in our credit facilities,facilities or notes indentures, not otherwise waived or amended, could result in a default under the applicable debt obligations (and potentially cross-defaults to certain other debt obligations) and could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other existing or future agreements governing our long-term indebtedness. In addition, the secured lenders under the credit facilities and/or secured noteholders under our secured indenture could foreclose on their collateral, which includes substantially all our assets (including, among other things, inventory, receivables and related assets, and equipment, equity interests in oursubsidiaries subsidiaries,and material real property, in each case subject to certain limitations and exceptions), and exercise other rights ofgenerally available to secured creditors. Any default under those credit facilities and/or secured indenture, could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our credit facilities, notes, and other financial obligations, and could force us to seek the protection of bankruptcy laws.

ESGSustainability issues,issues as they may be applicable to certain jurisdictions, including those related to climate change and sustainability as well as the European Union's Corporate Sustainability Reporting Directive (CSRD),change, may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our present and future operations from natural disasters and extreme weather conditions, such as flooding, hurricanes, earthquakes and wildfires. Such extreme weather conditions could pose physical risks to our facilities and disrupt the operation of our supply chain, increase operational costs and have a material adverse effect on our business and results of operations. In addition, if any of the equipment on which we depend were severely damaged or were destroyed by environmental hazards or otherwise, we may be unable to replace or repair it in a timely manner or at a reasonable cost, which would impact our ability to produce and ship our products, which would have a material adverse effect on our business, financial condition or results of operations. For instance, in the fourth quarter of 2022, the region of New South Wales, Australia where our Eastern Operations mining operations are located experienced historic flooding which resulted in, among other things, a delay in the commissioning of our new Atlas Campaspe mine as well as prevented feedstock mined at such sitessite from being transported to our Australian pigment plants in a timely manner. Such flooding had an adverse effect on our business, financial condition and results of operations in 2022 and 2023. Moreover, the impacts of climate change on global water resources may result in water scarcity, which could impact our ability to access sufficient quantities of water in certain locations and result in increased costs. For instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas. A prolonged drought in a region of South Africa where our operations are located may lead to water use restrictions which could have a material adverse effect on our business, financial condition and results of operations.

The majority of our greenhouse gas emissions are generated from our TiO2 slag furnaces in South Africa, synthetic rutile kiln in Australia, and TiO2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and Saudi Arabia. Concerns about the relationship between greenhouse gases and global climate change, and an increased focus on carbon neutrality, may result in new or increased legal and regulatory requirements on both national and supranational levels, to monitor, regulate, control and tax emissions of carbon dioxide and other greenhouse gases. A number of governmental bodies have already introduced, or are contemplating, regulatory changes in response to climate change, including regulating greenhouse gas emissions. Any laws or regulations that are adopted to reduce emissions of greenhouse gases could, among other things, (i) cause an increase to our raw material costs, (ii) increase our costs to operate and maintain our facilities including potentially causing the operation or maintenance of certain sites to be uneconomical, and (iii) increase costs to administer and manage emissions programs.

In addition, companies across all industries are facing increasing scrutiny relating to their ESGsustainability policies. Increased focus and activism related to ESGsustainability may hinder the Company’s access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s ESGsustainability practices. In particular, customers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, and other sustainability concerns. Moreover, increased regulatory requirements, including in relation to various aspects of ESGsustainability including disclosure requirements, such as the European Union's Corporate Sustainability Reporting Directive (CSRD), may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs. Any failure to achieve our ESGsustainability goals or a perception of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESGsustainability matters, or increased operating or manufacturing costs due to increased regulation, could adversely affect our business, financial condition and results of operations, as well as our reputation.

The nature of our operations and status as a public company exposes us to possible litigation claims, including disputes with competitors, customers, shareholders (including purported class actions), equipment vendors, environmental groups and other non-governmental organizations, providers of shipping services as well as governmental agencies. Some of the lawsuits may seek fines or penalties and damages in large or indeterminable amounts, or seek to restrict our business activities. Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us. Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our results of operations and financial condition. See Note 1820 of notes to our consolidated financial statements, included elsewhere in this Form 10-K for further information regarding our commitments and contingencies.

We are subject to taxation in all of the jurisdictions in which we operate. Our future effective tax rate could be affected by, among other things, changes in statutory rates and other legislative changes, or changes in determinations regarding the jurisdictions in which we are subject to tax or changes in the valuation of our deferred tax assets and liabilities. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in higher corporate taxes than would be incurred under existing tax law and could have an adverse effect on our results of operations or financial condition. From time to time, we are also subject to tax audits by various taxing authorities. For instance, we are currently under audit by the Australian Taxation Office for the calendar years 2017 - 2022. Although we believe our tax positions are appropriate, the final determination of any future tax audits could be materially different from our income tax provisions, accruals and reserves and any such unfavorable outcome from a future tax audit could have a material adverse effect on our results of operations or financial condition.

From time to time, we may announce certain key financial and non-financial targets that are expected to serve as benchmarks for our performance for a given time period, such as, projections for our future revenue growth, Adjusted EBITDA, Adjusted diluted earnings per share and free cash flow. Our failure to meet one or more of these key financial targets may negatively impact our results of operations, stock price, shareholder returns and shareholderthe returns.prices of our debt securities. The factors influencing our ability to meet these key financial targets include, but are not limited to, changes in the global economic environment relating to our TiO2 products and zircon, changes in our competitive landscape, including our relationships with new or existing customers, our ability to introduce new products, applications, or technologies, our inability to complete strategic projects on budget or on schedule, our undertaking an acquisition, joint venture, or other strategic arrangement, and other factors described within this Item 1A – Risk Factors, many of which are beyond our control.

In addition, under the shareholders agreement (the “Cristal Shareholders Agreement”) we entered into at the closing of the Cristal transaction with Cristal, as long as Cristal International and the three shareholders of Cristal (collectively, the “Cristal Shareholders”) collectively beneficially own at least 24,900,000 or more of our ordinary shares, they have the right to designate for nomination two directors of our board of directors (the “Board”). As long as the Cristal Shareholders collectively beneficially own at least 12,450,000 ordinary shares but less than 24,900,000 ordinary shares, they have the right to designate for nomination one director of the Board. The Cristal Shareholders Agreement also provides that as long as the Cristal Shareholders collectively beneficially own at least 12,450,000 ordinary shares they have certain preemptive rights. Also, pursuant to the Cristal Shareholders Agreement, weCristal havehas filed a universal shelfcertain registration statementrights whichrequiring isthe currentlyCompany effectiveto register with the SEC shares that are owned and whichmay wouldbe cover shares ownedresold by Cristal.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-K with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net (loss) income to EBITDA and Adjusted EBITDA is also provided herein.

Tronox Holdings plc (referred to herein as "Tronox", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our nineseven pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, ChinaFrance and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

Fourth quarter revenue decreasedincreased 1%8% compared to the prior year, driven by unfavorable average selling prices including mix and lower other product sales volumes, partially offset by higher sales volumes of zirconTiO2 and TiO2.zircon, higher sales of other products, and favorable exchange rate impacts partially offset by lower average selling prices, including mix of TiO2 and zircon. For the fourth quarter of 20242025 as compared to the fourth quarter of 2023,2024, TiO2 revenue increased 3%,8%, driven by a 4%13% increase in volumes and a 3% exchange rate tailwind partially offset by aan 1%8% decrease in average selling prices including mix. Zircon sales volumesrevenue increased 43%4% driven by a 27% increase in volumes partially offset by ana 11%23% decrease in average selling prices including mix. Revenue from other products decreasedincreased 38%10% mainly due to opportunistichigher sales volumes of ilmenitepig and heavy mineral concentrate tailings which occurred in the prior year quarter, but did not reoccur in the current year quarter.iron. Gross profit increaseddecreased for the fourth quarter of 20242025 as compared to the fourth quarter of 20232024 due to lower production costs and higher TiO2 and zircon sales volumes. These favorable impacts were partially offset by lower sales volumes of other products, unfavorable impacts of average selling prices and mix and higher production costs and freight costs. These unfavorable impacts ofwere foreignpartially currency.offset by higher TiO2 and zircon sales volumes and favorable exchange rate movements.

Sequentially, revenue decreasedincreased 16%4% in the fourth quarter of 20242025 compared to the third quarter of 20242025 driven by lowerhigher sales volumes of TiO2 and otherzircon productspartially salesoffset volumes andby unfavorable average selling prices including mix partiallyand offset by higherlower sales volumes of zircon.heavy mineral concentrate tailings. TiO2 revenue decreasedincreased 13%5% in the fourth quarter of 20242025 compared to the third quarter of 20242025 driven by ana 11%9% decreaseincrease in volumes,volumes partially offset by a 1%4% decline in average selling prices including mixmix. andZircon revenue increased 32% driven by a 1%42% exchangeincrease rate headwind. Zircon salesin volumes increased 9% partially offset by an 8%10% decrease in average selling prices including mix. Other products revenues decreased 40%17% sequentially primarily due to opportunistic sales of ilmenite andhigher heavy mineral concentrate tailings that occurredsales in the third quarter of 2024, but did not reoccur in the fourth quarter of 2024.quarter. Gross profit decreased sequentially from the third quarter of 20242025 to the fourth quarter of 20242025 due to lower sales volumes of other products and TiO2 and headwinds from average selling prices and mix.mix, Theselower unfavorableother impactsproducts wererevenue partially offset by higher sales volumes of TiO2 and zircon and improved production costs and favorable impacts of foreign currency.costs.

As of December 31, 2024,2025, our total available liquidity was $578$674 million, including $151$199 million in cash and cash equivalents and $427$475 million available under revolving credit agreements. As of December 31, 2024,2025, our total debt was $2.9$3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.8x.9.0x. The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow revolver facility.Revolver. Refer to Note 1315 of notes to consolidated financial statements for further details.

There was an other comprehensive income of $167 million for the year ended December 31, 2025 compared to other comprehensive loss of $74 million for the year ended December 31, 20242024. comparedThis toincrease otherin comprehensive lossincome was primarily driven by the favorable foreign currency translation adjustments of $42$178 million for the year ended December 31, 2023. This increase in comprehensive loss was primarily driven by the unfavorable foreign currency translation adjustments of $80 million for the year ended December 31, 20242025 as compared to unfavorable foreign currency translation adjustments of $15$80 million in the prior year. Additionally, we recognized net gainslosses on derivative instruments of $2$12 million in the year ended December 31, 20242025 as compared to net losses on derivative instruments of $13$2 million in the prior year as well as pension and postretirement gainsgain of $8$1 million for the year ended December 31, 20242025 as compared to pension and postretirement lossesgains of $14$8 million in the prior year.

During 2024,2025, our liquidity decreasedincreased by $183$96 million to $578$674 million.

Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of secured and unsecured notes, bank financings andfinancings, borrowings under lines of credit.credit and other financing arrangements. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 1315 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions,conditions including tariffs, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity.

As of and for the year ended December 31, 2024,2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 18% of our total consolidated liabilities, approximately 39%44% of our total consolidated assets, approximately 44%45% of our total consolidated net sales and approximately 52%53% of our Consolidated EBITDA (as such term is defined in the 2029respective Indenture). In addition, as of December 31, 2024,2025, our non-guarantor subsidiaries had $748$846 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes and 2030 Notes. See Note 1315 of notes to consolidated financial statements for additional information.

As of December 31, 2024, ourOur credit rating with Moody’s remained unchangedchanged from Ba3 stable outlook at December 31, 20232024 atto Ba3B2 stable outlook. In the first quarter of 2025, Moody's changed ournegative outlook to negative. As ofat December 31, 2024,2025. ourOur credit rating with Standard & Poor's rating andchanged outlook remained unchanged atfrom B positive and stable,stable respectively.outlook at December 31, 2024 to CCC+ and negative outlook at December 31, 2025. See Note 1315 of notes to consolidated financial statements.

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON and various mine extension and development projects, continued reductions in our debt,debt and continued dividends and share repurchases.dividends.

At December 31, 2024,2025, we held $151$199 million in cash and cash equivalents in these respective jurisdictions: $17$7 million in the United States, $38$33 million in South Africa, $26$57 million in Australia, $28$35 million in Brazil, $7$19 million in Saudi Arabia, $17$21 million in China, $17$26 million in Europe and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2024,2025, we held approximately $1$12 million of restricted cash of which $10 million is in the US related to the annual payment for the Hawkins Point Plant environmental liability (refer to Note 20 of notes to consolidated financial statements for further details), with the remaining balance in South Africa related to a profit-sharing arrangement as well asand in Australia related to performance bonds.

On February 18,11, 2025,2026, the Board declared a quarterly dividend of $0.125$0.05 per share to holders of our ordinary shares at the close of business on MarchFebruary 3,23, 2025,2026, which will be paid on April 4,2, 2025.2026.

FirstSecond quarter revenue increased 3%19% compared to the prior year, primarily driven by higher sales volumes of TiO2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of TiO2 and zircon including mix and lower sales volumes of pig iron.mix. For the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025, TiO2 revenue increased 5%19% driven by a 5%18% increase in sales volumes and 4%1% exchange rate tailwind partially offset by a 4% decline inwhile average selling prices including mix.mix remained flat. Zircon revenue increased 29%43% from the firstsecond quarter of 2025 to the firstsecond quarter of 2026 due to a 57%61% increase in sales volumes partially offset by a 28%18% decline in average selling prices including mix. Revenue from other products decreased 35%7% from the firstsecond quarter of 2025 to the firstsecond quarter of 2026 primarily due to lower sales volume of pig iron.volumes. Gross profit decreased for the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025 due to exchange rate headwinds, lower average selling prices including mix, exchange rate headwinds, and higher freight and production costs, including unfavorable idle facility and lower of costs or market chargescharges, and higher freight costs. This was partially offset by higher sales volumes and lower corporate costs.volumes.

Sequentially, revenue increased 4%14% in the firstsecond quarter of 2026 compared to the fourthfirst quarter of 2025 primarily2026 due to higher average selling prices, including mix and higher sales volumes of TiO2 and zircon and higher average selling prices of TiO2 including mix partly offset by a decrease in sales volumes of pig iron.zircon. TiO2 revenues increased 7%,14%, driven by a 4%9% increase in sales volume and a 3%5% increase in average selling prices including mix. Zircon revenue increased 14%9% sequentially driven by a 14%4% increase in sales volumes whileand a 5% increase in average selling pricesprices, remainedincluding flat to the fourth quarter of 2025.mix. Revenue from other products decreasedincreased by 27%29% from the fourthfirst quarter of 20252026 to the firstsecond quarter of 2026 primarily due to lowerhigher sales volumes of pig iron. Gross profit increased from the fourthfirst quarter of 20252026 to the firstsecond quarter of 2026 due to higher TiO2 and zircon average selling prices including mix, and higher sales volumes ofpartially TiO2offset andby zircon, and lowerhigher production costs,costs includingfrom favorableunfavorable idle facility and lower of cost or market charges partially offset bycharges, unfavorable exchange rate impacts, and higher freight costs and corporate costs.

As of MarchJune 31,30, 2026, our total available liquidity was $406$527 million, including $126$194 million in cash and cash equivalents and $280$333 million available under revolving credit agreements. As of MarchJune 31,30, 2026, our total debt was $3.3$3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.1x.11.4x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 13 of notes to condensed consolidated financial statements for further details.

Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025

_______________ (1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.

Net sales of $760$868 million for the three months ended MarchJune 31,30, 2026 increased by 3%,19%, compared to $738$731 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO2 and zircon.

Net sales by type of product for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

For the three months ended MarchJune 31,30, 2026, TiO2 revenue was higher by 5%19% or $32$113 million compared to the prior year quarter primarily due to an increase of $32$106 million in sales volumes partially offset by a decrease of $22 million inwhereas average selling prices, including mix.mix remained flat. Foreign currency positively impacted TiO2 revenue by $22$7 million primarily due to the strengthening of the Euro. Zircon revenue increased $20$29 million primarily due to a 57%61% increase in sales volumes partially offset by a 28%18% decrease in average selling prices including mix. Other products revenue decreased $30$5 million from the year-ago quarter primarily due to a decrease in sales volumes of pig iron.volumes.

•the net unfavorable impact of 23 points due to increasedhigher costproduction structures,costs, higherincluding unfavorable idle facility and lower of costs or netmarket realizablecharges, valueand chargeshigher freight costs and,

•the favorable impact of 23 points due to increased volumes of TiO2 and zircon.

Restructuring and other charges of $14$4 million for the three months ended MarchJune 31,30, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Selling, general and administrative expenses ofremained $71consistent million decreased $3 millionas compared to the same period of 2025 which was primarily due to a $5$6 million increase in employee costs partially offset by a $4 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $2 million decrease in professional services partially offset by a $2 million increase in employee costs.services.

Loss from operations for the three months ended MarchJune 31,30, 2026 was $41$21 million compared to $61$35 million in the prior year period. The decrease of $20$14 million was primarily due to higher sales volumes of TiO2 and Zircon,Zircon and the decrease in restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of TiO2Zircon and Zirconhigher idle facility and lower of costs or net realizable value charges as discussed above.

Other expense,income (expense), net for the three months ended MarchJune 31,30, 2026 primarily consisted of the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details) partially offset by approximately $7 million of net realized and unrealized foreign currency losses, $3$4 million of fees associated with the utilization of the Securitization Facility and $1 million pension expense related to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount was driven by other individually immaterial amounts.

The effective tax rate was 0%(158)% and (5)% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The effective tax rates for the three months ended MarchJune 31,30, 2026 and 2025 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months ended June 30, 2026 was significantly impacted by the $103 million deferred tax expense from the recording of additional state valuation allowances in the US.

Net loss as a % of net sales was 13.7%19.9% for the three months ended MarchJune 31,30, 2026 as compared to net loss as a % of net sales of 15.0%11.6% for the prior year period. The primary driver of the period over period decreaseincrease is the decreasedeferred tax expense from the recording of additional state valuation allowances in restructuring and other charges during the current quarter, lower gross profit due toUS, lower average selling prices of zircon and higher interest expense partially offset by an increase in sales volumes of TiO2 and Zircon and a decrease in SG&Arestructuring expenses.expense. Adjusted EBITDA as a percentage of net sales was 8.2%8.4% for the three months ended MarchJune 31,30, 2026 as compared to 15.2%12.7% for the prior year primarily due to the lower gross margin as a result of decreases in average selling prices includingof mixzircon and higher lower of TiO2cost or market and zirconidle facility charges partially offset by an increase in TiO2 and zircon sales volumes and lower SG&A expenses as discussed above.

Other comprehensive lossincome was $22$47 million in the three months ended MarchJune 31,30, 2026 as compared to other comprehensive income of $40$75 million in the three months ended MarchJune 31,30, 2025. The change is primarily due to thelower unfavorablefavorable foreign currency translation adjustments of $26$35 million in the three months ended MarchJune 31,30, 2026 as compared to favorable foreign currency translation adjustments of $51$68 million in the prior year period. ThisThe three months ended June 30, 2026 was partiallyalso offsetimpacted by a higher net gain on derivative instruments of $12 million as compared to a net gain on derivative instruments of $5 million in the three months ended March 31, 2026 as compared to a net loss on derivative instruments of $11$6 million in the prior year period.

The following table presents our liquidity as of MarchJune 31,30, 2026 and December 31, 2025:

(1) WeThe currentlyEmirates doRevolver was not expect that the Emirates Revolver, which is currently undrawn, will be renewed followingupon its expiration in June 2026.

Working capital (calculated as current assets less current liabilities) was $1.3 billion at both MarchJune 31,30, 2026 and December 31, 2025.

As of MarchJune 31,30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 17% of our total consolidated liabilities and approximately 44%46% of our total consolidated assets. For the three and six months ended MarchJune 31,30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 46%49% and 48%, respectively, of our total consolidated net sales. For the three and six months ended MarchJune 31,30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 61%48% and 54%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of MarchJune 31,30, 2026, our non-guarantor subsidiaries had $823$824 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the Senior Notes due 2029 and Senior Secured Notes due 2030.

At MarchJune 31,30, 2026, we had outstanding letters of credit and bank guarantees of $148$163 million. See Note 17 of notes to unaudited condensed consolidated financial statements.

During the three months ended MarchJune 31,30, 2026, our credit rating with Moody’s remainedchanged unchangedto atB3 negative outlook from B2 negative outlook and our credit rating with Standard & Poor's also remainedchanged unchangedto atCCC+ positive outlook from CCC+ negative outlook.

We consider all investments with original maturities of three months or less to be cash equivalents. As of MarchJune 31,30, 2026, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

At MarchJune 31,30, 2026, we held $126$194 million in cash and cash equivalents in these respective jurisdictions: $21$81 million in the United States, $38$43 million in Australia, $15$14 million in Europe, $8$16 million in Brazil, $17$16 million in South Africa, $11$17 million in Saudi Arabia, and $16$7 million in China and other Asia countries. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

At MarchJune 31,30, 2026, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings. The Company has removed its assertion that earnings in China are indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the effective tax rate.

On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the threesix months ended MarchJune 31,30, 2026, we made no repurchases of the Company's stock.

On AprilJuly 28,29, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share payable on JulyOctober 8,9, 2026 to shareholders of record at the close of business on MayAugust 11,10, 2026.

On July 29, 2025, we entered into an inventory financing arrangement whereby we agree with our counterparty to sell certain inventory, with short payment terms, and subsequently we repurchase such inventory at an agreed upon price with terms not to exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. In January 2026, we repaid in cash our payable due to the counterparty and shortly thereafter, we entered into a new inventory financing arrangement on terms similar to those referenced above. The amount financed in this new transaction remains at $50 million. As of both MarchJune 31,30, 2026 and December 31, 2025, we had financed inventory of $50 million, which is included in "Obligations under inventory financing arrangements" and related accrued interest of $1 million and $2 million, respectively, which is included in “Accrued Liabilities” on the Condensed Consolidated Balance Sheets. We have $1 million and $2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.

At MarchJune 31,30, 2026 and December 31, 2025, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.3$3.2 billion and $3.2 billion, respectively. At MarchJune 31,30, 2026 and December 31, 2025, our net debt (the excess of our debt over cash and cash equivalents) was $3.2$3.0 billion and $3.0 billion, respectively.

Cash Flows provided by (used in) Operating Activities — Cash usedprovided inby operating activities of $68$37 million is primarily driven by $10$24 million of net loss adjusted for non-cash items offset byand a net cash outflowinflow of $78$13 million related to changes in assets and liabilities. The following table provides our net cash provided by (used in) operating activities for the six months ended June 30, 2026 and 2025:

Net cash provided by operating activities increased by $41 million year-over-year from $4 million cash used in operating activities increased by $36 million year-over-year from $32 million in the prior year to $68$37 million of cash provided by operating activities during the current year. This increase was primarily due to aan decreaseincrease in income related cash generation partially offsetprovided by decreases in the use of cash for net assets and liabilities. The lower use ofhigher cash provided by working capital was primarily driven by an increase in cash provided by inventories of $102 million and a decrease in cash used related to accounts receivable of $6$267 million partially offset by an increase in the use of cash for accounts payable and accrued liabilities of $58$61 million, an increase in the usecash used related to accounts receivable of cash for restructuring payments of $17$55 million and a decrease in the cash provided by prepaids and other assets of $13$8 million.

Cash Flows used in Investing Activities — Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $67$97 million as compared to $95$176 million for the same period in 2025 primarily due to lower capital expenditures of $67$112 million during the current year as compared to $110$193 million in the prior year partially offset by $15 million of cash received primarily for the repaymentdisposition of ourFuzhou, loan(see withnote AMIC2 relatedin notes to thecondensed titaniumconsolidated slagfinancial smelterstatements facilityfor infurther the prior year.details).