Tronox Holdings plc

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company

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 ourseven 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.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature except as otherwise disclosed, considered necessary for a fair statement of its financial position as of September 30, 2026, and its results of operations for the three and nine months ended September 30, 2026 and 2025. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in this update apply to all public business entities. The standard requires that at each interim and annual reporting period an entity disclose additional information about specific expense categories in commonly presented expense captions within the notes to the financial statements. Further the amendments require that an entity include certain amounts that are already required to be disclosed by current GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclose the total amount of selling expenses and an entity's definition of selling expenses (in annual reporting periods). The amendments in this update are effective for annual period beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statement. We are currently evaluating the impact this standard will have on our financial statements.

In September 2025, the FASB issued ASU 2025-06 “Intangibles-Goodwill and other-Internal-use Software (Subtopic 350-40)”. The amendments in this update apply to 1) all entities subject to the internal-use software guidance in Subtopic 350-40 and 2) those that account for website development costs in accordance with Subtopic 350-50. The amendments in this update seek to address previous application challenges by removing all references to the current prescriptive guidance and requiring an entity to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended, referred to as the “probable-to-complete recognition threshold”. The amendments also specify that the disclosure requirements in Subtopic 360-10, Property, Plant and Equipment-Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact this standard will have on our financial statements.

In May 2026, the FASB issued ASU 2026-02 "Environmental Credits and Environmental Credit Obligations (Topic 818)". The amendments in this update improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. This Update provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The amendments in this update are effective for all public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. An entity should apply the amendments in this Update on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. We are currently evaluating the impact this standard will have on our financial statements.

2. Restructuring and Other Charges

The following table summarizes the impact of the charges as a result of the actions described in this footnote on the unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025:

(1) Represents severance that is statutorily required by law as well as any incremental enhancements that are provided by the respective actions.

(2) Represents decommissioning and idling activities and are expensed as incurred.

(3) Represents asset write-offs and accelerated depreciation.

The following table summarizes the impact of the charges as a result of the actions described in this footnote on the unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025:

(1) Represents severance that is statutorily required by law as well as any incremental enhancements that are provided by the respective actions.

(2) Represents decommissioning and idling activities and are expensed as incurred.

(3) Represents asset write-offs and accelerated depreciation.

Botlek closure

In March 2025, Tronox announced and informed the Netherlands' labor force of its plan to idle its 90,000 metric ton per year TiO 2 plant in the Netherlands indefinitely, as a result of a strategic review it undertook of the Company's global asset footprint. The Company's main objective for this action was to optimize its global production footprint and improve its capacity utilizations. Approximately 240 employees were impacted by the action. As a result of this decision, the Company has recorded total restructuring and other related charges of $184 million (of which, $173 million were recorded in the full year 2025 and $11 million in the nine months ended September 30, 2026), approximately $73 million of which is related to non-cash items. The plan was substantially complete as of June 30, 2026, and as a result, we expect any future restructuring charges for this plan to be immaterial.

For the three months ended September 30, 2026, Tronox had $1 million of activities associated with idling of site operations offset by $1 million of reduction in noncash restructuring charges. Given the plan is substantially complete, we do not expect to incur any material incremental restructuring charges related to these items going forward.

For the nine months ended September 30, 2026, Tronox incurred $11 million of charges, of which $2 million were non-cash. These charges included $2 million in severance and employee separation benefits charges, $6 million for activities associated with idling of site operations, and $1 million of contract early termination charges.

In addition, the Company has recorded a non-cash charge of $2 million during the nine months ended September 30, 2026, primarily associated with asset write-downs and accelerated depreciation associated with assets which are not redeployable to other locations of the Company. The plan is substantially complete, and as a result, we expect any incremental charges or changes with respect to these items to be immaterial.

Fuzhou closure

Subsequent to the Botlek plant closure in 2025, the Company continued to review its global pigment plant portfolio and ultimately in January 2026, announced its plan to permanently close its 46,000 metric ton per year TiO 2 plant in Fuzhou, China. The closure reflected ongoing weak Chinese domestic demand and increasing costs plus continued excess Chinese TiO 2 production. This action was a result of a strategic review the Company undertook of its global asset footprint. The Company believes this decision will optimize its global production footprint and improve its capacity utilizations. This action impacted approximately 550 employees located at the site. As a result of this decision, the Company has recorded total restructuring and other related charges of approximately $66 million through June 30, 2026 (of which, $59 million were recorded in the full year 2025 and $7 million in the nine months ended September 30, 2026), $38 million of which related to non-cash items. We will not record any incremental restructuring charges related to this plan going forward as the plan was completed as of June 30, 2026, which is earlier than originally anticipated.

There were no charges incurred for the three months ended September 30, 2026 given the sale of Fuzhou as discussed below. For the nine months ended September 30, 2026, Tronox incurred $7 million in charges related to the Fuzhou closure. These charges included $4 million in severance and employee separation benefits charges and $3 million for activities associated with idling of site operations.

Rollforward of restructuring and other charges reserve

The following table shows a rollforward of restructuring and other charges reserves resulting in cash spending. These amounts exclude asset retirement obligations and environmental liability, which are included in "Asset retirement obligations" and "Environmental liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheets:

Cash payments associated with the remaining liability at September 30, 2026 for Botlek are expected to occur over the next few years due to the long-term nature of the underlying obligations. The Fuzhou restructuring liability has been fully settled as of June 30, 2026 through cash payments of $16 million and $4 million reduction in the liability primarily as a result of transfer of the contract termination obligation in the sale of Fuzhou, discussed below. At September 30, 2026 and December 31, 2025, $2 million and $23 million are recorded within "Accrued liabilities", respectively and $4 million and $5 million are recorded within "Other long-term liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheets.

Sale of Fuzhou

During three months ended June 30, 2026, the Company received an unsolicited offer from a third-party buyer interested in buying our Fuzhou plant. On June 17, 2026, the transaction was completed which resulted in the transfer of our interests in the plant's assets and associated obligations to the buyer in exchange for a cash consideration of $14 million (net of cash transferred to the buyer). As a result of this transaction, we derecognized a net liability of $6 million, resulting in a gain on disposal of $20 million, which was recorded within "Other expense, net" on the unaudited Condensed Consolidated Statements of Operations. The $14 million net proceeds were included in "Proceeds from dispositions and asset sales" in the unaudited Condensed Consolidated Statements of Cash Flows. As a result of this transaction, the Company transferred asset retirement obligations, contract termination obligations and environmental liabilities related to the Fuzhou plant to the buyer.

3. Revenue

We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.

Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of September 30, 2026, and December 31, 2025, we didnot have any material contract asset balances.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of September 30, 2026 and December 31, 2025 were less than $1 million and $4 million, respectively. Contract liability balances were reported as “Accounts payable” in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2025 were recognized as revenue in “Net sales” in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2026.

Disaggregation of Revenue

We operate underone operating and reportable segment, Tronox. See Note 22 for further details. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.

Net sales to external customers by geographic areas where our customers are located were as follows:

Net sales from external customers for each similar type of product were as follows:

Other products mainly include pig iron, TiCl 4 and other mining products.

During the nine months ended September 30, 2026 and 2025, our ten largest third-party customers represented 36% and 38%, respectively, of our consolidated net sales. During both the nine months ended September 30, 2026 and 2025, no single customer accounted for 10% of our consolidated net sales.

4. Income Taxes

Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Loss before income taxes is comprised of the following:

Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both September 30, 2026 and 2025 was 25%. The effective tax rates for the three and 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.

At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions.

During the three months ended June 30, 2026, the Company identified negative evidence concerning our ability to realize a portion of our US state deferred tax assets. This evidence relates only to states which do not allow consolidated US group filings, as certain of our US subsidiaries have entered a three-year cumulative loss position during 2026. In light of this evidence, a valuation allowance of $103 million was put into place against these deferred tax assets for US state purposes.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. Until these valuation allowances are eliminated, provisions for income taxes for these jurisdictions will 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 specific tax assets in South Africa and the United States. The Chinese entity with a valuation allowance was sold during the second quarter.

The new U.S. tax law, officially titled the "One Big Beautiful Bill", was signed into law on July 4, 2025. It represents a significant update of tax policy and includes a wide range of provisions. Many of the policy updates do not have an impact on Tronox, and the updates that do, are not expected to be material.

During the nine months ended September 30, 2025, the Company received notification that the Australian Taxation Office ("ATO") initiated an audit of Tronox Limited, Tronox Holdings plc and their associates for the calendar years 2017 - 2022. The Company is responding to requests for information on this audit.

The Company currently hasno uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

5. Loss Per Share

The computation of basic and diluted loss per share for the periods indicated is as follows:

Net loss per ordinary share amounts were calculated from exact, not rounded net loss and share information. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the three and nine months ended September 30, 2026 and 2025 were as follows:

6. Accounts Receivable Securitization Program

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 Sheets and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statements of Cash Flows.

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.

The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of September 30, 2026 and December 31, 2025, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheets was $275 million and $230 million, respectively. Additionally, at September 30, 2026 and December 31, 2025, we retained approximately $151 million and $133 million, respectively, of unsold receivables which we pledged as collateral for the sold receivables.

The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:

1 Amounts relate to monthly utilization of the Securitization Facility and related third-party advisor fees. Such amounts are recorded in "Other expense, net" in our unaudited Condensed Consolidated Statements of Operations.

7. Other Financing Arrangements

Inventory Financing Arrangement

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. We treated this transaction as a financing arrangement and did not recognize a sale for accounting purposes. 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 amount 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.

The following table presents the outstanding balance for financed inventory at both September 30, 2026 and December 31, 2025:

1 Unpaid financing charges are recorded in "Accrued liabilities" on the unaudited Condensed Consolidated Balance Sheets.

The following table presents the financing charges that were recorded within "Interest expense" on the unaudited Condensed Consolidated Statements of Operations:

Sale and Leaseback Arrangement

In June 2026 we entered into a transaction structured as a sale and leaseback transaction in which we sold certain machinery and equipment to a third-party for $75 million in cash. The transaction did not meet the sale requirements under ASC 842 and therefore the transaction is accounted for as a financing obligation. Monthly rent payments made over theseven-year term are allocated between interest expense and principal repayment of the financial liability. As of September 30, 2026, the short-term and long-term obligations of the sale and leaseback transaction are $7 million and $67 million, respectively, and are recorded within "Accrued liabilities" and "Other long-term liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheets.

8. Inventories, Net

Inventories, net consisted of the following:

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

At September 30, 2026 and December 31, 2025, there was approximately $56 million and $57 million, respectively, of inventory that is not expected to be sold within one year and as such, has been recorded in "Other long-term assets" on the Condensed Consolidated Balance Sheets.

At September 30, 2026 and December 31, 2025, inventory obsolescence reserves primarily for materials and supplies were $48 million and $47 million, respectively. Reserves for lower of cost or net realizable value were $46 million and $42 million at September 30, 2026 and December 31, 2025, respectively.

9. Property, Plant and Equipment, Net

Property, plant and equipment, net of accumulated depreciation, consisted of the following:

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt.

The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:

10. Mineral Leaseholds, Net

Mineral leaseholds, net of accumulated depletion, consisted of the following:

Depletion expense relating to mineral leaseholds recorded in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations was $6 million and $8 million during the three months ended September 30, 2026 and 2025, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $22 million and $25 million during the nine months ended September 30, 2026 and 2025, respectively.

11. Intangible Assets, Net

Intangible assets, net of accumulated amortization, consisted of the following:

As of September 30, 2026 and December 31, 2025, internal-use software included approximately $31 million and $55 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.

The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:

Estimated future amortization expense related to intangible assets is $8 million for the remainder of 2026, $34 million for 2027, $36 million for 2028, $33 million for 2029, $33 million for 2030 and $53 million thereafter.

12. Balance Sheet and Cash Flow Supplemental Information

Accrued liabilities consisted of the following:

Additional supplemental cash flow information for the nine months ended September 30, 2026 and 2025 and as of September 30, 2026 and December 31, 2025 is as follows:

13. Debt

Long-Term Debt

Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:

(1)The average effective interest rate on the 2024 Term Loan Facility (including the impacts of the interest rate swaps), the 2024-B Term Loan Facility (including the impacts of the interest rate swaps), and the RMB Term Loan Facility was 6.1%,6.3%, and 9.2%, respectively, during the nine months ended September 30, 2026. The average effective interest rate on the 2024 Term Loan Facility, the 2024-B Term Loan Facility, and the RMB Term Loan Facility was 6.6%,6.5%, and 9.2%, respectively, during the nine months ended September 30, 2025. As of September 30, 2026, the applicable margin on the 2024 Term Loan Facility, the 2024-B Term Loan Facility and the RMB Term Loan Facility was 2.25%,2.50% and 2.35%, respectively.

(2)The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.2% and 6.1% during the nine months ended September 30, 2026 and September 30, 2025, respectively.

Short-Term Debt

Short-term debt consisted of the following:

(1) The average effective interest rate on the Cash Flow Revolver, the RMB Revolving Credit Facility and the SEB Credit Facility was 8.3%,9.0% and 5.1%, respectively, during the nine months ended September 30, 2026. As of September 30,

2026, the applicable margin on the Cash Flow Revolver and the RMB Revolving Credit Facility was 2.25% and 2.36%, respectively.

(2)The outstanding balance as of December 31, 2025 is related to the previous SEB Credit Facility which expired in February 2026. The outstanding balance as of September 30, 2026 is related to the new SEB Credit Facility entered into in July 2026 as discussed below.

RMB Revolving Credit Facility

In October 2026, we drew down an additional 400 million ZAR (or approximately $24 million) on the RMB Revolving Credit Facility.

Emirates Revolver

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

SEB Credit Facility

In July 2026, our KSA subsidiary entered into a short-term working capital facility with Saudi Export Import Bank ("SEB Credit Facility") for an amount up to SAR 50 million (approximately $13 million). The maturity date under the facility is April 30, 2027. The SEB Credit Facility bears interest at a fixed rate of 5.63% on outstanding balances. In August 2026, we drew down the full amount of SAR 50 million (approximately $13 million) on the facility.

Itaù Unibanco S.A. Credit Facility

In July 2026, the Bank Itaù Facility was cancelled.

Insurance premium financing

In September 2026, the Company entered into a $26 million insurance premium financing agreement with a third-party financing company related to global policies. The financing balance required a 35% down payment and will be repaid in monthly installments over 8 months at a 7.6% fixed annual interest rate. At September 30, 2026, the financing balance was $15 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheets.

Debt Covenants

As of September 30, 2026, we are in compliance with all financial covenants in our debt facilities.

14. Derivative Financial Instruments

Derivatives recorded on the Condensed Consolidated Balance Sheets:

The following table is a summary of the fair value of derivatives outstanding at September 30, 2026 and December 31, 2025:

(a) At September 30, 2026 and December 31, 2025, current assets of $44 million and $12 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

Derivatives' Impact on the Condensed Consolidated Statements of Operations:

The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statements of Operations:

Interest Rate Risk

As of September 30, 2026, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing in March 2028 and $500 million maturing in September 2031) with the objective of using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.

At September 30, 2026 and December 31, 2025, the net unrealized gain of $38 million and the net unrealized loss of less than $1 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheets. For the three and nine months ended September 30, 2026, the amounts recorded in interest expense related to the interest-rate swap agreements were $1 million and $2 million, respectively, of which less than $1 million and $1 million was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and nine months ended September 30, 2025, the net amounts recorded in interest expense related to the interest-rate swap agreements were $2 million and $6 million, respectively.

Foreign Currency Risk

From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries. From time to time, we enter into foreign currency contracts used to hedge forecasted non-functional currency cost of goods sold and forecasted non-functional currency selling, general and administrative expenses ("SG&A expenses") for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars, put options or forward contracts to reduce the exposure. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales, costs of goods sold or SG&A expenses in the period in which the forecasted transaction affects earnings or are recognized in other expense, net when the transactions are no longer probable of occurring. As of September 30, 2026, we had notional amounts of 185 million Australian dollars ($129 million at the September 30, 2026 exchange rate) that expire between October 28, 2026 and December 29, 2026 to reduce the exposure of our Australian subsidiaries’ cost of sales to fluctuations in currency rates. As of September 30, 2026, we had notional amounts of 7 million Australian dollars ($5 million at the September 30, 2026 exchange rate) that expire between October 28, 2026 and December 29, 2026 to reduce the exposure of our Australian subsidiaries’ SG&A expenses to fluctuations in currency rates. As of September 30, 2026, we had notional amounts of 744 million South African Rand (or approximately $45 million at the September 30, 2026 exchange rate) that expire between October 28, 2026 and December 29, 2026 to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At September 30, 2026, there was a net unrealized gain of $2 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheets, which is expected to be fully recognized in earnings over the next twelve months. At December 31, 2025, there was a net realized gain of $1 million recorded in "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheets.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense, net” within the unaudited Condensed Consolidated Statements of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At September 30, 2026, there was (i)974 million South African Rand (or approximately $59 million at the September 30, 2026 exchange rate), (ii)146 million Australian dollars (or approximately $101 million at the September 30, 2026 exchange rate), (iii)165 million Pound Sterling (or approximately $219 million at the September 30, 2026 exchange rate), (iv)4 million Euro (or approximately $5 million at the September 30, 2026 exchange rate), and (v)153 million Saudi Riyal (or approximately $41 million at the September 30, 2026 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2025, there was (i)572 million South African Rand (or approximately $35 million at the December 31, 2025 exchange rate), (ii)161 million Australian dollars (or approximately $108 million at the December 31, 2025 exchange rate), (iii)213 million Pound Sterling (or approximately $286 million at the December 31, 2025 exchange rate), (iv)50 million Euro (or approximately $59 million at the December 31, 2025 exchange rate) and (v)83 million Saudi Riyal (or approximately $22 million at the December 31, 2025 exchange rate) of notional amounts of outstanding foreign currency contracts.

15. Fair Value

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:

Level 1 -Quoted prices in active markets for identical assets or liabilities

Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly

Level 3 -Unobservable inputs based on the Company’s own assumptions

Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both September 30, 2026 and December 31, 2025:

We determined the fair value of the 2024 Term Loan Facility, the 2024-B Term Loan Facility, the Senior Notes due 2029 and the Senior Secured Notes due 2030 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the RMB Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.

We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items.

16. Asset Retirement Obligations

Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows:

1 - Other, including change in estimates for the nine months ended September 30, 2026 includes a reduction in the liability related to Fuzhou's sale. Additionally, other, including change in estimates for the nine months ended September 30, 2025 includes a charge of $11 million related to the Botlek plant shutdown which is recorded in "Restructuring and other charges" on the condensed consolidated statements of operations. Refer to note 2 for further details.

17. Commitments and Contingencies

Purchase and Capital Commitments—Generally includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At September 30, 2026, purchase commitments were $114 million for the remainder of 2026, $295 million for 2027, $198 million for 2028, $158 million for 2029, $144 million for 2030, and $2,377 million thereafter.

Letters of Credit—At September 30, 2026, we had outstanding letters of credit and bank guarantees of $169 million, of which $70 million were letters of credit (including $38 million is related to the sale of Hawkins Point as discussed below), and $99 million were bank guarantees. Amounts for performance bonds were not material.

Environmental Matters—It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following:

Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the “Batch Attack Lagoon”) at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO 2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Condensed Consolidated Statements of Operations. As of September 30, 2026, we have a provision of $36 million, of which $21 million and $15 million are included in "Accrued Liabilities" and "Environmental liabilities", respectively, in our Condensed Consolidated Balance Sheets for the Hawkins Point Plant consistent with the accounting policy described above.

Other Matters—We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters is the following:

On September 3, 2025, a putative class action was filed in the U.S. District Court for the District of Connecticut against the Company and certain individual defendants. On January 22, 2026, the court appointed a lead plaintiff for the putative class. An amended complaint was filed on April 7, 2026. The amended complaint alleges that defendants violated the U.S. federal securities laws by making false and misleading statements in public filings and other public statements during the period from May 1, 2025 through July 30, 2025 with respect to the Company's financial outlook, demand for its pigment products, and competition in the European market. The case is in its early stages. No specific amount of damages has been alleged. On June 8, 2026, defendants filed a motion to dismiss the amended complaint. The motion was fully briefed as of September 11, 2026 and remains pending. The Company and the individual defendants intend to defend themselves vigorously against this lawsuit.

18. Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items

The tables below present changes in accumulated other comprehensive loss by component for the three months ended September 30, 2026 and 2025.

The tables below present changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2026 and 2025.

Repurchase of Common Stock

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 madeno repurchases of the Company's stock.

19. Share-Based Compensation

Tronox Holdings plc Amended and Restated Management Equity Incentive Plan

Tronox Holdings plc has adopted a management equity incentive plan named the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan which, amongst other things, permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board of Directors (the "Board") in its discretion deems appropriate, including any combination of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was 20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020, further increased by 3,200,000 on the affirmative vote of our shareholders on May 8, 2024, and further increased by 2,600,000 on the affirmative vote of our shareholders on April 28, 2026.

Restricted Share Units (“RSUs”)

2026 Grant - During the nine months ended September 30, 2026, the Company granted both time-based and performance-based awards to certain members of management. A total of 1,516,562 of time-based awards were granted to management which will vest ratably over athree-year period ending March 5, 2029. A total of 128,092 of time-based awards were granted to non-employee members of the Board which will vest in April 2027. A total of 1,454,552 of performance-based awards were granted, of which 727,276 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 727,276 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2029 based on the actual 2028 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company'sthree-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $14.78. The following weighted average assumptions were utilized to value the TSR grants:

The unrecognized compensation cost associated with all unvested awards at September 30, 2026 was $35 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

During the three months ended September 30, 2026 and 2025, we recorded $6 million and $5 million, respectively, of stock compensation expense. During the nine months ended September 30, 2026 and 2025, we recorded $17 million and $14 million, respectively, of stock compensation expense.

20. Pension and Other Postretirement Healthcare Benefits

The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

During the nine months ended September 30, 2026, the Company made contributions to its pension plans of $7 million. The Company expects to make approximately $3 million of pension contributions for the remainder of 2026.

For the three months ended September 30, 2026 and 2025, we contributed less than $1 million and $1 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2026 and 2025, we contributed $1 million and $3 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations.

21. Related Parties

Tasnee / Cristal

At September 30, 2026, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, owned 37,580,000 shares of Tronox, or a 24% ownership interest.

On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the “Option”) to acquire 90% of a special purpose vehicle (the “SPV”), to which AMIC’s ownership in a titanium slag smelter facility (the “Slagger”) in The Jazan City for Primary and Downstream Industries in KSA was contributed together with $322 million of AMIC indebtedness (the “AMIC Debt”).

Pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the “Tronox Loans”).

On May 13, 2020, May 23, 2023 and February 21, 2024, we amended the Option Agreement with AMIC (the "First Amendment", the "Second Amendment", and the "Third Amendment", respectively, and collectively, the "Amendments") to establish a definitive period during which Tronox and AMIC would discuss whether or not Tronox may acquire the Slagger (the "Renegotiation Period"). In the Third Amendment, we extended the Renegotiation Period until December 31, 2024. Until that date,65% of all chloride slag produced by the Slagger was delivered to Tronox as repayment in-kind of the Tronox Loans. The chloride slag was valued based on a widely published index for feedstock less a nominal discount (the "Slag Price"). Tronox purchased the remaining 35% of the chloride slag produced by the Slagger in cash at the Slag Price.

The Renegotiation Period expired on December 31, 2024 without any agreement on whether Tronox would acquire the Slagger. Then on February 11, 2025, we entered into a letter agreement with AMIC and its wholly owned subsidiary, Advanced Smelting Industries Co. Ltd. ("ASIC") pursuant to which all provisions of the Option Agreement and all related letter agreements were extinguished. This included the parties' respective rights and obligations in and to the Option Agreement, related letter agreements and any claims arising thereunder except for AMIC's obligation to repay the remaining Tronox Loans balance and all related interest accrued. Such final cash repayment occurred in February 2025. The parties also agreed that through December 31, 2026, Tronox will purchase certain quantities of Slag from ASIC based on the Slag Price.

The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statements of Operations:

The following table shows the amounts due to ASIC at period-end regarding feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our unaudited Condensed Consolidated Balance Sheets:

On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl 4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility,65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.

On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximatelyone andtwo years from September 30, 2026, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the unaudited Condensed Consolidated Balance Sheets.

Amounts regarding loan repayments for the MGT Loan, which are recorded on the unaudited Condensed Consolidated Statements of Operations within “Net sales,” are shown below:

As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows:

These purchases are subsequently recorded within “Cost of goods sold” on the unaudited Condensed Consolidated Statements of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the unaudited Condensed Consolidated Balance Sheets.

As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the unaudited Condensed Consolidated Statements of Operations, as shown below:

Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the unaudited Condensed Consolidated Balance Sheets, as shown below:

22. Segment Information

We operate our business underone operating segment, Tronox, which is also our reportable segment. The Tronox segment produces feedstock materials that can be processed into TiO 2 used in certain specialty applications. Tronox derives revenue across the world and it manages the business activities on a consolidated basis. The accounting policies of Tronox are the same as those of the consolidated company. The Company's chief operating decision maker ("CODM"), who is the CEO, reviews financial information presented at the consolidated level and decides how to allocate resources based on financial metrics, including net income. In addition to these financial metrics, the CODM also reviews monthly production figures along with future global sales demand forecasts to make decisions about ongoing production levels and how to allocate resources.

Net income, other financial metrics, production costs and sales forecasts are used to monitor budget versus actual results. As noted above, the CODM also determines how to allocate resources through his review of monthly production / manufacturing costs. Significant segment expenses, other than those disclosed in the Condensed Consolidated Statements of Operations, are as follows:

(a) Represents expenses during the period related to idle facility charges associated with production levels as well as charges related to reducing inventory to net realizable value when lower than production cost.

(b) Represents all other production related costs associated with cost of goods sold during the respective periods including salaries, ore costs, electricity, process chemicals, maintenance and other.