Tronox Holdings plc

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in other sections of this Form 10-K that are forward-looking statements. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in “Risk Factors.”

These risks and uncertainties are not exhaustive. Other sections of this Form 10-K may include additional factors, which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable law, we are under no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations and we do not intend to do so.

When considering forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this Form 10-K and the documents incorporated by reference, including, in particular, the factors discussed below. These factors may be revised or supplemented in subsequent reports on Forms 10-Q and 8-K.

Factors that may affect future results include, but are not limited to:

•the risk that our customers might reduce demand for our products;

•market conditions and price volatility for titanium dioxide (“TiO 2”), zircon and other feedstock products, as well as global and regional economic downturns, that adversely affect the demand for our end-use products;

•the continued increase in exports from China of TiO 2, both via chloride and sulfate technology, and expansion of Chinese TiO 2 production capacity, including via chloride technology;

•changes in prices or supply availability for energy, other raw materials and/or shipping vessels;

•liability, production delays and additional expenses from environmental and industrial accidents;

•production curtailments, shutdowns or additional expenditures resulting from equipment upgrades, industrial accidents, equipment failures and deterioration of assets;

•the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and financial condition;

•risks of operating a global business;

•war, political and social instability, and/or hostilities, in the regions in which we operate, including, but not limited to, the ongoing Russia and Ukraine and Middle East conflicts;

•fluctuations in currency exchange rates;

•the risk that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as impact our liquidity;

•our inability to obtain additional capital on favorable terms;

•the risk that we may not realize expected returns or there may be a delay in realizing expected returns on our capital projects, including Project newTRON and our Atlas Campaspe mining investment;

•an unpredictable regulatory environment in South Africa where we have significant mining and beneficiation operations, including amendments by the South African Department of Mineral Resources and Energy to the Mining Charter (as defined elsewhere herein);

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•the risk that our TiO 2 products are subject to increased regulatory scrutiny that may impede or inhibit widespread usage of TiO 2 and/or diminish the Company's ability to sustain or grow its business or may add significant costs of doing business;

•ESG issues, including those related to climate change and sustainability, may subject us to additional costs and restrictions;

•extreme weather conditions could pose physical risks to our facilities and disrupt the operations of our supply chain and increase operational costs;

•the risk that our ability to use our tax attributes to offset future income may be limited;

•concentrated share ownership in the hands of Cristal (as defined elsewhere herein) may result in conflicts of interest and/or prevent minority shareholders from influencing the Company;

•the risk that we are dependent on, and compete with other mining and chemical businesses for, key human resources in the countries in which we operate; and

•impact of English law and our articles of association on our ability to manage our capital structure flexibly and the anti-takeover protections incorporated into our articles of association.

We are committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial and statistical and business-related information. Investors can access announcements about the Company through our website available athttp://www.tronox.com. Our website is included as an inactive textual reference only and the information contained therein or connected thereto shall not be deemed to be incorporated into this Form 10-K.

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