Tronox Holdings plc

Previous 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.

Current wording

Third quarter revenue increased 18% compared to the prior year, primarily driven by higher sales volumes and higher average selling prices of both TiO 2 and zircon partially offset by unfavorable foreign exchange impacts. For the third quarter of 2026 as compared to the third quarter of 2025, TiO 2 revenue increased 19% driven by a 10% increase in sales volumes and a 9% increase in average selling prices. Zircon revenue increased 58% from the third quarter of 2025 to the third quarter of 2026 due to a 49% increase in sales volumes and a 9% increase in average selling prices including mix. Revenue from other products decreased 10% from the third quarter of 2025 to the third quarter of 2026 primarily due to lower sales volumes. Gross profit increased for the third quarter of 2026 as compared to the third quarter of 2025 due to higher average selling prices including mix partially offset by exchange rate headwinds and higher production costs, including unfavorable idle facility and lower of cost or net realizable value charges, and higher freight costs.

Previous 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.

Current wording

Sequentially, revenue decreased 5% in the third quarter of 2026 compared to the second quarter of 2026 due to lower sales volumes partially offset by higher average selling prices, including mix of both TiO 2 and zircon. TiO 2 revenues decreased 7%, driven by an 11% decrease in sales volume partially offset by a 4% increase in average selling prices including mix. Zircon revenue decreased 4% sequentially driven by a 13% decrease in sales volumes partially offset by a 9% increase in average selling prices, including mix. Revenue from other products increased by 14% from the second quarter of 2026 to the third quarter of 2026 primarily due to higher sales volumes. Gross profit increased from the second quarter of 2026 to the third quarter of 2026 due to higher TiO 2 and zircon average selling prices including mix partially offset by lower sales volumes and higher production costs from unfavorable idle facility and lower of cost or net realizable value charges.

Previous 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.

Current wording

As of September 30, 2026, our total available liquidity was $509 million, including $136 million in cash and cash equivalents and $373 million available under revolving credit agreements. As of September 30, 2026, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 10.5x. 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 $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.

Current wording

Net sales of $827 million for the three months ended September 30, 2026 increased by 18%, compared to $699 million for the same period in 2025. The increase is primarily due to both higher sales volumes and average selling prices of TiO 2 and zircon.

Previous 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.

Current wording

For the three months ended September 30, 2026, TiO 2 revenue was higher by 19% or $103 million compared to the prior year quarter primarily due to an increase of $53 million in sales volumes and an increase of $50 million in average selling prices, including mix while foreign exchange remained flat. Zircon revenue increased $34 million primarily due to a 49% increase in sales volumes and a 9% increase in average selling prices including mix. Other products revenue decreased $9 million from the year-ago quarter primarily due to a decrease in sales volumes.

Previous 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:

Current wording

Gross profit of $77 million was 9.3% of net sales compared to 7.4% of net sales in the year-ago quarter. The increase in gross margin is primarily due to:

Previous wording

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

Current wording

•the favorable impact of 7 points primarily due to an increase in average selling prices including mix, partially offset by

Previous 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

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, Australian dollar, and Brazilian Reais, and

Previous wording

•the net unfavorable impact of 3 points due to higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs and,

Current wording

•the net unfavorable impact of 2 points due to higher production costs, including unfavorable idle facility and lower of cost or net realizable value charges, and higher freight costs.

Previous 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.

Current wording

Selling, general and administrative expenses decreased $5 million to $65 million for the three months ended September 30, 2026 as compared to $70 million for the same period of 2025 which was primarily due to a $4 million decrease in amortization expense due to certain intangible assets which have been fully amortized, a $2 million decrease in employee costs and a $2 million decrease in professional services. The remaining difference was driven by other individually immaterial amounts.

Previous 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.

Current wording

Income from operations for the three months ended September 30, 2026 was $12 million compared to loss from operations of $43 million in the prior year period. The increase of $55 million was primarily due to higher sales volumes and higher average selling prices of TiO 2 and Zircon, the decrease in restructuring and other charges and the decrease in SG&A expenses partially offset by higher idle facility and lower of cost or net realizable value charges as discussed above.

Previous 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.

Current wording

Interest expense increased $8 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 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.

Current wording

Other expense, net for the three months ended September 30, 2026 primarily consisted of $3 million of fees associated with the utilization of the Securitization Facility, approximately $2 million of net realized and unrealized foreign currency losses, 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 (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.

Current wording

The effective tax rate was (12)% and (9)% for the three months ended September 30, 2026 and 2025, respectively. The effective tax rates for the three months ended September 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.

Previous 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.

Current wording

Net loss as a % of net sales was 6.8% for the three months ended September 30, 2026 as compared to net loss as a % of net sales of 14.3% for the prior year period. The primary driver of the period over period decrease is the increase in sales volume and average selling prices of both TiO 2 and zircon and a decrease in both restructuring and other charges and SG&A expenses partially offset by higher interest expense. Adjusted EBITDA as a percentage of net sales was 12.2% for the three months ended September 30, 2026 as compared to 10.6% for the prior year primarily due to the higher gross margin as a result of increases in sales volumes and increases in average selling prices of both TiO 2 and zircon and decreases in SG&A expenses partially offset by higher lower of cost or net realizable value charges and idle facility charges and higher freight costs as discussed above.

Previous wording

Net sales of $1,628 million for the six months ended June 30, 2026 increased by 11% compared to $1,469 million for the same period in 2025. The increase is primarily due to increases in sales volumes of both TiO 2 and zircon.

Current wording

Net sales of $2,455 million for the nine months ended September 30, 2026 increased by 13% compared to $2,168 million for the same period in 2025. The increase is primarily due to increases in sales volumes of both TiO 2 and zircon and higher average selling prices of TiO 2.

Previous wording

Net sales by type of product for the six months ended June 30, 2026 and 2025 were as follows:

Current wording

Net sales by type of product for the nine months ended September 30, 2026 and 2025 were as follows:

Previous wording

For the six months ended June 30, 2026, TiO2 revenue was higher by 12% or $145 million compared to the prior year period. TiO2 revenue increased primarily due to an increase of $137 million in sales volumes partially offset by a decrease of $22 million in average selling prices, including mix. Foreign currency positively impacted TiO2 revenues by $30 million. Zircon revenue increased $49 million primarily due to an 59% increase in sales volumes partially offset by a 23% decrease in average selling prices, including mix. Other products revenue decreased $35 million primarily due to a decrease in sales volumes of pig iron.

Current wording

For the nine months ended September 30, 2026, TiO2 revenue was higher by 14% or $248 million compared to the prior year period. TiO2 revenue increased primarily due to an increase of $187 million in sales volumes as well as an increase of $33 million in average selling prices, including mix. Foreign currency positively impacted TiO2 revenues by $28 million. Zircon revenue increased $83 million primarily due to a 55% increase in sales volumes partially offset by a 13% decrease in average selling prices, including mix. Other products revenue decreased $44 million primarily due to a decrease in sales volumes of pig iron.

Previous wording

Gross margin of $99 million was 6.1% of net sales compared to 12.1% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

Current wording

Gross margin of $176 million was 7.2% of net sales compared to 10.6% of net sales in the year-ago period. The decrease in gross margin is primarily due to:

Previous wording

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

Current wording

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

Previous 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

Current wording

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

Previous wording

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

Current wording

•the favorable impact of 1 point due to increased volumes TiO 2 and Zircon and

Previous wording

Restructuring and other charges of $18 million for the six 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.

Current wording

Restructuring and other charges of $18 million for the nine months ended September 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 decreased by $3 million or 2% during the six months ended June 30, 2026 compared to the same period of the prior year primarily driven by a $7 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $7 million decrease in professional services partially offset by an $8 million increase in employee costs. The remaining amount was driven by other individually immaterial amounts.

Current wording

Selling, general and administrative expenses decreased by $8 million or 4% during the nine months ended September 30, 2026 compared to the same period of the prior year primarily driven by a $12 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $9 million decrease in professional services partially offset by a $6 million increase in employee costs. The remaining amount was driven by other individually immaterial amounts.

Previous wording

Loss from operations for the six months ended June 30, 2026 was $62 million compared to $96 million in the prior year period. The decrease of $34 million was primarily due to higher sales volumes, lower restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of TiO 2 and Zircon.

Current wording

Loss from operations for the nine months ended September 30, 2026 was $50 million compared to $139 million in the prior year period. The decrease of $89 million was primarily due to higher sales volumes of TiO 2 and zircon, higher average selling prices of TiO 2, lower restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of Zircon.

Previous wording

Interest expense for the six months ended June 30, 2026 increased by $22 million compared to the same period of 2025 primarily due to the increase in the outstanding long-term debt balances period over period.

Current wording

Interest expense for the nine months ended September 30, 2026 increased by $30 million compared to the same period of 2025 primarily due to the increase in the outstanding long-term debt balances period over period.

Previous wording

Interest income was $2 million for the six months ended June 30, 2026 compared to $3 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.

Current wording

Interest income was $3 million for the nine months ended September 30, 2026 compared to $4 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.

Previous wording

Other (expense) income, net for the six 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 $14 million of net realized and unrealized foreign currency losses, $7 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 nine months ended September 30, 2026 primarily consisted of approximately $16 million of net realized and unrealized foreign currency losses, $10 million of fees associated with the utilization of the Securitization Facility and $3 million of pension expense due to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets partially offset by the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details).

Previous wording

The effective tax rate was (62)% and (5)% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rates for the six 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 six months June 30, 2026 was significantly impacted by the $103 million deferred tax expense from the recording of additional state valuation allowances in the US.

Current wording

The effective tax rate was (51)% and (6)% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rates for the nine months ended September 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 nine months September 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 17.0% for the six months ended June 30, 2026 as compared to net loss as a % of net sales of 13.3% 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 gross margin and the increase in interest expense partially offset by the lower restructuring and other charges during the current period and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 8.3% for the six months ended June 30, 2026, a decrease of 5.7 points from 14.0% in the prior year. The lower gross margin was the primary driver of the year-over-year decrease in Adjusted EBITDA percentage.

Current wording

Net loss as a % of net sales was 13.6% for the nine months ended September 30, 2026 as compared to net loss as a % of net sales of 13.7% for the prior year period. The primary driver of the period over period change is the deferred tax expense from the recording of additional state valuation allowances in the US, lower gross margin and the increase in interest expense partially offset by the lower restructuring and other charges during the current period and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 9.6% for the nine months ended September 30, 2026, a decrease of 3.3 points from 12.9% in the prior year. The lower gross margin was the primary driver of the year-over-year decrease in Adjusted EBITDA percentage.

Previous 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.

Current wording

Other comprehensive income was $21 million in the three months ended September 30, 2026 as compared to other comprehensive income of $18 million in the three months ended September 30, 2025. The change is primarily due to unfavorable foreign currency translation adjustments of $2 million in the three months ended September 30, 2026 as compared to favorable foreign currency translation adjustments of $21 million in the prior year period. The three months ended September 30, 2026 was also impacted by a higher net gain on derivative instruments of $23 million as compared to a net loss on derivative instruments of $3 million in the prior year period.

Previous wording

Other comprehensive income was $25 million in the six months ended June 30, 2026 as compared to other comprehensive income of $115 million in the six months ended June 30, 2025. The change is primarily due to lower favorable foreign currency translation adjustments of $9 million in the six months ended June 30, 2026 as compared to the favorable foreign currency translation adjustments of $119 million in the prior year period. The six months ended June 30, 2026 was also impacted by a net gain on derivative instruments of $17 million as compared to a net loss on derivative instruments of $5 million in the prior year period.

Current wording

Other comprehensive income was $46 million in the nine months ended September 30, 2026 as compared to other comprehensive income of $133 million in the nine months ended September 30, 2025. The change is primarily due to lower favorable foreign currency translation adjustments of $7 million in the nine months ended September 30, 2026 as compared to the favorable foreign currency translation adjustments of $140 million in the prior year period. The nine months ended September 30, 2026 was also impacted by a net gain on derivative instruments of $40 million as compared to a net loss on derivative instruments of $8 million in the prior year period.

Previous wording

(1) The Emirates Revolver was not renewed upon its expiration in June 2026.

Current wording

(1) The Emirates Revolver was not renewed upon its expiration in June 2026. In July 2026, the Bank Itaù Facility was cancelled.

Previous 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.

Current wording

As of September 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 nine months ended September 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 47% and 48%, respectively, of our total consolidated net sales. For the three and nine months ended September 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 48% and 51%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of September 30, 2026, our non-guarantor subsidiaries had $819 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 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.

Current wording

At September 30, 2026, we had outstanding letters of credit and bank guarantees of $169 million. See Note 17 of notes to unaudited condensed consolidated financial statements.

Previous 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.

Current wording

During the three months ended September 30, 2026, our credit rating with Moody’s remained unchanged at B3 negative outlook and our credit rating with Standard & Poor's also remained unchanged at CCC+ positive outlook.

Previous 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.

Current wording

At September 30, 2026, we held $136 million in cash and cash equivalents in these respective jurisdictions: $4 million in the United States, $54 million in Australia, $32 million in Europe, $9 million in Brazil, $11 million in South Africa, $20 million in Saudi Arabia, and $6 million in India and other Asia countries. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.

Previous wording

At June 30, 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.

Current wording

At September 30, 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

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 six months ended June 30, 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 nine months ended September 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 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.

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 transaction was $50 million. In July 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 was $49 million. As of September 30, 2026 and December 31, 2025, we had financed inventory of $49 million and $50 million, respectively, 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 less than $1 million and $2 million for the three and nine months ended September 30, 2026, respectively, of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statements of Operations.