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Tronox Holdings plc

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

TROX$2.51-3.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001530804-25-000019

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001530804-26-000010

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 121 previous paragraphs and 91 current paragraphs.

54 unchanged; 32 reworded; 4 added; 28 removed; 7 previous and 1 current paragraphs rearranged.

Tables are not compared: 12 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Net sales of $760 million for the three months ended March 31, 2026 increased by 3%, compared to $738 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO 2 and zircon.

Current report

•the favorable impact of 2 points due to increased volumes of zircon.

Current report

(1) We currently do not expect that the Emirates Revolver, which is currently undrawn, will be renewed following its expiration in June 2026.

Current report

In March 2026, the Securitization Facility was amended to increase the facility limit from $230 million to $255 million. In May 2026, the Securitization Facility was amended to further increase the facility limit from $255 million to $275 million.
Removed paragraphs (28)

Previous report

Net sales of $699 million for the three months ended September 30, 2025 decreased by 13%, compared to $804 million for the same period in 2024. The decrease is primarily due to both lower sales volumes and average selling prices of TiO 2.

Previous report

•the unfavorable impact of 2 points due to decreased volumes of zircon, TiO 2 and other products, mainly lower sales of heavy mineral concentrate tailings, partially offset by

Previous report

•the favorable impact of 1 point due to lower production and freight costs.

Previous report

Interest income was $1 million for the three months ended September 30, 2025 compared to $3 million in the prior year period which is primarily due to the overall decrease in cash balances quarter over quarter.

Previous report

Nine Months Ended September 30, 2025 compared to the Nine Months Ended September 30, 2024

Previous report

Net sales of $2,168 million for the nine months ended September 30, 2025 decreased by 10% compared to $2,398 million for the same period in 2024. The decrease is primarily due to decreases in sales volumes and average selling prices of both TiO 2 and zircon.

Previous report

For the nine months ended September 30, 2025, TiO 2 revenue was lower by 8% or $153 million compared to the prior year period. TiO 2 revenue decreased primarily due to a decrease of $126 million in sales volumes and a decrease of $41 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenues by $14 million. Zircon revenue decreased $51 million primarily due to an 11% decrease in average selling prices, including mix and a 10% decrease in sales volumes. Other products revenue decreased $26 million primarily due to a decrease in sales volumes of heavy mineral concentrate tailings.

Previous report

•the unfavorable impact of 3 points primarily due to a decrease in TiO 2 and Zircon selling prices,

Previous report

•the unfavorable impact of 2 points due to higher production costs and freight costs, and

Previous report

•the unfavorable impact of 2 points due to decreased volumes TiO 2 and Zircon, partially offset by

Previous report

Restructuring and other charges of $153 million for the nine months ended September 30, 2025 was related to the Botlek plant idling. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Previous report

Selling, general and administrative expenses decreased by $11 million or 5% during the nine months ended September 30, 2025 compared to the same period of the prior year primarily driven by a $11 million decrease in employee costs, a $2 million decrease in travel and entertainment expenses, and a $1 million decrease in agent commissions partially offset by a $3 million increase in professional services.

Previous report

Loss from operations for the nine months ended September 30, 2025 was $139 million compared to income from operations of $171 million in the prior year period. The decrease of $310 million was primarily due to lower sales volumes and selling prices of TiO 2 and Zircon as well as restructuring and other charges of $153 million partially offset by lower SG&A expenses as discussed above.

Previous report

Interest expense for the nine months ended September 30, 2025 increased by $9 million compared to the same period of 2024 primarily due to the increase in the outstanding short-term debt balances period over period.

Previous report

Interest income was $4 million for the nine months ended September 30, 2025 compared to $9 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.

Previous report

Other comprehensive income was $133 million in the nine months ended September 30, 2025 as compared to other comprehensive income of $34 million in the nine months ended September 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $140 million in the nine months ended September 30, 2025 as compared to the favorable foreign currency translation adjustments of $49 million in the prior year period. Additionally, there was a net loss on derivative instruments of $8 million in the nine months ended September 30, 2025 as compared to a net loss on derivative instruments of $16 million in the prior year period.

Previous report

(1) The SABB Credit Facility was cancelled in September 2025.

Previous report

On September 26, 2025, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), closed an offering of $400 million aggregate principal amount of its 9.125% senior secured notes due 2030 (the “Notes”). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the “Indenture”) among the Issuer and the Company and, as described below, certain of the Company’s restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee and collateral agent.

Previous report

The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company’s restricted subsidiaries, subject to certain exceptions. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company’s 4.625% Senior Notes due 2029, if on such date, the aggregate principal amount of the Senior Notes due 2029 outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.

Previous report

In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and to extend the program term to November 2025.

Previous report

In June 2023, the Company entered into an additional amendment (the “Second Amendment”) to further include receivables generated by our wholly-owned European operating subsidiaries Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as result of the Second Amendment, and remain at $200 million and November 2025, respectively.

Previous report

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.

Previous report

In March 2025, the Securitization Facility was amended (the "Fifth Amendment") to extend the program term to March 2028.

Previous report

(b) Represents the loss in connection with the refinancing of the Term Loan Facility in the US.

Previous report

(c) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian jurisdiction.

Previous report

(d) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Condensed Consolidated Statements of Operations.

Previous report

(1) Only the sale of royalty interest and restructuring and other charges have been tax impacted whereas certain other items were not tax impacted as they were recorded in jurisdictions with full valuation allowances.
Reworded paragraphs (32)

Previous wording

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "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 TiO 2 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 TiO 2 at our eight TiO 2 pigment facilities located in the United States, Australia, Brazil, UK, France, China 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 TiO 2 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.

Current wording

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "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 TiO 2 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 TiO 2 at our seven TiO 2 pigment facilities located in the United States, Australia, Brazil, UK, France, 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 TiO 2 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.

Previous wording

Third quarter revenue decreased 13% compared to the prior year, primarily driven by lower TiO 2, zircon, and other product sales volumes and lower average selling prices of TiO 2 and zircon including mix. For the third quarter of 2025 as compared to the third quarter of 2024, TiO 2 revenue decreased 11% driven by a 8% decrease in sales volumes and 5% decline in average selling prices partially offset by a 2% exchange rate tailwind. Zircon revenue decreased 20% from the third quarter of 2024 to the third quarter of 2025 due to a 16% decline in average selling prices including mix and a 4% decrease in sales volumes. Revenue from other products decreased 21% from the third quarter of 2024 to the third quarter of 2025 primarily due to lower sales volume of heavy mineral concentrate tailings partially offset by higher pig iron sales. Gross profit decreased for the third quarter of 2025 as compared to the third quarter of 2024 due to lower average selling prices including mix, lower sales volumes, higher freight and production costs, partially offset by favorable exchange rate impacts and lower corporate costs.

Current wording

First quarter revenue increased 3% compared to the prior year, primarily driven by higher sales volumes of TiO 2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of TiO 2 and zircon including mix and lower sales volumes of pig iron. For the first quarter of 2026 as compared to the first quarter of 2025, TiO 2 revenue increased 5% driven by a 5% increase in sales volumes and 4% exchange rate tailwind partially offset by a 4% decline in average selling prices including mix. Zircon revenue increased 29% from the first quarter of 2025 to the first quarter of 2026 due to a 57% increase in sales volumes partially offset by a 28% decline in average selling prices including mix. Revenue from other products decreased 35% from the first quarter of 2025 to the first quarter of 2026 primarily due to lower sales volume of pig iron. Gross profit decreased for the first quarter of 2026 as compared to the first quarter of 2025 due to 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 charges partially offset by higher sales volumes and lower corporate costs.

Previous wording

Sequentially, revenue decreased 4% in the third quarter of 2025 compared to the second quarter of 2025 primarily due to lower sales volumes and lower average selling prices of TiO 2 and zircon including mix, partly offset by increase in other product sales volumes, mainly heavy mineral concentrate tailings and pig iron. TiO 2 revenues decreased 6%, driven by a 4% decrease in sales volume and a 3% decrease in average selling prices, partly offset by a 1% favorable exchange rate impact. Zircon revenue decreased 13% sequentially driven by a 7% decrease in sales volumes and a 6% decrease in average selling prices including mix. Revenue from other products increased by 18% from the second quarter of 2025 to the third quarter of 2025 primarily due to higher sales of pig iron and heavy mineral concentrate tailings that occurred in the third quarter. Gross profit decreased from the second quarter of 2025 to the third quarter of 2025 due to lower average selling prices including mix, lower sales volumes of TiO 2 and zircon, higher production costs primarily driven by higher idle facility and lower of cost or market charges and unfavorable exchange rate impacts partly offset by higher sales volumes of other products and lower corporate costs.

Current wording

Sequentially, revenue increased 4% in the first quarter of 2026 compared to the fourth quarter of 2025 primarily due to higher sales volumes of TiO 2 and zircon and higher average selling prices of TiO 2 including mix partly offset by a decrease in sales volumes of pig iron. TiO 2 revenues increased 7%, driven by a 4% increase in sales volume and a 3% increase in average selling prices including mix. Zircon revenue increased 14% sequentially driven by a 14% increase in sales volumes while average selling prices remained flat to the fourth quarter of 2025. Revenue from other products decreased by 27% from the fourth quarter of 2025 to the first quarter of 2026 primarily due to lower sales volumes of pig iron. Gross profit increased from the fourth quarter of 2025 to the first quarter of 2026 due to higher TiO 2 average selling prices including mix, higher sales volumes of TiO 2 and zircon, and lower production costs, including favorable idle facility and lower of cost or market charges partially offset by unfavorable exchange rate impacts, and higher freight costs and corporate costs.

Previous wording

As of September 30, 2025, our total available liquidity was $664 million, including $185 million in cash and cash equivalents and $479 million available under revolving credit agreements. As of September 30, 2025, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 7.5x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow revolver facility. Refer to Note 13 of notes to condensed consolidated financial statements for further details.

Current wording

As of March 31, 2026, our total available liquidity was $406 million, including $126 million in cash and cash equivalents and $280 million available under revolving credit agreements. As of March 31, 2026, our total debt was $3.3 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.1x. 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.

Previous wording

For the three months ended September 30, 2025, TiO 2 revenue was lower by 11% or $66 million compared to the prior year quarter primarily due to a decrease of $47 million in sales volumes and a decrease of $29 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenue by $10 million primarily due to the strengthening of the Euro. Zircon revenue decreased $15 million primarily due to a 16% decrease in average selling prices including mix and a 4% decrease in sales volumes and other products revenue decreased $24 million from the year-ago quarter primarily due to a decrease in sales volumes of heavy mineral concentrate tailings partially offset by higher pig iron sales.

Current wording

For the three months ended March 31, 2026, TiO 2 revenue was higher by 5% or $32 million compared to the prior year quarter primarily due to an increase of $32 million in sales volumes partially offset by a decrease of $22 million in average selling prices, including mix. Foreign currency positively impacted TiO 2 revenue by $22 million primarily due to the strengthening of the Euro. Zircon revenue increased $20 million primarily due to a 57% increase in sales volumes partially offset by a 28% decrease in average selling prices including mix. Other products revenue decreased $30 million from the year-ago quarter primarily due to a decrease in sales volumes of pig iron.

Previous wording

Gross profit of $52 million was 7.4% of net sales compared to 15.9% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Current wording

Gross profit of $44 million was 5.8% of net sales compared to 13.4% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Previous wording

•the unfavorable impact of 2 points due to increased cost structures, higher idle facility and lower of costs or net realizable value charges

Current wording

•the unfavorable impact of 2 points due to increased cost structures, higher idle facility and lower of costs or net realizable value charges and,

Previous wording

•the favorable impact of 1 point due to changes in foreign currency exchange rates, primarily as a result of the South African Rand and Australian dollar.

Current wording

•the unfavorable impact of 3 points due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar, partially offset by

Previous wording

Restructuring and other charges of $25 million for the three months ended September 30, 2025 was related to the Botlek plant idling. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Current wording

Restructuring and other charges of $14 million for the three months ended March 31, 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.

Previous wording

Selling, general and administrative expenses of $70 million decreased $4 million compared to the same period of 2024 primarily due to a $2 million decrease in professional services, a $1 million decrease in employee costs, and a $1 million decrease in travel and entertainment.

Current wording

Selling, general and administrative expenses of $71 million decreased $3 million compared to the same period of 2025 primarily due to a $5 million decrease in professional services partially offset by a $2 million increase in employee costs.

Previous wording

Loss from operations for the three months ended September 30, 2025 was $43 million compared to income from operations of $54 million in the prior year period. The decrease of $97 million was primarily due to the restructuring and other charges of $25 million as well as lower sales volumes and lower selling prices of TiO 2 and Zircon partially offset by lower SG&A expenses as discussed above.

Current wording

Loss from operations for the three months ended March 31, 2026 was $41 million compared to $61 million in the prior year period. The decrease of $20 million was primarily due to higher sales volumes of TiO 2 and Zircon, the decrease in restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of TiO 2 and Zircon as discussed above.

Previous wording

Interest expense increased $6 million compared to the same period of 2024 primarily due to the increase in outstanding short-term debt balances period over period.

Current wording

Interest expense increased $11 million compared to the same period of 2025 primarily due to the increase in outstanding long-term debt balances period over period.

Previous wording

Other (expense) income, net for the nine months ended September 30, 2025 primarily consisted of approximately $10 million of fees associated with the utilization of the Securitization Facility and $2 million of pension expense due to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount is driven by other individually immaterial amounts.

Current wording

Other expense, net for the three months ended March 31, 2026 primarily consisted of approximately $7 million of net realized and unrealized foreign currency losses, $3 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.

Previous wording

The effective tax rate was (9)% and 2,600% for the three months ended September 30, 2025 and 2024, respectively. The effective tax rates for the three months ended September 30, 2025 and 2024 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.

Current wording

The effective tax rate was 0% and (5)% for the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for the three months ended March 31, 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.

Previous wording

Net loss as a % of net sales was 14.3% for the three months ended September 30, 2025 as compared to net loss as a % of net sales of 3.1% for the prior year period. The primary driver of the period over period increase is the restructuring and other charges during the current quarter and lower gross profit due to lower average selling prices, lower sales volumes and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 10.6% for the three months ended September 30, 2025 as compared to 17.8% for the prior year primarily due to the lower gross margin as a result of TiO 2 and zircon decrease in average selling prices including mix and a decrease in TiO 2, zircon, and other product sales volumes partially offset by the lower SG&A expenses as discussed above.

Current wording

Net loss as a % of net sales was 13.7% for the three months ended March 31, 2026 as compared to net loss as a % of net sales of 15.0% for the prior year period. The primary driver of the period over period decrease is the decrease in restructuring and other charges during the current quarter, lower gross profit due to lower average selling prices and higher interest expense partially offset by an increase in sales volumes of TiO 2 and Zircon and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 8.2% for the three months ended March 31, 2026 as compared to 15.2% for the prior year primarily due to the lower gross margin as a result of decreases in average selling prices including mix of TiO 2 and zircon partially offset by an increase in TiO 2 and zircon sales volumes and lower SG&A expenses as discussed above.

Previous wording

Other comprehensive income was $18 million in the three months ended September 30, 2025 as compared to other comprehensive income of $54 million in the three months ended September 30, 2024. The change is primarily due to the favorable foreign currency translation adjustments of $21 million in the three months ended September 30, 2025 as compared to favorable foreign currency translation adjustments of $76 million in the prior year period. This was partially offset by a net loss on derivative instruments of $3 million in the three months ended September 30, 2025 as compared to a net loss on derivative instruments of $22 million in the prior year period.

Current wording

Other comprehensive loss was $22 million in the three months ended March 31, 2026 as compared to other comprehensive income of $40 million in the three months ended March 31, 2025. The change is primarily due to the unfavorable foreign currency translation adjustments of $26 million in the three months ended March 31, 2026 as compared to favorable foreign currency translation adjustments of $51 million in the prior year period. This was partially offset by 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 million in the prior year period.

Previous wording

Working capital (calculated as current assets less current liabilities) was $1.5 billion at September 30, 2025 and $1.3 billion at December 31, 2024.

Current wording

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

Previous wording

As of September 30, 2025, 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 43% of our total consolidated assets. For both the three and nine months ended September 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 45% of our total consolidated net sales. For the three and nine months ended September 30, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 63% and 54%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of September 30, 2025, our non-guarantor subsidiaries had $814 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.

Current wording

As of March 31, 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% of our total consolidated assets. For the three months ended March 31, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 46% of our total consolidated net sales. For the three months ended March 31, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 61% of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of March 31, 2026, our non-guarantor subsidiaries had $823 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.

Previous wording

At September 30, 2025, we had outstanding letters of credit and bank guarantees of $147 million. See Note 17 of notes to unaudited condensed consolidated financial statements.

Current wording

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

Previous wording

During the three months ended September 30, 2025, our credit rating with Moody’s changed from Ba3 negative outlook to B2 negative outlook and our Standard & Poor's rating and outlook changed from B+ stable to B stable, respectively.

Current wording

During the three months ended March 31, 2026, our credit rating with Moody’s remained unchanged at B2 negative outlook and our credit rating with Standard & Poor's also remained unchanged at CCC+ negative outlook.

Previous wording

At September 30, 2025, we held $185 million in cash and cash equivalents in these respective jurisdictions: $56 million in the United States, $54 million in Australia, $19 million in Europe, $17 million in Brazil, $13 million in South Africa, $13 million in Saudi Arabia, and $13 million in China and other Asia countries . Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

Current wording

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

Previous wording

At September 30, 2025, 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. In 2022, the Company removed its assertion that earnings in China are indefinitely reinvested, and since then, the withholding tax accruals for potential repatriations from that jurisdiction are reflected in the effective tax rate.

Current wording

At March 31, 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.

Previous wording

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 nine months ended September 30, 2025, and 2024 we made no repurchases of the Company's stock.

Current wording

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 three months ended March 31, 2026, we made no repurchases of the Company's stock.

Previous wording

On October 29, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share payable on January 6, 2026 to shareholders of record at the close of business on November 10, 2025, reduced from $0.125 per share in the prior year period.

Current wording

On April 28, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share payable on July 8, 2026 to shareholders of record at the close of business on May 11, 2026.

Previous wording

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. As of September 30, 2025, we had financed inventory of $50 million and $1 million of accrued interest, which were included in “Obligations under inventory financing arrangements” and “Accrued Liabilities”, respectively, on the Condensed Consolidated Balance Sheets. We have $1 million for the three and nine months ended September 30, 2025 of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.

Current wording

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 March 31, 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 for the three months ended March 31, 2026 of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.

Previous wording

At September 30, 2025 and December 31, 2024, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.2 billion and $2.9 billion, respectively. At September 30, 2025 and December 31, 2024, our net debt (the excess of our debt over cash and cash equivalents) was $3.0 billion and $2.7 billion, respectively.

Current wording

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

Previous wording

On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution, through our wholly owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC (“SPE”). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million.

Current wording

On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

Previous wording

Cash Flows (used in) provided by Operating Activities — Cash used in operating activities of $61 million is primarily driven by $155 million of net loss adjusted for non-cash items offset by a net cash outflow of $216 million related to changes in assets and liabilities. The following table provides our net cash used in operating activities for the nine months ended September 30, 2025 and 2024:

Current wording

Cash Flows used in Operating Activities — Cash used in operating activities of $68 million is primarily driven by $10 million of net loss adjusted for non-cash items offset by a net cash outflow of $78 million related to changes in assets and liabilities.

Previous wording

Net cash used in operating activities increased by $279 million year-over-year from $218 million of cash provided by operating activities in the prior year to $61 million of cash used in operating activities during the current year. This increase was primarily due to a decrease in income related cash generation as well as increases in the use of cash for net assets and liabilities. The higher use of cash working capital was primarily driven by an increase in the use of cash for accounts payable and accrued liabilities of $68 million, an increase in the use of cash for restructuring payments of $57 million and an increase in the use of cash for inventories of $62 million partially offset by increases in the cash provided by accounts receivable of $58 million.

Current wording

Net cash used in operating activities increased by $36 million year-over-year from $32 million in the prior year to $68 million during the current year. This increase was primarily due to a decrease in income related cash generation partially offset by decreases in the use of cash for net assets and liabilities. The lower use of cash 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 million partially offset by an increase in the use of cash for accounts payable and accrued liabilities of $58 million, an increase in the use of cash for restructuring payments of $17 million and a decrease in cash provided by prepaids and other assets of $13 million.

Previous wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the nine months ended September 30, 2025 was $255 million as compared to $226 million for the same period in 2024 primarily due to higher capital expenditures of $273 million during the current year as compared to $253 million in the prior year, proceeds of $21 million collected in 2024 from the sale of a royalty interest in certain Canadian mineral properties partially offset by $15 million of cash received for the repayment of our loan with AMIC related to the titanium slag smelter facility in the current year.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the three months ended March 31, 2026 was $67 million as compared to $95 million for the same period in 2025 primarily due to lower capital expenditures of $67 million during the current year as compared to $110 million in the prior year partially offset by $15 million of cash received for the repayment of our loan with AMIC related to the titanium slag smelter facility in the prior year.

Previous wording

Cash Flows provided by (used in) Financing Activities —Net cash provided by financing activities during the nine months ended September 30, 2025 was $345 million as compared to cash used in financing activities of $97 million for the nine months ended September 30, 2024. The nine months ended September 30, 2025 was primarily comprised of net proceeds from long-term debt of $379 million, net proceeds from inventory financing arrangement of $50 million partially offset by dividend payments of $40 million and net repayments of short-term debt of $36 million. The nine months ended September 30, 2024 was primarily comprised of dividends paid of $61 million and total net repayments of long-term debt and short-term debt of $21 million.

Current wording

Cash Flows provided by Financing Activities —Net cash provided by financing activities during the three months ended March 31, 2026 was $67 million as compared to cash provided by financing activities of $108 million for the three months ended March 31, 2025. The three months ended March 31, 2026 was primarily comprised of net proceeds from short-term debt of $85 million partially offset by repayments of long-term debt of $8 million and dividend payments of $8 million. The three months ended March 31, 2025 was primarily comprised of net proceeds from short-term debt of $115 million partially offset by repayments of long-term debt of $6 million.

Previous wording

(a) Represents restructuring and other charges associated with the Botlek plant idling.

Current wording

(a) Represents restructuring and other charges associated with the Botlek and China plant closures.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The following table provides our net cash used in operating activities for the three months ended March 31, 2026 and 2025:
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

Other (expense) income, net for the three months ended September 30, 2025 primarily consisted of approximately $3 million of fees associated with the utilization of the Securitization Facility. The remaining amount was driven by other individually immaterial amounts.

Previous report — wording carried elsewhere

(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.

Previous report — wording carried elsewhere

Net sales by type of product for the nine months ended September 30, 2025 and 2024 were as follows:

Previous report — wording carried elsewhere

Gross margin of $230 million was 10.6% of net sales compared to 16.6% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

Previous report — wording carried elsewhere

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands, and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

Previous report — wording carried elsewhere

The effective tax rate was (6)% and 141% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rates for the nine months ended September 30, 2025 and 2024 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 nine months ended September 30, 2024 was impacted by the establishment of a full valuation allowance against Brazil's deferred tax assets.

Previous report — wording carried elsewhere

Net loss as a % of net sales was 13.7% for the nine months ended September 30, 2025 as compared to net loss as a % of net sales of 1.0% for the prior year period. The primary driver of the period over period decrease is the restructuring and other charges during the current period and lower gross profit due to lower sales volumes and lower selling prices partially offset by a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 12.9% for the nine months ended September 30, 2025, a decrease of 5.2 points from 18.1% in the prior year. The lower gross margin and lower SG&A were the primary drivers of the year-over-year decrease in Adjusted EBITDA percentage.