Tronox Holdings plc

Previous 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.

Current wording

Second quarter revenue increased 19% 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 zircon including mix. For the second quarter of 2026 as compared to the second quarter of 2025, TiO 2 revenue increased 19% driven by a 18% increase in sales volumes and 1% exchange rate tailwind while average selling prices including mix remained flat. Zircon revenue increased 43% from the second quarter of 2025 to the second quarter of 2026 due to a 61% increase in sales volumes partially offset by a 18% decline in average selling prices including mix. Revenue from other products decreased 7% from the second quarter of 2025 to the second quarter of 2026 primarily due to lower sales volumes. Gross profit decreased for the second quarter of 2026 as compared to the second quarter of 2025 due to exchange rate headwinds, lower average selling prices including mix, higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs. This was partially offset by higher sales volumes.

Previous 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.

Current wording

Sequentially, revenue increased 14% in the second quarter of 2026 compared to the first quarter of 2026 due to higher average selling prices, including mix and higher sales volumes of TiO 2 and zircon. TiO 2 revenues increased 14%, driven by a 9% increase in sales volume and a 5% increase in average selling prices including mix. Zircon revenue increased 9% sequentially driven by a 4% increase in sales volumes and a 5% increase in average selling prices, including mix. Revenue from other products increased by 29% from the first quarter of 2026 to the second quarter of 2026 primarily due to higher sales volumes of pig iron. Gross profit increased from the first quarter of 2026 to the second quarter of 2026 due to higher TiO 2 and zircon average selling prices including mix, and higher sales volumes partially offset by higher production costs from unfavorable idle facility and lower of cost or market charges, unfavorable exchange rate impacts, and higher freight costs.

Previous 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.

Current wording

As of June 30, 2026, our total available liquidity was $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. As of June 30, 2026, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 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.

Previous wording

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 wording

Net sales of $868 million for the three months ended June 30, 2026 increased by 19%, compared to $731 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO 2 and zircon.

Previous 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.

Current wording

For the three months ended June 30, 2026, TiO 2 revenue was higher by 19% or $113 million compared to the prior year quarter primarily due to an increase of $106 million in sales volumes whereas average selling prices, including mix remained flat. Foreign currency positively impacted TiO 2 revenue by $7 million primarily due to the strengthening of the Euro. Zircon revenue increased $29 million primarily due to a 61% increase in sales volumes partially offset by a 18% decrease in average selling prices including mix. Other products revenue decreased $5 million from the year-ago quarter primarily due to a decrease in sales volumes.

Previous 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:

Current wording

Gross profit of $55 million was 6.3% of net sales compared to 10.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

Previous wording

•the unfavorable impact of 5 points primarily due to a decrease in average selling prices including mix,

Current wording

•the unfavorable impact of 2 points primarily due to a decrease in average selling prices including mix,

Previous wording

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

Current wording

•the favorable impact of 3 points due to increased volumes of TiO 2 and zircon.

Previous 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.

Current wording

Restructuring and other charges of $4 million for the three months ended June 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.

Previous 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.

Current wording

Selling, general and administrative expenses remained consistent as compared to the same period of 2025 which was primarily due to a $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.

Previous 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.

Current wording

Loss from operations for the three months ended June 30, 2026 was $21 million compared to $35 million in the prior year period. The decrease of $14 million was primarily due to higher sales volumes of TiO 2 and Zircon and the decrease in restructuring and other charges partially offset by lower selling prices of Zircon and higher idle facility and lower of costs or net realizable value charges as discussed above.

Previous 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.

Current wording

Other income (expense), net for the three months ended June 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, $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.

Previous 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.

Current wording

The effective tax rate was (158)% and (5)% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates for the three months ended June 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.

Previous 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.

Current wording

Net loss as a % of net sales was 19.9% for the three months ended June 30, 2026 as compared to net loss as a % of net sales of 11.6% for the prior year period. The primary driver of the period over period increase is the deferred tax expense from the recording of additional state valuation allowances in the US, lower average selling prices of zircon and higher interest expense partially offset by an increase in sales volumes of TiO 2 and Zircon and a decrease in restructuring expense. Adjusted EBITDA as a percentage of net sales was 8.4% for the three months ended June 30, 2026 as compared to 12.7% for the prior year primarily due to the lower gross margin as a result of decreases in average selling prices of zircon and higher lower of cost or market and idle facility charges partially offset by an increase in TiO 2 and zircon sales volumes as discussed above.

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 and,

Current wording

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

Previous 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.

Current wording

Other comprehensive income was $47 million in the three months ended June 30, 2026 as compared to other comprehensive income of $75 million in the three months ended June 30, 2025. The change is primarily due to lower favorable foreign currency translation adjustments of $35 million in the three months ended June 30, 2026 as compared to favorable foreign currency translation adjustments of $68 million in the prior year period. The three months ended June 30, 2026 was also impacted by a higher net gain on derivative instruments of $12 million as compared to a net gain on derivative instruments of $6 million in the prior year period.

Previous 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.

Current wording

As of June 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 46% of our total consolidated assets. For the three and six months ended June 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 49% and 48%, respectively, of our total consolidated net sales. For the three and six months ended June 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 48% and 54%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of June 30, 2026, our non-guarantor subsidiaries had $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.

Previous 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.

Current wording

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

Previous 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.

Current wording

During the three months ended June 30, 2026, our credit rating with Moody’s changed to B3 negative outlook from B2 negative outlook and our credit rating with Standard & Poor's also changed to CCC+ positive outlook from CCC+ negative outlook.

Previous 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.

Current wording

At June 30, 2026, we held $194 million in cash and cash equivalents in these respective jurisdictions: $81 million in the United States, $43 million in Australia, $14 million in Europe, $16 million in Brazil, $16 million in South Africa, $17 million in Saudi Arabia, and $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.

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 three months ended March 31, 2026, 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 six months ended June 30, 2026, we made no repurchases of the Company's stock.

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. 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.

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 June 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 June 30, 2026, respectively, of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.

Previous 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.

Current wording

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

Previous 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.

Current wording

Cash Flows provided by (used in) Operating Activities — Cash provided by operating activities of $37 million is primarily driven by $24 million of net loss adjusted for non-cash items and a net cash inflow of $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:

Previous 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.

Current wording

Net cash provided by operating activities increased by $41 million year-over-year from $4 million cash used in operating activities in the prior year to $37 million of cash provided by operating activities during the current year. This increase was primarily due to an increase in cash provided by net assets and liabilities. The higher cash provided by working capital was primarily driven by an increase in cash provided by inventories of $267 million partially offset by an increase in use of cash for accounts payable and accrued liabilities of $61 million, an increase in the cash used related to accounts receivable of $55 million and a decrease in the cash provided by prepaids and other assets of $8 million.

Previous 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.

Current wording

Cash Flows used in Investing Activities — Net cash used in investing activities for the six months ended June 30, 2026 was $97 million as compared to $176 million for the same period in 2025 primarily due to lower capital expenditures of $112 million during the current year as compared to $193 million in the prior year partially offset by $15 million of cash received primarily for the disposition of Fuzhou, (see note 2 in notes to condensed consolidated financial statements for further details).

Previous 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.

Current wording

Cash Flows provided by Financing Activities —Net cash provided by financing activities during the six months ended June 30, 2026 was $57 million as compared to cash provided by financing activities of $156 million for the six months ended June 30, 2025. The six months ended June 30, 2026 was primarily comprised of net proceeds from short-term debt of $17 million and proceeds of $75 million from the sale and leaseback transaction partially offset by repayments of long-term debt of $16 million and dividend payments of $16 million. The six months ended June 30, 2025 was primarily comprised of net proceeds from short-term debt of $192 million partially offset by repayments of long-term debt of $14 million and dividend payments of $20 million.

Previous wording

(1)We calculated the 2024-B Term Loan Facility interest at a SOFR plus a margin of 2.50%, the 2024 Term Loan Facility at a SOFR plus a margin of 2.25%, and the RMB Term Loan at a JIBAR plus a margin of 2.35%. See Note 13 of notes to our unaudited condensed consolidated financial statements for further details, including the maturity date of the Company's 9.125% Senior Secured Notes due 2030.

Current wording

(1)We calculated the 2024-B Term Loan Facility interest at a SOFR plus a margin of 2.50%, the 2024 Term Loan Facility at a SOFR plus a margin of 2.25%, and the RMB Term Loan at a JIBAR plus a margin of 2.35%. See Note 13 of notes to our unaudited condensed consolidated financial statements for further details, including the maturity date of the Company's 9.125% Senior Secured Notes due 2030. Lease financing includes obligations associated with finance leases and the sale and leaseback transaction as further discussed in Note 7 to the notes to the condensed consolidated financial statements.

Previous wording

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

Current wording

(b) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.