Tronox Holdings plc

Throughout 2025 we continued to experience an extremely challenging operating environment as end-market demand for TiO 2 and zircon did not recover to the levels initially anticipated at the beginning of the year. Compounding the weak demand environment, Chinese TiO 2 continued to be dumped in key markets around the world despite the imposition of antidumping duties in the European Union, Brazil, the Kingdom of Saudi Arabia and India. Notwithstanding these challenges, Tronox continued to make progress on key strategic initiatives, including prudently investing capital to maintain our mineral resource base as well as advancing our rare earth strategy.

2025 Highlights

Strengthening Vertical Integration and Prudent Capital Discipline

Throughout 2025, the Company reinforced its commitment to sustaining and enhancing its vertical integration competitive advantage. Key milestones were the successful commissioning of the Fairbreeze extension and the completion of construction of Namakwa East OFS which is currently in the process of being commissioned – two major mining projects in South Africa which replace existing mines approaching end of life. These new sites are expected to provide abundant reserves of natural rutile and zircon, along with high-grade ilmenite suitable for direct use or slag processing, ensuring a secure and cost-effective feedstock supply for years to come. These strategic investments are projected to deliver returns above the Company’s cost of capital, underscoring our disciplined approach to capital allocation. At the same time, we remained focused on disciplined capital management by prudently reducing overall capital expenditures while prioritizing essential investments to maintain safe and reliable operations across all sites. We believe this balanced strategy positions the Company to preserve financial strength, support long-term growth, and maximize shareholder value while navigating near-term market challenges.

Sustainable Cost Improvement Plan

In 2025, management launched a comprehensive Sustainable Cost Improvement Program designed to enhance cost efficiency and optimize asset performance across all aspects of our business. This initiative delivered over $90 million in annualized savings by year-end 2025 and is projected to achieve $125–$175 million in annualized savings by the end of 2026. The program focuses on four key pillars: Operational Excellence, Technology Enablement, Supply Chain Optimization and SG&A Alignment. We believe this strategic approach will position us to sustain long-term value creation while maintaining operational resilience.

Strengthening our Balance Sheet and Liquidity Position

In 2025, we remained focused on the Company’s financial strength and liquidity position. We took decisive actions to bolster liquidity and preserve flexibility. Key achievements included the successful execution of a $400 million senior secured bond offering which enhanced balance sheet resilience. In addition, we reduced the quarterly dividend by 60% to provide near-term balance sheet flexibility. At the same time, throughout 2025, we implemented targeted operational measures to manage near-term cash flow, including: shutting down the Botlek pigment plant in the Netherlands, idling the Fuzhou pigment plant in China and idling one furnace at the Namakwa smelter. We believe these actions reflect our commitment to prudent cash preservation, operational safety, and long-term value creation, even in a challenging market environment.

Rare Earth Initiatives

2025 saw the Company advance its rare earth strategy which we believe we are uniquely positioned to benefit as the world focuses on diversifying supply away from China. In October 2025, we took an approximate 5% equity interest in Lion Rock Minerals (ASX:LRM) (“LRM”), a mineral exploration company whose Minta and Minta Est deposits have the potential to be a major source of high quality monazite and rutile. In addition, in December 2025, we received coordinated, non-binding and conditional Letters of Support / Interest from Export Finance Australia and Export-Import Bank of the United States, respectively, for up to US$600 million, in limited or non-recourse financing to support the development of Tronox’s rare earth supply chain.

What We Do and How We Do It

We are the world’s leading integrated manufacturer of TiO 2 pigment. We operate titanium-bearing mineral sand mines and beneficiation and smelting operations in Australia and South Africa to produce feedstock materials that can be processed into TiO 2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and ultrafine TiO 2 used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock material so as to be as self-sufficient as possible in the production of TiO 2 at our 7 pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia. We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our approximately 1,200 TiO 2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands also creates meaningful quantities of co-products including zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

The following chart highlights our fully integrated business across the TiO 2 value chain.

Shareholder Engagement

At our most recent annual meeting of shareholders held on May 7, 2025, our Say-on-Pay advisory vote passed with the affirmative vote of approximately 97% of the votes cast and our Say-on-Pay advisory vote has passed with the affirmative vote of at least 96% for each of the last 7 years. We believe the positive 2025 Say-on-Pay advisory vote continued to reflect the focus and commitment by the Board and the Company’s Human Resources and Compensation Committee (the “HRCC”) to align our compensation program with the interests of our stakeholders.

During the past year and into 2026, we continued our practice of active engagement with shareholders on many levels. These interactions were aimed at providing insight and transparency into our financial results, operations and long-term strategy.

In terms of shareholder engagement specifically related to compensation, governance and sustainability, we invited our top shareholders to meet telephonically with our Board Chair and members of management in late 2025 and early 2026. Two shareholders representing approximately 3% of our outstanding ordinary shares responded to our invitation and met with the Company. At those meetings, shareholders continued to express strong support for our governance and executive compensation practices. Shareholders were particularly complimentary that our long-term incentive program and annual incentive plan metrics are aligned with shareholder interests.

Corporate Governance Highlights

The Board is committed to continually improving its corporate governance processes, practices and procedures. Our governance policies and structures are designed to promote the Board’s thoughtful oversight of Tronox’s business decisions and ensure intelligent risk-taking, with the goal of furthering our long-term strategic goal of being the world’s most vertically integrated and lowest cost producer of TiO 2 as well as becoming a sustainable mining and materials company.

Highlights include:

Executive Compensation Program Highlights

Our executive compensation program is designed to incentivize and motivate our executive officers to manage our business well over the long-term, to drive performance improvements, and to increase shareholder value. The incentive compensation elements of our program are designed to closely align the financial interests of our executive with those of our shareholders. Highlights include: