Tronox Holdings plc
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
TROX$2.85+5.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this Annual Report on Form 10-K:
- Consolidated Financial Statements
Reference is made to the Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules appearing at “Item 8. Financial Statements and Supplementary Data” in this report.
- Consolidated Financial Statement Schedules
All financial statement schedules are omitted as they are inapplicable, or the required information has been included in the consolidated financial statements or notes thereto.
- Exhibits
(b) The exhibits listed in the following table have been filed with, or incorporated by reference into, this Annual Report on Form 10-K.
| 2.1 | Transaction Agreement, dated as of February 21, 2017, by and between Cristal, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on February 21, 2017). |
| 2.2 | Amendment No. 1 to Transaction Agreement, dated as of March 1, 2018, by and among The National Titanium Dioxide Company Limited, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on March 1, 2018). |
| 2.3 | Amendment No. 2 to Transaction Agreement dated March 28, 2019, by and among The National Titanium Dioxide Company Limited, Tronox Limited, and, solely for certain purposes, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 2, 2019). |
| 3.1 | Articles of Association of Tronox Holdings plc (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 27, 2019). |
| 4.1 | Specimen ordinary share certificate of Tronox Holdings plc (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 27, 2019). |
| 4.2 | Shareholders Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, Gulf Investment Corporation and Dr. Talal Al-Shair (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on April 11, 2019). |
| 4.3 | Description of Securities of the Registrant (filed herewith). |
| 4.4 | Indenture, dated as of March 15, 2021, among Tronox Incorporated, Tronox Holdings plc and the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 15, 2021). |
| 4.5 | Form of 4.625 % Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 15, 2021) |
| 4.6 | Indenture, dated as of September 26, 2025, among Tronox Incorporated, the Company and the guarantors named therein and Wilmington Trust, National Association as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on September 26, 2025). |
| 4.7 | Form of 9.125% Senior Secured Notes due 2030 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on September 26, 2025). |
| 10.1* | Tronox Holdings plc Amended and Restated Management Equity Incentive Plan (filed herewith). |
| 10.2* | Tronox Holdings plc Amended and Restated Annual Bonus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on March 27, 2019). |
| 10.3* | General form of executive officer Time-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed on February 22, 2022). |
| 10.4* | General form of executive officer TSR Performance-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed on February 22, 2022). |
| 10.5* | General form of executive officer ROIC Performance-Based Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K filed on February 22, 2022). |
| 10.6* | General form of Director Grant Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 4, 2017). |
| 10.7 | Form of Director Deed of Indemnification (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed on March 27, 2019). |
| 10.8 | Agreement for the Provision of Depositary Services and Custody Services, dated as of April 10, 2019, in respect of Tronox Holdings plc Depositary Receipts among Computershare Trust Company, N.A., Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. and all other holders from time to time of depositary receipts issued in accordance herewith (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 15, 2019). |
| 10.9 | Amended and Restated First Lien Credit Agreement dated as of March 1, 2021 (as amended by that certain Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated as of April 4, 2022, that certain Amendment No. 2 to Amended and Restated First Lien Credit Agreement, dated as of May 19, 2023, Amendment No. 3 to Amended and Restated First Lien Credit Agreement, dated as of August 16, 2023, Amendment No. 4 to Amended and Restated First Lien Credit Agreement, dated as of May 1, 2024, Amendment No. 5 to Amended and Restated First Lien Credit Agreement dated as of August 15, 2024, Amendment No. 6 to Amended and Restated First Lien Credit Agreement dated as of September 30, 204 and Amendment No. 7 to Amended and Restated First Lien Credit Agreement, dated as of December 18, 2024) by and among Tronox Holdings plc, Tronox Finance LLC, certain of Holding plc's subsidiaries, as Subsidiary Loan Parties (as defined therein), the lenders party thereto from time to time and HSBC Bank USA, National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on December 18, 2024). |
| 10.10* | Offer letter dated March 15, 2023 by and between Tronox Holdings plc and D. John Srivisal (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K/A filed on March 16, 2023). |
| 10.11* | Employment Agreement dated as of February 28, 2024 by and between the Company and Mr. John D. Romano (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K/A filed on March 1, 2024). |
| 10.12* | Employment Agreement dated as of March 18, 2021 by and between the Company and Mr. Jean-Francois Turgeon (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on March 18, 2021). |
| 14.1 | Tronox Code of Ethics and Business Conduct (filed herewith). |
| 19.0 | Tronox Holdings plc Insider Trading Policy (incorporated by reference to Exhibit 19.0 of the Annual Report on Form 10-K filed on February 19, 2025). |
| 21.1 | Subsidiaries of Tronox Holdings plc. (filed herewith) |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc. (furnished herewith) |
| 24.0 | Power of Attorney (filed herewith) |
| 31.1 | Rule 13a-14(a) Certification of John Romano. (furnished herewith) |
| 31.2 | Rule 13a-14(a) Certification of D. John Srivisal. (furnished herewith) |
| 32.1 | Section 1350 Certification for John Romano. (furnished herewith) |
| 32.2 | Section 1350 Certification for D. John Srivisal. (furnished herewith) |
| 96.1 | Amended and Restated Technical Report Summary on the Cooljarloo Australia operations (incorporated by reference to Exhibit 96.1 of the Annual Report on Form 10-K filed on February 21, 2024). |
| 96.2 | Amended and Restated Technical Report Summary on the Atlas and Campaspe Australia operations (incorporated by reference to Exhibit 96.2 of the Annual Report on Form 10-K filed on February 21, 2024). |
| 96.3 | Amended and Restated Technical Report Summary on the Namakwa Sands South Africa operations (incorporated by reference to Exhibit 96.3 of the Annual Report on Form 10-K filed on February 21, 2024). |
| 96.4 | Amended and Restated Technical Report Summary on the KZN Mineral Sands South Africa operations (incorporated by reference to Exhibit 96.4 of the Annual Report on Form 10-K filed on February 21, 2024). |
| 97.1 | Tronox Holdings plc Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K filed on February 21, 2024) |
| 101.INS | Inline XBRL Instance Document (filed herewith) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (filed herewith) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith) |
| 104 | The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which has been formatted in Inline XBRL, and included with Exhibit 101. |
*Indicates management contract or compensatory plan or arrangement.
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