Form 8-K

8-K — KRONOS WORLDWIDE INC

Accession: 0001257640-26-000023

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001257640

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — kro-20260506x8k.htm (Primary)

EX-99.1 (kro-20260506xex99d1.htm)

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8-K

8-K (Primary)

Filename: kro-20260506x8k.htm · Sequence: 1

KRONOS WORLDWIDE, INC._May 6, 2026

false000125764000012576402026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 6, 2026

KRONOS WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-31763

76-0294959

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas

(Address of principal executive offices)

75240-2620

(Zip Code)

Registrant’s telephone number, including area code

(972) 233-1700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KRO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

The registrant hereby furnishes the information set forth in its press release issued on May 6, 2026, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

The press release the registrant furnishes as Exhibit 99.1 to the current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Item No.

Description

99.1

Press Release, dated May 6, 2026, issued by the registrant.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KRONOS WORLDWIDE, INC.

(Registrant)

Date: May 6, 2026

By:

/s/ Bradley E. Troutman

Bradley E. Troutman,

Senior Vice President and Chief Financial Officer

EX-99.1

Filename: kro-20260506xex99d1.htm · Sequence: 2

KRONOS WORLDWIDE, INC. REPORTS FIRST QUARTER 2026 RESULTS

DALLAS, TEXAS…May 6, 2026…Kronos Worldwide, Inc. (NYSE:KRO) today reported a net loss of $4.8 million, or $.04 per share, in the first quarter of 2026 compared to net income of $18.1 million, or $.16 per share, in the first quarter of 2025. Net income decreased in the first quarter of 2026 compared to the prior year period primarily due to lower income from operations as a result of lower average TiO2 selling prices and lower production volumes, partially offset by higher sales volumes and lower production costs driven primarily by cost reduction initiatives implemented in the fourth quarter of 2025 to structurally realign our operations, as well as lower raw material and energy costs. Comparability of our results was also impacted by the effects of changes in currency exchange rates.

Net sales of $509.8 million in the first quarter of 2026 were $20.0 million, or 4%, higher than in the first quarter of 2025. Net sales increased in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the effects of higher sales volumes in our North American, Latin American and export markets and the favorable impact of changes in currency exchange rates (primarily the euro), which we estimate increased our net sales by approximately $30 million. These increases were partially offset by lower sales volumes in our European market and lower average TiO2 selling prices. We started 2026 with average TiO2 selling prices lower than at the beginning of 2025; however, our average TiO2 selling prices increased 2% during the first quarter of 2026 as we work to recover pricing lost during 2025. The table at the end of this press release shows how each of these items impacted net sales.

Our TiO2 segment profit (see description of non-GAAP information below) was $15.1 million in the first quarter of 2026 compared to $41.6 million in the first quarter of 2025. Segment profit decreased in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the effects of lower average TiO2 selling prices, lower production volumes, and the unfavorable impact of changes in currency exchange rates, partially offset by higher sales volumes and lower production costs. Lower production costs benefited in part from cost reduction initiatives implemented in the fourth quarter of 2025, including workforce reductions and other measures, which were designed to permanently improve our cost structure and enable more efficient operation of our facilities at lower production rates for extended periods. Fluctuations in currency exchange rates (primarily the euro) decreased our segment profit by approximately $6 million in the first quarter of 2026 compared to the first quarter of 2025.

Our net income (loss) before interest expense, income taxes and depreciation and amortization expense (EBITDA) (see description of non-GAAP information below) in the first quarter of 2026 was $27.7 million compared to EBITDA of $51.2 million in the first quarter of 2025.

“The fourth quarter of 2025 reflected the difficult actions we took to structurally realign our operations, which contributed to a segment loss of $59.4 million and negative EBITDA in that period,” said Brian W. Christian, President and Chief Executive Officer. “Those actions, together with several other strategic initiatives, were designed to permanently improve our cost structure, and we are encouraged by the $74.5 million sequential improvement in segment profit in the first quarter as these actions begin to benefit our results. We remain focused on executing our pricing and cost initiatives to drive further improvement.”

Our net loss for the three months ended March 31, 2026 includes an income tax expense of $2.0 million ($.02 per share) to recognize an uncertain tax position related to a German tax audit.

The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in

such forward-looking statements. While it is not possible to identify all factors, we continue to face many risks and uncertainties. The factors that could cause actual future results to differ materially include, but are not limited to, the following:

● Future supply and demand for our products;

● Our ability to realize expected cost savings from strategic and operational initiatives;

● Our ability to integrate acquisitions into our operations and realize expected synergies and innovations;

● The extent of the dependence of certain of our businesses on certain market sectors;

● The cyclicality of our business;

● Customer and producer inventory levels;

● Unexpected or earlier-than-expected industry capacity expansion;

● Changes in raw material and other operating costs (such as energy and ore costs);

● Changes in the availability of raw materials (such as ore);

● General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs or reduce demand or perceived demand for our titanium dioxide pigments (“TiO2”) products or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises);

● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises);

● Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades or improvements; technology processing failures; or other events) related to our technology infrastructure (including manufacturing and accounting systems) that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders;

● Competitive products and substitute products;

● Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements;

● Customer and competitor strategies;

● Potential consolidation of our competitors;

● Potential consolidation of our customers;

● The impact of pricing and production decisions;

● Competitive technology positions;

● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes;

● Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone), or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies;

● Our ability to renew or refinance credit facilities or other debt instruments in the future;

● Changes in interest rates;

● Our ability to comply with covenants contained in our revolving bank credit facility;

● Our ability to maintain sufficient liquidity;

● The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform;

● Our ability to utilize income tax attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria;

● Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities);

● Government laws and regulations and possible changes therein including new environmental, sustainability, health and safety, or other regulations (such as those seeking to limit or classify TiO2 or its use); and

● Pending or possible future litigation or other actions.

2 of 5

Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. The Company disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

In an effort to provide investors with additional information regarding the Company's results of operations as determined by accounting principles generally accepted in the United States of America (GAAP), the Company has disclosed certain non-GAAP information which the Company believes provides useful information to investors:

● The Company discloses segment profit, which is used by the Company’s management to assess the performance of the Company’s TiO2 operations. The Company believes disclosure of segment profit provides useful information to investors because it allows investors to analyze the performance of the Company’s TiO2 operations in the same way that the Company’s management assesses performance. The Company defines segment profit as net income (loss) before income tax expense and certain general corporate items. These general corporate items include corporate expense and the components of other income (expense) except for trade interest income; and

● The Company discloses EBITDA, which is also used by the Company’s management to assess the performance of the Company’s TiO2 operations. The Company believes disclosure of EBITDA provides useful information to investors because it allows investors to analyze the performance of the Company’s TiO2 operations in the same way that the Company’s management assesses performance. The Company defines EBITDA as net income (loss) before interest expense, income taxes and depreciation and amortization expense.

Kronos Worldwide, Inc. is a major international producer of titanium dioxide products.

Investor Relations Contact:

Bryan A. Hanley

Senior Vice President & Treasurer

Tel: (972) 233-1700

3 of 5

KRONOS WORLDWIDE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share and metric ton data)

Three months ended

March 31,

2025

2026

(unaudited)

Net sales

489.8

509.8

Cost of sales

383.0

426.5

Gross margin

106.8

83.3

Selling, general and administrative expense

61.6

63.6

Other operating income (expense):

Currency transactions, net

(4.3)

(5.4)

Other income, net

Corporate expense

(3.0)

(2.4)

Income from operations

38.4

12.6

Other income (expense):

Trade interest income

Other interest and dividend income

Marketable equity securities

(1.0)

Other components of net periodic pension

and OPEB cost

(.5)

(.8)

Interest expense

(11.6)

(14.3)

Income (loss) before income taxes

25.7

(2.0)

Income tax expense

7.6

2.8

Net income (loss)

18.1

(4.8)

Net income (loss) per basic and diluted share

.16

(.04)

Weighted average shares used in the

calculation of net income (loss) per share

115.0

TiO2 data - metric tons in thousands:

Sales volumes

136

142

Production volumes

143

128

4 of 5

KRONOS WORLDWIDE, INC.

RECONCILIATION OF INCOME FROM

OPERATIONS TO SEGMENT PROFIT

(In millions)

Three months ended

March 31,

2025

2026

(unaudited)

Income from operations

38.4

12.6

Adjustments:

Trade interest income

Corporate expense

3.0

2.4

Segment profit

41.6

15.1

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA

(In millions)

Three months ended

March 31,

2025

2026

(unaudited)

Net income (loss)

18.1

(4.8)

Adjustments:

Depreciation expense

13.9

15.4

Interest expense

11.6

14.3

Income tax expense

7.6

2.8

EBITDA

51.2

27.7

IMPACT OF PERCENTAGE CHANGE IN NET SALES

(unaudited)

Three months ended

March 31,

2026 vs. 2025

Percentage change in net sales:

TiO2 sales volume

TiO2 product pricing

(6)

TiO2 product mix/other

Changes in currency exchange rates

Total

5 of 5

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