Form 8-K

8-K — Tronox Holdings plc

Accession: 0001140361-26-031551

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0001530804

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ef20079573_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20079573_ex99-1.htm)

GRAPHIC (image0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20079573_8k.htm · Sequence: 1

false000153080400015308042026-08-052026-08-05

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) August 6, 2026 (August 5, 2026)

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales

001-35573

98-1467236

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100

Laporte Road, Stallingborough

Stamford, Connecticut 06901

Grimsby, North East Lincolnshire, DN40 2PR, UK

(Address of Principal Executive Offices) (Zip Code)

(203) 705-3800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

☐

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

☐

Pre-commencement communications 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 exchange on which registered

Ordinary shares, par value $0.01 per share

TROX

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated August 5, 2026, reporting the Company’s financial

results for the second quarter ended June 30, 2026. Such information, including the Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor

shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Earnings Release, dated August 5, 2026.

104

Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

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.

TRONOX HOLDINGS PLC

Date: August 6, 2026

By:

/s/ Jeffrey N. Neuman

Name: Jeffrey N. Neuman

Title: Senior Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20079573_ex99-1.htm · Sequence: 2

Exhibit 99.1

Tronox Reports Second Quarter 2026 Financial Results

STAMFORD, Conn., August 5, 2026/PRNewswire/ — Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), the world’s leading integrated manufacturer of titanium

dioxide (“TiO2”) pigment, today reported its financial results for the quarter ending June 30, 2026, as follows:

Second Quarter 2026 Financial Highlights:

•

Revenue of $868 million, a 14% increase compared to the prior quarter and a 19% increase compared to the prior year

•

Loss from operations of $21 million; net loss attributable to Tronox of $171 million (including $103 million tax valuation allowance); adjusted net loss attributable to Tronox was $82 million (non-GAAP)

•

GAAP diluted loss per share was $1.07; Adjusted diluted loss per share was $0.51 (non-GAAP)

•

Adjusted EBITDA of $73 million; Adjusted EBITDA margin of 8.4% (non-GAAP)

•

Capital expenditures of $45 million

•

Generated free cash flow of $60 million

Outlook:

•

Expect to deliver meaningful positive free cash flow for full year 2026, with Q3 relatively neutral

•

Expect Q3 2026 TiO2 volumes to be down moderately, in the mid-single-digit percentage range, in-line with normal, seasonal patterns

•

Expect Q3 zircon volumes to moderate slightly compared to Q2, due to inventory availability following a very strong first half

•

TiO2 pricing expected to improve sequentially in the mid-single-digit percentage range and zircon pricing to improve in the mid- to high single-digit percentage range in

Q3 2026

•

Q3 2026 Adjusted EBITDA expected to be $95-$115 million

This outlook is based on Tronox’s views on current global economic activity and is subject to changes and impacts associated with the general

macroeconomic and industry-related conditions, global supply chain, and inflation-related challenges, among others.

------

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Note: For the Company’s guidance with respect to Adjusted EBITDA and free cash flow, we are not able to provide without unreasonable effort the most

directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company’s control or cannot be reasonably predicted.

Summary of Select Financial Results for the Quarter Ending June 30, 2026

($M unless otherwise noted)

Q2 2026

Q2 2025

Y-o-Y%∆

Q1 2026

Q-o-Q%∆

Revenue

868

731

760

TiO2

700

587

616

Zircon

Other products

(Loss) from operations

(21

)

(35

)

(41

)

Net (loss) attributable to Tronox

(171

)

(84

)

(103

)

GAAP diluted (loss) per share

(1.07

)

(0.53

)

(0.65

)

Adjusted diluted (loss) per share

(0.51

)

(0.28

)

(0.55

)

Adjusted EBITDA

(22

Adjusted EBITDA Margin %

8.4

12.7

(430) bps

8.2

20 bps

Free cash flow

(55

)

(135

)

Y-o-Y % ∆

Q-o-Q % ∆

Volume

Price / Mix

Volume

Price / Mix

TiO2

18 %

9 %

5 %

0 %

Zircon

61 %

(18)%

—

4 %

5 %

—

CEO’s Remarks

Chief Executive Officer John Romano stated, “The strong commercial momentum we experienced during the first quarter continued into the second quarter. TiO2

volumes came in at the high end of our guidance and at the highest level since the second quarter of 2022. Our ability to reliably serve customers through our global footprint supported volume performance during the quarter, and we continue to

benefit from trade defense measures and structural shifts across the industry. Zircon volumes continued to strengthen in the second quarter, exceeding expectations and outperforming the already strong volumes delivered in the first quarter as supply

remained constrained across the industry. Pricing for both TiO2 and zircon increased 5% sequentially, as previously announced increases were implemented across our markets. During the quarter, we also announced additional pricing increases

for both TiO2 and zircon that are in effect for the third quarter.

“Operationally, we continued to realize benefits from our cost improvement program, which remains on track to deliver at the higher end of the $125-$175 million annual

run-rate savings target by the end of 2026. Our second quarter cost profile was in-line with our expectations, as higher costs, primarily related to the successful completion of two planned outages, were partially offset by the sale of more

lower-cost inventory during the quarter. As a result, we delivered Adjusted EBITDA within our guided range.”

2 | Page

Mr. Romano concluded, “Cash generation remains a key priority for our business and we delivered $60 million of positive free cash flow in the second quarter. We

continued to execute on working capital initiatives, reducing total inventory approximately $120 million from first quarter levels to its lowest value since June 2024. These actions improved liquidity and further strengthened our financial position.

While geopolitical developments in the Middle East continue to create uncertainty across portions of the industry, we remain focused on the factors within our control, including disciplined working capital management, commercial and operational

execution, and strengthening our balance sheet. At the same time, we are making targeted operating decisions to support future demand and product availability, including the restart of a furnace and advancing plans to bring production back online at

our West Mine, both at Namakwa, to support inventory levels, including zircon, to meet demand. Based on our outlook today, we continue to expect meaningful positive free cash flow generation for the full year.”

Second Quarter 2026 Results

(Comparisons are to prior year (Q2 2026 vs. Q2 2025) unless otherwise noted)

The Company recorded second quarter revenue of $868 million, an increase of 19% primarily driven by higher sales volumes of TiO2 and zircon, and a favorable exchange rate

impact, partially offset by lower average selling prices of zircon including mix.

Revenue from TiO2 sales was $700 million, an increase of 19% driven by a 18% increase in sales volumes and a 1% favorable

exchange rate impact, while average selling prices including mix remained flat. Sequentially, TiO2 sales increased 14%, driven by a 9% increase in sales volumes and a 5% increase in average selling prices including mix.

Zircon revenue increased 43%

to $97 million, driven by a 61% increase in sales volumes, partially offset by a 18% decrease in average selling prices including mix. Sequentially, zircon revenue increased 9%, driven by a 4% increase in

sales volumes, and a 5% increase in average

selling prices including mix.

Revenue from other products was $71 million, a decline of 7% year-over-year, driven by lower sales volumes. Sequentially, revenue from other products increased 29% primarily due to higher sales volumes of pig iron.

3 | Page

Net loss attributable to Tronox in the quarter was $171 million, or a loss of $1.07 per diluted share, compared to net loss attributable to Tronox of $84 million, or a loss of $0.53 per diluted share in the year-ago period. Non-recurring adjustments totaled $89 million, or $0.56 per diluted share. Excluding these items, adjusted net loss attributable to Tronox (non-GAAP) was $82

million, or a loss of $0.51 per diluted share.

Adjusted EBITDA of $73 million represented a 22% decrease, driven by unfavorable exchange rate movements, lower average selling prices including mix, higher production costs, freight and

other costs, partially offset by higher sales volumes. Adjusted EBITDA margin was 8.4%.

Sequentially, Adjusted EBITDA increased 18% due to higher average TiO2 and zircon selling prices including mix and higher sales volumes, partly offset by

higher production costs, unfavorable exchange rate impacts, and higher freight and other costs.

The Company’s selling, general and administrative expenses were $72 million for the quarter.

Tronox’s net interest expense in the quarter was $56 million. Depreciation, depletion and amortization expense was $76 million.

Balance Sheet, Cash Flow and Capital Allocation

Tronox ended the quarter with $3.2 billion of total debt, $3.0 billion of net debt and a net leverage ratio of 11.4x on a trailing twelve-month basis. Available liquidity at the end of the

quarter totaled $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. The Company replaced an expired short-term revolving credit facility with a new long-term financing arrangement providing

the Company with greater financial flexibility. The next significant debt maturity for the Company is not until 2029. Tronox does not have any financial covenants on its term loans or bonds. The Company has ample liquidity and does not expect to

trigger the springing covenant on the US revolving credit facility.

The Company generated free cash flow of $60 million. Capital expenditures were $45 million.

Rare Earths

Tronox continued to advance its rare earths strategy during the quarter, with a clear focus on moving further downstream in a disciplined manner. The definitive

feasibility study for the cracking and leaching facility is expected to conclude by third quarter 2027. The Company continued to evaluate development pathways that prioritize returns and limit incremental leverage. Tronox remains actively engaged

with potential customers, partners, and funding sources as it assesses the most responsible and value-accretive path forward, leveraging its existing mining footprint and expertise in hydrometallurgical and chemical operations. The Company believes

this strategy positions Tronox to participate in longer‑term efforts to diversify rare earth supply chains.

4 | Page

Outlook

Following a strong first half of the year, Tronox expects TiO2 volumes in the third quarter of 2026 to moderate sequentially in the mid-single-digit percentage

range compared to the second quarter, consistent with normal seasonal patterns. Zircon volumes in the second quarter are expected to moderate slightly following a very strong first half, primarily due to inventory availably. Pricing for TiO2

is expected to increase sequentially in the mid-single-digit percentage range and zircon is expected to increase sequentially in the mid- to high single-digit percentage range as pricing actions announced during the second quarter have taken effect

and are having a positive impact on our margins. Adjusted EBITDA for the third quarter of 2026 is expected to be in the range of $95-$115 million and margins are expected to improve sequentially. This range reflects the continued realization of

pricing actions implemented during the first half of the year and higher operating rates as the second quarter extended outages are complete. These benefits are expected to be partially offset by elevated input costs resulting from continued

volatility in the Middle East. The Company continues to evaluate opportunities to recover these higher costs through pricing and other commercial and operating initiatives over time. The Company expects free cash flow to be relatively neutral in the

third quarter. Tronox continues to expect meaningful positive free cash flow generation for the full year 2026.

Webcast Conference Call

Tronox will conduct a webcast conference call on Thursday, August 6, 2026, at 9:00 AM

ET (New York). The live call is open to the public and can be accessed via live webcast and teleconference. Please visit investor.tronox.com for a link to register for

the live webcast and to view the accompanying slides.

Replay: A webcast replay will be available at investor.tronox.com following the call.

5 | Page

About Tronox

Tronox Holdings plc is one of the world’s leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide

products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals, including the rare earth-bearing

mineral, monazite. With approximately 5,700 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent

titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.

Cautionary Statement about Forward-Looking Statements

Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These

forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance, our operating rates, anticipated completion of extensions and upgrades to

our mining operations, anticipated trends in our business and industry, including trade defense measures in specific jurisdictions and their timing and effectiveness, market penetration and growth rates, anticipated costs, competitive landscape,

benefits and timing of capital projects including planned mining expansions, the Company’s anticipated capital allocation strategy including future capital expenditures, the benefits and timing of the Company’s cost improvement and other cost saving,

inventory reduction and asset rationalization plans, our rare earths and critical minerals strategy and our sustainability goals, commitments and programs. These statements are only predictions based on our current expectations and projections about

future events. There are important factors that could cause our actual results, level of activity, performance, actual costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset

rationalization plans, or achievements to differ materially from the results, level of activity, performance, anticipated costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and

asset rationalization plans, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade,

including import/export restrictions and tariffs; inflationary pressures and energy costs; currency movements; interest rate and debt market volatility, including in respect of our debt securities; political instability, including the ongoing

conflicts in Eastern Europe and the Middle East and any expansion of such conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well

as global and regional economic downturns, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal

and regulatory factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission.

6 | Page

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our

management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in

any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other

person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake

no obligation to update or revise any forward-looking statements, whether because of new information or future developments.

Use of Non-GAAP Information

To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this release certain non-U.S.

GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow and net

leverage ratio on a trailing twelve-month basis. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company’s results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures

presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company’s financial

performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute

for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.

Investor Relations and Media Contact: Jennifer Guenther

+1.203.705.3701 extension: 103701 (Media)

+1.646.960.6598 (Investor Relations)

7 | Page

TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net sales

868

731

1,628

1,469

Cost of goods sold

813

652

1,529

1,291

Gross profit

178

Restructuring and other charges

128

Selling, general and administrative expenses

143

146

Loss from operations

(21

)

(35

)

(62

)

(96

)

Interest expense

(56

)

(45

)

(109

)

(87

)

Interest income

—

Other income (expense), net

)

Loss before income taxes

(67

)

(81

)

(171

)

(187

)

Income tax provision

(106

)

(106

)

Net loss

(173

)

(85

)

(277

)

(196

)

Net loss attributable to noncontrolling interest

)

Net loss attributable to Tronox Holdings plc

(171

)

(84

)

(274

)

(195

)

Loss per share:

Basic

(1.07

)

(0.53

)

(1.72

)

(1.23

)

Diluted

(1.07

)

(0.53

)

(1.72

)

(1.23

)

Weighted average shares outstanding, basic (in thousands)

159,841

158,561

159,444

158,358

Weighted average shares outstanding, diluted (in thousands)

159,841

158,561

159,444

158,358

Other Operating Data:

Capital expenditures

112

193

Depreciation, depletion and amortization expense

151

145

8 | Page

TRONOX HOLDINGS PLC

RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

RECONCILIATION OF NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)

TO ADJUSTED NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net loss attributable to Tronox Holdings plc (U.S. GAAP)

(171

)

(84

)

(274

)

(195

)

Gain on sale of Fuzhou (a)

(20

)

—

(20

)

—

Restructuring and other charges (b)

124

Tax valuation allowance (c)

103

—

103

—

Other (d)

Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP)

(82

)

(45

)

(170

)

(69

)

Diluted net loss per share (U.S. GAAP)

(1.07

)

(0.53

)

(1.72

)

(1.23

)

Gain on sale of Fuzhou, per share

(0.13

)

—

(0.13

)

—

Restructuring and other charges, per share

0.03

0.24

0.12

0.78

Tax valuation allowance, per share

0.65

—

0.65

—

Other, per share

0.01

Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (1)

(0.51

)

(0.28

)

(1.07

)

(0.44

)

Weighted average shares outstanding, diluted (in thousands)

159,841

158,561

159,444

158,358

(1) Diluted adjusted net loss per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net loss attributable to

Tronox Holdings plc and share information.

(a) Represents the gain on the sale of Fuzhou.

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

(c) Represents the establishment of a valuation allowance against certain state deferred tax assets within our US jurisdiction.

(d) Represents other activity not representative of the ongoing operations of the Company.

9 | Page

TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Millions of U.S. dollars, except share and per share data)

June 30, 2026

December 31, 2025

ASSETS

Current Assets

Cash and cash equivalents

194

199

Restricted cash

Accounts receivable (net of allowance for credit losses of $1 and $1 as of June 30, 2026 and December 31, 2025,

respectively)

363

289

Inventories, net

1,458

1,652

Prepaid and other assets

113

112

Income taxes receivable

Total current assets

2,141

2,265

Noncurrent Assets

Property, plant and equipment, net

1,988

2,007

Mineral leaseholds, net

595

608

Intangible assets, net

203

214

Lease right of use assets, net

180

173

Deferred tax assets

727

833

Other long-term assets

116

117

Total assets

5,950

6,217

LIABILITIES AND EQUITY

Current Liabilities

Accounts payable

404

481

Accrued liabilities

254

274

Short-term lease liabilities

Obligations under inventory financing arrangement

Short-term debt

Long-term debt due within one year

Income taxes payable

Total current liabilities

840

919

Noncurrent Liabilities

Long-term debt, net

3,123

3,132

Pension and postretirement healthcare benefits

Asset retirement obligations

209

198

Environmental liabilities

Long-term lease liabilities

156

148

Deferred tax liabilities

212

208

Other long-term liabilities

109

Total liabilities

4,759

4,768

Commitments and Contingencies

Shareholders’ Equity

Tronox Holdings plc ordinary shares, par value $0.01 — 159,700,029 shares issued and outstanding at June 30, 2026 and

158,557,858 shares issued and outstanding at December 31, 2025

Capital in excess of par value

2,097

2,103

(Accumulated deficit) retained earnings

(244

)

Accumulated other comprehensive loss

(694

)

(717

)

Total Tronox Holdings plc shareholders’ equity

1,161

1,418

Noncontrolling interest

Total equity

1,191

1,449

Total liabilities and equity

5,950

6,217

10 | Page

TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Millions of U.S. dollars)

Six Months Ended June 30,

2026

2025

Cash Flows from Operating Activities:

Net loss

(277

)

(196

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation, depletion and amortization

151

145

Deferred income taxes

106

Share-based compensation expense

Amortization of deferred debt issuance costs and discount on debt

Restructuring and other charges

128

Other non-cash items affecting net loss

Changes in assets and liabilities:

Increase in accounts receivable, net of allowance for credit losses

(74

)

(19

)

Decrease (increase) in inventories, net

191

(76

)

Decrease in prepaid and other assets

Restructuring payments

(29

)

(27

)

Decrease in accounts payable and accrued liabilities

(84

)

(23

)

Net changes in income tax payables and receivables

)

Changes in other non-current assets and liabilities

(12

)

(10

)

Cash provided by (used in) operating activities

)

Cash Flows from Investing Activities:

Capital expenditures

(112

)

(193

)

Loans

Proceeds from dispositions and asset sales

Cash used in investing activities

(97

)

(176

)

Cash Flows from Financing Activities:

Repayments of short-term debt

(99

)

(11

)

Repayments of long-term debt

(16

)

(14

)

Repayments of inventory financing arrangement

(50

)

Proceeds from inventory financing arrangement

Proceeds from sale and leaseback transaction

Proceeds from short-term debt

116

203

Debt issuance costs

)

Sale and leaseback transaction costs

)

Dividends paid

(16

)

(20

)

Restricted stock and performance-based shares settled in cash for withholding taxes

)

Cash provided by financing activities

156

Effects of exchange rate changes on cash and cash equivalents and restricted cash

)

Net decrease in cash and cash equivalents and restricted cash

)

(19

)

Cash and cash equivalents and restricted cash at beginning of period

211

152

Cash and cash equivalents and restricted cash at end of period

206

133

11 | Page

TRONOX HOLDINGS PLC

RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF NET SALES AND NET DEBT TO TRAILING-TWELVE

MONTHS ADJUSTED EBITDA (NON-U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net loss (U.S. GAAP)

(173

)

(85

)

(277

)

(196

)

Interest expense

109

Interest income

—

)

Income tax provision

106

Depreciation, depletion and amortization expense

151

145

EBITDA (non-U.S. GAAP)

Gain on sale of Fuzhou (a)

(20

)

—

(20

)

—

Share-based compensation (b)

Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)

Accounts receivable securitization program (d)

Foreign currency remeasurement (e)

)

Restructuring and other charges (f)

128

Other items (g)

Adjusted EBITDA (non-U.S. GAAP)

135

205

Three Months Ended June 30,

2026

2025

Net sales

868

731

Net loss (U.S. GAAP)

(173

)

(85

)

Net loss (U.S. GAAP) as a % of Net sales

(19.9

(11.6

Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales

8.4

12.7

June 30, 2026

December 31, 2025

Long-term debt, net

3,123

3,132

Short-term debt

Long-term debt due within one year

(Less) Cash and cash equivalents

(194

)

(199

)

Net debt (1)

3,036

3,023

Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)

266

336

Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)

11.4

9.0

(a) Represents the gain on the sale of Fuzhou.

(b) Represents non-cash share-based compensation.

retirement obligations and environmental liabilities.

(d) 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.

(e) 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 income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.

(f) Represents restructuring and other charges associated with the Botlek and Fuzhou

plant closures.

(g) 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 income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.

(1) Net debt calculation excludes the other financing arrangements (inventory

financing arrangement and sale leaseback transaction).

12 | Page

TRONOX HOLDINGS PLC

FREE CASH FLOW (NON-U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars)

The following table reconciles cash used in operating activities to free cash flow for the three and six months ended June 30, 2026:

Six Months Ended

June 30, 2026

Three Months Ended

March 31, 2026

Three Months Ended

June 30, 2026

Cash used in operating activities

(68

)

105

Capital expenditures

(112

)

(67

)

(45

)

Free cash flow (non-U.S. GAAP)

(75

)

(135

)

13 | Page

TRONOX HOLDINGS PLC

RECONCILIATION OF TRAILING TWELVE MONTH NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)

(UNAUDITED)

(Millions of U.S. dollars)

Three Months Ended

Trailing Twelve Month

September 30, 2025

December 31, 2025

March 31, 2026

June 30, 2026

Adjusted EBITDA

Net loss (U.S. GAAP)

(100

)

(177

)

(104

)

(173

)

(554

)

Interest expense

211

Interest income

)

—

)

Income tax provision (benefit)

)

—

106

112

Depreciation, depletion and amortization expense

308

EBITDA (non-U.S. GAAP)

(45

)

Gain on sale of Fuzhou (a)

—

(20

)

(20

)

Share-based compensation (b)

Foreign currency remeasurement (c)

—

Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (d)

(11

)

Accounts receivable securitization program (e)

Restructuring and other charges (f)

122

Other items (g)

Adjusted EBITDA (non-U.S. GAAP)

266

(a) Represents the gain on the sale of Fuzhou.

(b) Represents non-cash share-based compensation.

(c) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany

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

(g) Includes noncash pension and postretirement costs, asset write-offs, severance expense and other items included in “Selling general and

administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.

14 | Page

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