# Tronox Holdings plc (TROX) Informational only - not investment advice. CIK: 0001530804 SIC: 2810 Industrial Inorganic Chemicals SIC breadcrumb: [Manufacturing](/division/D/) > [Chemicals And Allied Products](/major-group/28/) > [SIC 2810 Industrial Inorganic Chemicals](/industry/2810/) Latest 10-K filed: 2026-02-20 SEC page: https://www.sec.gov/edgar/browse/?CIK=1530804 Filing source: https://www.sec.gov/Archives/edgar/data/1530804/000153080426000006/trox-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2898000000 | USD | 2025 | 2026-02-20 | | Net income | -470000000 | USD | 2025 | 2026-02-20 | | Assets | 6217000000 | USD | 2025 | 2026-02-20 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001530804.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2011 | 2012 | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | | | 1,309,000,000 | 1,698,000,000 | 1,819,000,000 | 2,642,000,000 | 2,758,000,000 | 3,572,000,000 | 3,454,000,000 | 2,850,000,000 | 3,074,000,000 | 2,898,000,000 | | Net income | | | | | -61,000,000 | -285,000,000 | -7,000,000 | -109,000,000 | 969,000,000 | 286,000,000 | 497,000,000 | -316,000,000 | -48,000,000 | -470,000,000 | | Operating income | | | | | -53,000,000 | 141,000,000 | 200,000,000 | 95,000,000 | 271,000,000 | 577,000,000 | 458,000,000 | 186,000,000 | 219,000,000 | -253,000,000 | | Gross profit | | | | | 133,000,000 | 389,000,000 | 498,000,000 | 464,000,000 | 621,000,000 | 895,000,000 | 832,000,000 | 462,000,000 | 515,000,000 | 269,000,000 | | Diluted EPS | | | -1.11 | -3.74 | | | -0.06 | -0.78 | 6.69 | 1.81 | 3.16 | -2.02 | -0.31 | -2.97 | | Operating cash flow | 263,000,000 | 118,000,000 | 337,000,000 | 141,000,000 | | | | | 355,000,000 | 740,000,000 | 598,000,000 | 184,000,000 | 300,000,000 | 60,000,000 | | Capital expenditures | | | | | 86,000,000 | 91,000,000 | 117,000,000 | 198,000,000 | 195,000,000 | 272,000,000 | 428,000,000 | 261,000,000 | 370,000,000 | 341,000,000 | | Dividends paid | | | | | 46,000,000 | 23,000,000 | 23,000,000 | 27,000,000 | 40,000,000 | 65,000,000 | 87,000,000 | 89,000,000 | 80,000,000 | 48,000,000 | | Share buybacks | | | 0.00 | 0.00 | | 0.00 | 0.00 | 288,000,000 | 0.00 | 0.00 | 50,000,000 | 0.00 | 0.00 | | | Assets | | | | | 4,964,000,000 | 4,864,000,000 | 4,642,000,000 | 5,268,000,000 | 6,568,000,000 | 5,987,000,000 | 6,306,000,000 | 6,134,000,000 | 6,038,000,000 | 6,217,000,000 | | Liabilities | | | | | 3,811,000,000 | 3,849,000,000 | 3,780,000,000 | 4,352,000,000 | 4,697,000,000 | 3,945,000,000 | 3,903,000,000 | 4,154,000,000 | 4,247,000,000 | 4,768,000,000 | | Stockholders' equity | | | | | 1,009,000,000 | 829,000,000 | 683,000,000 | 748,000,000 | 1,698,000,000 | 1,994,000,000 | 2,357,000,000 | 1,936,000,000 | 1,761,000,000 | 1,418,000,000 | | Cash and cash equivalents | | | | | 248,000,000 | 1,116,000,000 | 1,034,000,000 | 302,000,000 | 619,000,000 | 228,000,000 | 164,000,000 | 273,000,000 | 151,000,000 | 199,000,000 | | Free cash flow | | | | | | | | | 160,000,000 | 468,000,000 | 170,000,000 | -77,000,000 | -70,000,000 | -281,000,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2011 | 2012 | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | | | -4.66% | -16.78% | -0.38% | -4.13% | 35.13% | 8.01% | 14.39% | -11.09% | -1.56% | -16.22% | | Operating margin | | | | | -4.05% | 8.30% | 11.00% | 3.60% | 9.83% | 16.15% | 13.26% | 6.53% | 7.12% | -8.73% | | Return on equity | | | | | -6.05% | -34.38% | -1.02% | -14.57% | 57.07% | 14.34% | 21.09% | -16.32% | -2.73% | -33.15% | | Return on assets | | | | | -1.23% | -5.86% | -0.15% | -2.07% | 14.75% | 4.78% | 7.88% | -5.15% | -0.79% | -7.56% | | Liabilities / equity | | | | | 3.78 | 4.64 | 5.53 | 5.82 | 2.77 | 1.98 | 1.66 | 2.15 | 2.41 | 3.36 | | Current ratio | | | | | 4.85 | 7.48 | 8.48 | 2.95 | 3.14 | 2.49 | 2.31 | 2.84 | 2.47 | 2.46 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001530804.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 2.37 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 0.77 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.15 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 794,000,000 | -269,000,000 | -1.72 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 662,000,000 | -14,000,000 | -0.09 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 686,000,000 | -56,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 774,000,000 | -9,000,000 | -0.06 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 820,000,000 | 16,000,000 | 0.10 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 804,000,000 | -25,000,000 | -0.16 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 676,000,000 | -30,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 738,000,000 | -111,000,000 | -0.70 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 731,000,000 | -84,000,000 | -0.53 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 699,000,000 | -99,000,000 | -0.63 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 730,000,000 | -176,000,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 760,000,000 | -103,000,000 | -0.65 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1530804/000153080426000010/trox-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-07 Report date: 2026-03-31 Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with Tronox Holdings plc’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “would”, “could”, “can”, “may”, and similar terms. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein. Overview 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 TiO2 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 TiO2 at our seven TiO2 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 TiO2 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. Business Environment The following discussion includes trends and factors that may affect future operating results: First quarter revenue increased 3% compared to the prior year, primarily driven by higher sales volumes of TiO2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of TiO2 and zircon including mix and lower sales volumes of pig iron. For the first quarter of 2026 as compared to the first quarter of 2025, TiO2 revenue increased 5% driven by a 5% increase in sales volumes and 4% exchange rate tailwind partially offset by a 4% decline in average selling prices including mix. Zircon revenue increased 29% from the first quarter of 2025 to the first quarter of 2026 due to a 57% increase in sales volumes partially offset by a 28% decline in average selling prices including mix. Revenue from other products decreased 35% from the first quarter of 2025 to the first quarter of 2026 primarily due to lower sales volume of pig iron. Gross profit decreased for the first quarter of 2026 as compared to the first quarter of 2025 due to lower average selling prices including mix, exchange rate headwinds, and higher freight and production costs, including unfavorable idle facility and lower of costs or market charges partially offset by higher sales volumes and lower corporate costs. Sequentially, revenue increased 4% in the first quarter of 2026 compared to the fourth quarter of 2025 primarily due to higher sales volumes of TiO2 and zircon and higher average selling prices of TiO2 including mix partly offset by a decrease in sales volumes of pig iron. TiO2 revenues increased 7%, driven by a 4% increase in sales volume and a 3% increase in average 32 Table of Contents selling prices including mix. Zircon revenue increased 14% sequentially driven by a 14% increase in sales volumes while average selling prices remained flat to the fourth quarter of 2025. Revenue from other products decreased by 27% from the fourth quarter of 2025 to the first quarter of 2026 primarily due to lower sales volumes of pig iron. Gross profit increased from the fourth quarter of 2025 to the first quarter of 2026 due to higher TiO2 average selling prices including mix, higher sales volumes of TiO2 and zircon, and lower production costs, including favorable idle facility and lower of cost or market charges partially offset by unfavorable exchange rate impacts, and higher freight costs and corporate costs. As of March 31, 2026, our total available liquidity was $406 million, including $126 million in cash and cash equivalents and $280 million available under revolving credit agreements. As of March 31, 2026, our total debt was $3.3 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.1x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 13 of notes to condensed consolidated financial statements for further details. Condensed Consolidated Results of Operations Three Months Ended March 31, 2026 compared to the Three Months Ended March 31, 2025 Three Months Ended March 31, 2026 2025 Variance Net sales $ 760  $ 738  $ 22  Cost of goods sold 716  639  77  Gross profit 44  99  (55) Gross Margin 5.8  % 13.4  % (7.6) pts Restructuring and other charges 14  86  (72) Selling, general and administrative expenses 71  74  (3) Loss from operations (41) (61) 20  Interest expense (53) (42) (11) Interest income 2  2  —  Other expense, net (12) (5) (7) Loss before income taxes (104) (106) 2  Income tax provision —  (5) 5  Net loss $ (104) $ (111) $ 7  Effective tax rate —  % (5) % EBITDA (1) $ 22  $ 5  $ 17  Adjusted EBITDA (1) $ 62  $ 112  $ (50) Net loss as a % of Net Sales (1) (13.7) % (15.0) % 1.3 pts Adjusted EBITDA as % of Net Sales (1) 8.2  % 15.2  % (7.0) pts _______________ (1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss. Net sales of $760 million for the three months ended March 31, 2026 increased by 3%, compared to $738 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO2 and zircon. 33 Table of Contents Net sales by type of product for the three months ended March 31, 2026 and 2025 were as follows: Three Months Ended March 31, 2026 2025 Variance Percentage TiO2 $ 616  $ 584  $ 32  5  % Zircon 89  69  20  29  % Other products 55  85  (30) (35) % Total net sales $ 760  $ 738  $ 22  3  % For the three months ended March 31, 2026, TiO2 revenue was higher by 5% or $32 million compared to the prior year quarter primarily due to an increase of $32 million in sales volumes partially offset by a decrease of $22 million in average selling prices, including mix. Foreign currency positively impacted TiO2 revenue by $22 million primarily due to the strengthening of the Euro. Zircon revenue increased $20 million primarily due to a 57% increase in sales volumes partially offset by a 28% decrease in average selling prices including mix. Other products revenue decreased $30 million from the year-ago quarter primarily due to a decrease in sales volumes of pig iron. Gross profit of $44 million was 5.8% of net sales compared to 13.4% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to: •the unfavorable impact of 5 points primarily due to a decrease in average selling prices including mix, •the unfavorable impact of 2 points due to increased cost structures, higher idle facility and lower of costs or net realizable value charges and, •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 •the favorable impact of 2 points due to increased volumes of zircon. Restructuring and other charges of $14 million for the three months ended March 31, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details. Selling, general and administrative expenses of $71 million decreased $3 million compared to the same period of 2025 primarily due to a $5 million decrease in professional services partially offset by a $2 million increase in employee costs. Loss from operations for the three months ended March 31, 2026 was $41 million compared to $61 million in the prior year period. The decrease of $20 million was primarily due to higher sales volumes of TiO2 and Zircon, the decrease in restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of TiO2 and Zircon as discussed above. 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. Other expense, net for the three months ended March 31, 2026 primarily consisted of approximately $7 million of net realized and unrealized foreign currency losses, $3 million of fees associated with the utilization of the Securitization Facility and $1 million pension expense related to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount was driven by other individually immaterial amounts. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom.  The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets. The effective tax rate was 0% and (5)% for the three months ended March 31, 2026 and 2025, respectively. The effective tax rates for the three months ended March 31, 2026 and 2025 are impacted by a variety [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with Tronox Holdings plc's consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other sections in this Annual Report on Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in Item 1A. “Risk Factors.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-K with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein. Executive Overview Tronox Holdings plc (referred to herein as "Tronox", "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 TiO2 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 TiO2 at our seven 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 TiO2 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. Business Environment The following discussion includes trends and factors that may affect future operating results: Fourth quarter revenue increased 8% compared to the prior year, driven by higher sales volumes of TiO2 and zircon, higher sales of other products, and favorable exchange rate impacts partially offset by lower average selling prices, including mix of TiO2 and zircon. For the fourth quarter of 2025 as compared to the fourth quarter of 2024, TiO2 revenue increased 8%, driven by a 13% increase in volumes and a 3% exchange rate tailwind partially offset by an 8% decrease in average selling prices including mix. Zircon revenue increased 4% driven by a 27% increase in volumes partially offset by a 23% decrease in average selling prices including mix. Revenue from other products increased 10% mainly due to higher sales volumes of pig iron. Gross profit decreased for the fourth quarter of 2025 as compared to the fourth quarter of 2024 due to unfavorable impacts of average selling prices and mix and higher production costs and freight costs. These unfavorable impacts were partially offset by higher TiO2 and zircon sales volumes and favorable exchange rate movements. Sequentially, revenue increased 4% in the fourth quarter of 2025 compared to the third quarter of 2025 driven by higher sales volumes of TiO2 and zircon partially offset by unfavorable average selling prices including mix and lower sales volumes of heavy mineral concentrate tailings. TiO2 revenue increased 5% in the fourth quarter of 2025 compared to the third quarter of 2025 driven by a 9% increase in volumes partially offset by a 4% decline in average selling prices including mix. Zircon revenue increased 54 TABLE OF CONTENTS 32% driven by a 42% increase in volumes partially offset by an 10% decrease in average selling prices including mix. Other products revenues decreased 17% sequentially primarily due to higher heavy mineral concentrate tailings sales in the third quarter. Gross profit decreased sequentially from the third quarter of 2025 to the fourth quarter of 2025 due to lower average selling prices and mix, lower other products revenue partially offset by higher sales volumes of TiO2 and zircon and improved production costs. As of December 31, 2025, our total available liquidity was $674 million, including $199 million in cash and cash equivalents and $475 million available under revolving credit agreements. As of December 31, 2025, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 9.0x. The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 15 of notes to consolidated financial statements for further details. Consolidated Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Year Ended December 31, 2025 2024 Variance (Millions of U.S. Dollars) Net sales $ 2,898  $ 3,074  $ (176) Cost of goods sold 2,629  2,559  70  Gross profit $ 269  $ 515  $ (246) Gross Margin 9.3  % 16.8  % (7.5)  pts Restructuring and other charges 232  —  232  Selling, general and administrative expenses 290  296  (6) (Loss) Income from operations (253) 219  (472) Interest expense (189) (167) (22) Interest income 6  10  (4) Loss on extinguishment of debt —  (3) 3  Other (expense) income, net (22) 14  (36) (Loss) Income before income taxes (458) 73  (531) Income tax provision (15) (127) 112  Net loss $ (473) $ (54) $ (419) Effective tax rate (3) % 174  % (177) pts EBITDA(1) $ 27  $ 515  $ (488) Adjusted EBITDA(1) $ 336  $ 564  $ (228) Net loss as % of Net Sales (16.3) % (1.8) % (14.5) pts Adjusted EBITDA as % of Net Sales(1) 11.6  % 18.3  % (6.7)  pts _____________________ (1)    EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S. GAAP financials measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss. Net sales of $2,898 million for the year ended December 31, 2025 decreased by 6% compared to $3,074 million for the same period in 2024. Revenue decreased primarily due to both lower sales volumes and average selling prices of TiO2 and zircon. Net sales by type of product for the years ended December 31, 2025 and 2024 were as follows: 55 TABLE OF CONTENTS The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2025 2024 Variance Percentage TiO2 $ 2,298  $ 2,407  $ (109) (5) % Zircon 274  322  (48) (15) % Other products 326  345  (19) (6) % Total net sales $ 2,898  $ 3,074  $ (176) (6) % For the year ended December 31, 2025, TiO2 revenue decreased $109 million, or 5%, compared to the prior year due to a $83 million decrease in average selling prices including mix and a $54 million decrease in sales volumes. Foreign currency positively impacted TiO2 revenue by $28 million due primarily to the strengthening of the Euro. Zircon revenues decreased $48 million primarily due to a 14% decrease in average selling prices including mix and a 1% decrease in sales volumes. Other products revenue decreased primarily due to a decrease in sales volumes of heavy mineral concentrate tailings. Gross profit of $269 million for the year ended December 31, 2025 was 9.3% of net sales compared to 16.8% of net sales for the same period in 2024. The decrease in gross margin is primarily due to: •the unfavorable impact of 4 points due to a decrease in TiO2 and Zircon selling prices, •the unfavorable impact of 3 points due to higher production costs and freight costs, and •the unfavorable impact of 1 point due to decreased volumes of TiO2 and Zircon, partially offset by •the favorable impact of 1 point due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar. Restructuring and other charges of $232 million for the year ended December 31, 2025 was related to both the Botlek and Fuzhou plant closures. Refer to Note 3 of notes to consolidated financial statements for further details. Selling, general and administrative ("SG&A") expenses decreased $6 million when comparing the year ended December 31, 2025 to the prior year. The SG&A expenses decrease was primarily driven by a $7 million decrease in employee costs and a $3 million decrease in travel and entertainment expenses partially offset by a $4 million increase due to loss on asset disposals. The remaining net difference was driven by individually immaterial amounts. Loss from operations for the year ended December 31, 2025 of $253 million, decreased by $472 million or 216% compared to income from operations of $219 million for the same period in 2024 which is primarily attributable to lower sales volumes and lower average selling prices of both TiO2 and zircon as well as restructuring and other charges of $232 million partially offset by lower selling, general and administrative expenses. Interest expense for the year ended December 31, 2025 increased $22 million compared to the same period in 2024 primarily due to the increase in both the outstanding short-term debt balances period over period and the new senior secured notes entered into in September 2025. Interest income for the year ended December 31, 2025 decreased $4 million compared to the same period in 2024 primarily due to an overall decrease in our cash balances period over period. Other (expense) income, net for the year ended December 31, 2025 primarily consisted of approximately $13 million of fees associated with the utilization of the Securitization Facility, $6 million of net realized and unrealized foreign currency losses and $2 million of 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. We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom. Future provisions for income taxes associated with 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 other specific tax assets. The effective tax rate was (3)% and 174% for the years ended December 31, 2025 and 2024, respectively. The effective tax rates for the year ended December 31, 2025 and 2024 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. Additionally, the effective tax rate for the year ended December 31, 2024 is significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands. Refer to Note 6 of notes to consolidated financial statements for further information. 56 TABLE OF CONTENTS Net loss as a percentage of net sales was (16.3)% for the year ended December 31, 2025 as compared to (1.8)% for the year ended December 31, 2024. The primary driver of the year-over-year increase in Net loss as a percentage of net sales is the restructuring charges related to the Botlek and Fuzhou plant closures as well as the lower gross profit due to both lower sales volumes and average selling prices and higher production costs and freight costs. Adjusted EBITDA as a percentage of net sales was 11.6% for the year ended December 31, 2025 as compared to 18.3% in the prior year due to the lower gross margin as a result of decreases in average selling prices, including mix for both TiO2 and zircon and a decrease in TiO2, zircon and other product sales volumes. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 A discussion of our results of operations for the year ended December 31, 2024 versus December 31, 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operation”, included in our Annual Report on Form 10-K for the year ended December 31, 2024. Other Comprehensive Income (Loss) There was an other comprehensive income of $167 million for the year ended December 31, 2025 compared to other comprehensive loss of $74 million for the year ended December 31, 2024. This increase in comprehensive income was primarily driven by the favorable foreign currency translation adjustments of $178 million for the year ended December 31, 2025 as compared to unfavorable foreign currency translation adjustments of $80 million in the prior year. Additionally, we recognized net losses on derivative instruments of $12 million in the year ended December 31, 2025 as compared to net losses on derivative instruments of $2 million in the prior year as well as pension and postretirement gain of $1 million for the year ended December 31, 2025 as compared to pension and postretirement gains of $8 million in the prior year. A discussion of our comprehensive (loss) income for the year ended December 31, 2024 versus December 31, 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Comprehensive (Loss) Income”, included in our Annual Report on Form 10-K for the year ended December 31, 2024. Liquidity and Capital Resources During 2025, our liquidity increased by $96 million to $674 million. The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates: December 31, 2025 December 31, 2024 Cash and cash equivalents $ 199  $ 151  Available under the Cash Flow Revolver 332  305  Available under the RMB Credit Facility 72  42  Available under the Emirates Revolver 67  63  Available under the SABB Facility1 —  12  Available under the Bank Itau Facility 4  5  Total $ 674  $ 578  1 - The SABB Credit Facility was cancelled in September 2025. Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of secured and unsecured notes, bank financings, borrowings under lines of credit and other financing arrangements. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 15 of notes to consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions including tariffs, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity. Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2025, compared to $1.3 billion at December 31, 2024. As of and for the year ended December 31, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 18% of our total consolidated liabilities, approximately 44% of our total consolidated assets, approximately 45% of our total consolidated net sales and approximately 53% of our Consolidated EBITDA 57 TABLE OF CONTENTS (as such term is defined in the respective Indenture). In addition, as of December 31, 2025, our non-guarantor subsidiaries had $846 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes and 2030 Notes. See Note 15 of notes to consolidated financial statements for additional information. At December 31, 2025, we had outstanding letters of credit and bank guarantees of $155 million. See Note 20 of notes to consolidated financial statements. Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets. Our credit rating with Moody’s changed from Ba3 stable outlook at December 31, 2024 to B2 negative outlook at December 31, 2025. Our credit rating with Standard & Poor's rating changed from B positive and stable outlook at December 31, 2024 to CCC+ and negative outlook at December 31, 2025. See Note 15 of notes to consolidated financial statements. Cash and Cash Equivalents We consider all investments with original maturities of three months or less to be cash equivalents. As of December 31, 2025, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk. The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including various mine extension and development projects, continued reductions in our debt and continued dividends. Repatriation of Cash At December 31, 2025, we held $199 million in cash and cash equivalents in these respective jurisdictions: $7 million in the United States, $33 million in South Africa, $57 million in Australia, $35 million in Brazil, $19 million in Saudi Arabia, $21 million in China, $26 million in Europe and $1 million in India. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2025, we held approximately $12 million of restricted cash of which $10 million is in the US related to the annual payment for the Hawkins Point Plant environmental liability (refer to Note 20 of notes to consolidated financial statements for further details), with the remaining balance in South Africa related to a profit-sharing arrangement and in Australia related to performance bonds. At December 31, 2025, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings. 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 reconciliation in Note 6 to the consolidated financial statements. Stock Repurchases 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 year ended December 31, 2025, we made no repurchases of the Company's stock. Cash Dividends on Ordinary Shares On February 11, 2026, the Board declared a quarterly dividend of $0.05 per share to holders of our ordinary shares at the close of business on February 23, 2026, which will be paid on April 2, 2026. 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 58 TABLE OF CONTENTS exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. As of December 31, 2025, we had financed inventory of $50 million and $2 million of accrued interest, which were included in “Obligations under inventory financing arrangements” and “Accrued Liabilities”, respectively, on the Consolidated Balance Sheets. We have $2 million for the year ended December 31, 2025 of financing charges that were recorded within “Interest Expense” on the Consolidated Statement of Operations. 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. Debt Obligations On September 26, 2025, Tronox Incorporated, a Delaware corporation (the "Issuer"), a wholly owned indirect subsidiary of Tronox Holdings plc, closed an offering of $400 million aggregate principal amount of its 9.125% senior secured notes due 2030 (the "Notes"). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the "Indenture") among the Issuer and the Company and, as described below, certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee and collateral agent. The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company's 4.625% Senior Notes due 2029, if on such date, the aggregate principal amount of the Senior Notes due 2029 outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets. At December 31, 2025 and 2024, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.2 billion and $2.9 billion, respectively. At December 31, 2025 and 2024, our net debt (the excess of our debt over cash and cash equivalents) was $3.0 billion and $2.7 billion, respectively. As of February 13, 2026, the total outstanding principal balance on our short-term debt facilities was approximately $77 million. See Note 15 of notes to consolidated financial statements for further details. Off-Balance Sheet Arrangements In March 2022, the Company entered into an accounts receivable securitization program ("Securitization Facility") with a financial institution, through our wholly-owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC ("SPE"). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million. In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and extended the program term to November 2025. In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remained at $200 million and November 2025, respectively. In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million. In March 2025, the Securitization Facility was amended (the "Fifth Amendment") to extend the program term to March 2028. See "Note 9 - Accounts Receivable Securitization Program" in notes to consolidated financial statements for further details regarding this off-balance sheet program. Cash Flows Years Ended December 31, 2025 and 2024 59 TABLE OF CONTENTS The following table presents cash flow for the periods indicated: Year Ended December 31, 2025 2024 (Millions of U.S. dollars) Net cash provided by operating activities $ 60  $ 300  Net cash used in investing activities (328) (343) Net cash provided by (used in) financing activities 321  (71) Effect of exchange rate changes on cash and cash equivalents and restricted cash 6  (7) Net increase (decrease) in cash and cash equivalents $ 59  $ (121) Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss adjusted for non-cash items and changes in working capital items. The following table summarizes our net cash provided by operating activities for 2025 and 2024: Year Ended December 31, 2025 2024 (Millions of U.S. dollars) Net loss $ (473) $ (54) Net adjustments to reconcile net loss to net cash provided by operating activities 635  457  Income related cash generation 162  403  Net change in assets and liabilities (102) (103) Net cash provided by our operating activities $ 60  $ 300  Net cash provided by operating activities was $60 million in 2025 as compared to $300 million in 2024. The decrease of $240 million period over period is primarily due to a $241 million decrease in income related cash generation and a decrease of $1 million in the use of cash for net assets and liabilities. The lower use of cash for working capital was primarily driven by decreases in the use of cash for inventories of $89 million, increase in the cash provided by prepaid and other current assets of $19 million and a decrease in the use of cash for long-term other assets and liabilities for $16 million partially offset by increases in the use of cash for accounts payable and accrued liabilities of $15 million, an increase in the use of cash for restructuring payments of $76 million and a decrease in cash provided by accounts receivable of $20 million and a change of $12 million in net changes in income tax payables and receivables. Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2025 was $328 million as compared to $343 million for the year ended December 31, 2024. The $15 million decrease in use of cash year over year is primarily driven by lower capital expenditures of $341 million during the current year as compared to $370 million in the prior year. Additionally, there was $15 million of cash received for the repayment of our loan with AMIC related to the titanium slag smelter facility in the current year and proceeds of $21 million from the sale of a royalty interest in certain Canadian mineral properties in the prior year. Cash Flows provided by (used in) Financing Activities — Net cash provided by financing activities during the year ended December 31, 2025 was $321 million as compared to cash used in financing activities of $71 million for the year ended December 31, 2024. The current year is primarily comprised of net proceeds from long-term debt of $371 million and net proceeds from inventory financing arrangement of $50 million partially offset by dividend payments of $48 million and net repayments of short-term debt of $44 million. The prior year was primarily comprised of dividends paid of $80 million and total net proceeds of $26 million of long-term debt and short-term debt. Years Ended December 31, 2024 and 2023 A discussion of our cash flows for the year ended December 31, 2024 versus 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows”, included in our Annual Report on Form 10-K for the year ended December 31, 2024. Contractual Obligations 60 TABLE OF CONTENTS The following table sets forth information relating to our contractual obligations as of December 31, 2025: Contractual Obligation Payments Due by Period(3) Total Less than 1 year 1-3 years 3-5 years More than 5 years Long-term debt and lease financing (including interest)(1) $ 4,130  $ 293  $ 463  $ 2,460  $ 914  Purchase obligations(2) 3,461  349  492  342  2,278  Operating leases 298  37  60  49  152  Pension and other post-retirement benefit obligations(4) 224  28  45  44  107  Asset retirement obligations and environmental liabilities(5) 535  37  59  61  378  Total $ 8,648  $ 744  $ 1,119  $ 2,956  $ 3,829  __________________ (1)We calculated our various term loan facilities' interest at a SOFR plus an applicable margin. See Note 15 of notes to our consolidated financial statements. (2)Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2026. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations. (3)The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments. (4)Pension and other post-retirement benefit ("OPEB") obligations of $224 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2026 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2035. Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2026 and unfunded benefit payments after 2035 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 23 in notes to consolidated financial statements for further discussion on our pension and OPEB plans. (5)Amounts are shown at the undiscounted and uninflated values. Non-U.S. GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted net loss attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, which are used by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net loss excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net income attributable to Tronox as net loss attributable to Tronox excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net income per share attributable to Tronox as Diluted net income per share excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Management believes that EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox differently than we do, EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures: •reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results; 61 TABLE OF CONTENTS •provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and •provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring. These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s performance when determining incentive compensation. The following table reconciles net loss to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2025 and December 31, 2024: Year Ended December 31, 2025 2024 2023 Net loss (U.S. GAAP) (473) (54) (314) Interest expense 189  167  158  Interest income (6) (10) (18) Income tax provision 15  127  363  Depreciation, depletion and amortization expense 302  285  275  EBITDA (non-U.S. GAAP) 27  515  464  Share-based compensation(a) 20  21  21  Loss on extinguishment of debt(b) —  3  —  Foreign currency remeasurement(c) 6  (1) (6) Accretion expense and other adjustments to asset retirement and environmental obligations(d) 9  23  22  Accounts receivable securitization program(e) 13  15  12  Sale of royalty interest(f) —  (28) —  Restructuring and other charges(g) 232  —  —  Other items(h) 29  16  11  Adjusted EBITDA (non-U.S. GAAP) $ 336  $ 564  $ 524  Year Ended December 31, 2025 2024 2023 Net sales $ 2,898  $ 3,074  $ 2,850  Net loss (U.S. GAAP) $ (473) $ (54) $ (314) Net loss (U.S. GAAP) as a % of Net sales (16.3) % (1.8) % (11.0) % Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales 11.6  % 18.3  % 18.4  % December 31, 2025 2024 Long-term debt, net $ 3,132  $ 2,759  Short-term debt 51  65  Long-term debt due within one year 39  35  (Less) Cash and cash equivalents (199) (151) Net debt $ 3,023  $ 2,708  Adjusted EBITDA (non-U.S. GAAP) (see above) $ 336  $ 564  Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 9.0x 4.8x 62 TABLE OF CONTENTS ________________ (a)Represents non-cash share-based compensation. See Note 22 of notes to consolidated financial statements. (b)2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. See Note 15 of notes to consolidated financial statements. (c)Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other expense (income), net" in the Consolidated Statements of Operations. (d)Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities. (e)Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure. (f)Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the Consolidated Statements of Operations. (g)Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures Refer to Note 3 of notes to consolidated financial statements. (h)Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other expense (income), net” in the Consolidated Statements of Operations. The following table reconciles Net loss attributable to Tronox to Adjusted net loss attributable to Tronox for the periods presented: Year Ended December 31, 2025 2024 2023 Net loss attributable to Tronox Holdings plc (U.S. GAAP) $ (470) $ (48) $ (316) Loss on extinguishment of debt(a) —  3  —  Sale of royalty interest(b) —  (21) —  Restructuring and other charges(c) 228  —  —  Other(d) 5  5  (1) Tax valuation allowance(e) —  49  293  Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP) (1)(2) $ (237) $ (12) (24) Diluted net loss per share (U.S. GAAP) $ (2.97) $ (0.31) $ (2.02) Loss on extinguishment of debt, per share —  0.02  —  Sale of royalty interest, per share —  (0.13) —  Restructuring and other charges, per share 1.44  —  —  Other, per share 0.03  0.03  (0.01) Tax valuation allowance, per share —  0.31  1.88  Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2) $ (1.50) $ (0.08) $ (0.15) Weighted average shares outstanding, diluted (in thousands) 158,484  157,819  156,397  63 TABLE OF CONTENTS (a) 2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. (b) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the Consolidated Statements of Operations. (c) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures. Refer to Note 3 of notes to consolidated financial statements. (d) Represents other activity not representative of the ongoing operations of the Company. (e) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian and Netherlands jurisdictions. 2023 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Australian jurisdiction. (1) Only the sale of royalty interest and restructuring and other charges have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. (2) Diluted adjusted net income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions regarding matters that are inherently uncertain and that ultimately affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical, as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. The following is a summary of certain accounting policies considered critical by management. Asset Retirement Obligations To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Because AROs represent financial obligations to be settled in the future, uncertainties exist in estimating the timing and amount of the associated costs to be incurred. Fair value is measured using expected future cash outflows, adjusted for expected inflation and discounted at our credit-adjusted risk-free interest rate. No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Management believes these estimates and assumptions are reasonable; however, they are inherently uncertain. Refer to Notes 19 to the consolidated financial statements for a summary of the estimates and assumptions utilized. At December 31, 2025, AROs were $215 million of which the long-term portion of $198 million is recorded in "Asset retirement obligations" and the short-term portion of $17 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet. Environmental Matters Liabilities for environmental matters are recognized when it is probable that a liability has been incurred and the related 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 or reasonably possible environmental loss in excess of our recorded liabilities. At December 31, 2025, environmental liabilities (both short term and long term) were $55 million, of which the long-term portion of $39 million and the short-term portion of $16 million are recorded in "Environmental liabilities" and "Accrued liabilities", respectively, in the Consolidated Balance Sheet. For further discussion, see Environmental Matters included elsewhere in this section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Notes 2 and 20 to the consolidated financial statements. Income Taxes We have operations in several countries around the world and are subject to income and similar taxes in these countries. The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax 64 TABLE OF CONTENTS positions. Although we believe our tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters. Deferred tax assets and liabilities are determined based on temporary differences between the financial statement amounts and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance with a corresponding adjustment to earnings or other comprehensive income (loss) as appropriate. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighed to determine whether a valuation allowance should be recorded. The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Notes 2 and 6 to the consolidated financial statements for additional information. Contingencies From time to time, we may be subject to 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 or 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. Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Refer to Notes 2 and 20 to the consolidated financial statements for additional information. Long-Lived Assets Key estimates related to long-lived assets (property, plant and equipment, mineral leaseholds, and intangible assets) include useful lives, recoverability of carrying values, and the existence of any asset retirement obligations. As a result of future decisions, such estimates could be significantly modified. The estimated useful lives of property, plant and equipment range from two to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates, and industry information. These estimates include an assumption regarding periodic maintenance. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly. We evaluate the recoverability of the carrying value of long-lived assets that are held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. For assets that satisfy the criteria to be classified as held for sale, an impairment loss, if any, is recognized to the extent the carrying amount exceeds fair value, less cost to sell. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined. Pension and Postretirement Benefits We provide pension benefits for qualifying employees in the United States and internationally, with the largest in the United Kingdom. Because pension benefits represent financial obligations that will ultimately be settled in the future with employees who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans. The company utilizes the services of 65 TABLE OF CONTENTS independent actuaries, whose models are used to help facilitate these calculations. Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements; the most significant variables in the models are the expected rate of return on plan assets, the discount rate, and the expected rate of compensation increase. Management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. However, actual results in any given year often differ from actuarial assumptions due to economic events and different rates of retirement, mortality, and turnover. Refer to Notes 2 and 23 to the consolidated financial statements for a summary of the plan assumptions and additional information on our pension arrangements. Expected Return on Plan Assets — In forming the assumption of the long-term rate of return on plan assets, we consider the expected earnings on funds already invested, earnings on contributions expected to be made in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for the plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors. A 100 basis point change in these expected long-term rates of return, with all other variables held constant, would change our pension expense by approximately $2 million. Discount Rate — The discount rates selected for estimation of the actuarial present value of the benefit obligations are determined based on the prevailing market rate for high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans. These rates change from year to year based on market conditions that affect corporate bond yields. A 100 basis points change in discount rates, with all other variables held constant, would have a less than $1 million impact to our pension expense. A 100 basis points reduction in discount rates would increase the PBO by approximately $19 million whereas a 100 basis point increase in discount rates would decrease the PBO by approximately $17 million. Rates of Compensation Increase - We determine these rates based on review of the underlying long-term salary increase trend characteristic of the local labor markets and historical experience, as well as comparison to peer companies. A 100 basis points change in the expected rate of compensation increase, with all other variables held constant, would change our pension expense by approximately $1 million. A 100 basis points reduction or increase in rate of compensation would change the PBO by approximately $5 million. Recent Accounting Pronouncements See Note 2 of notes to Consolidated Financial Statements for recently issued accounting pronouncements. Environmental Matters We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We believe we are in compliance with applicable environmental rules and regulations in all material respects. Refer to Item 3. Legal Proceedings for further information.