Tronox Holdings plc (TROX)

Tronox Reports First Quarter 2026 Financial ResultsMay 6, 2026 4:15 PM
PR Newswire (US) STAMFORD, Conn., May 6, 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 March 31, 2026, as follows: First Quarter 2026 Financial Highlights:Revenue of $760 million, a 4% increase compared to the prior quarter and a 3% increase compared to the prior yearLoss from operations of $41 million; Net loss attributable to Tronox of $103 million including $15 million of restructuring and other charges, net of taxes, primarily associated with the closure of the Company's Botlek and Fuzhou pigment plants; Adjusted net loss attributable to Tronox was $88 million (non-GAAP)GAAP diluted loss per share was $0.65; Adjusted diluted loss per share was $0.55 (non-GAAP)Adjusted EBITDA of $62 million; Adjusted EBITDA margin of 8.2% (non-GAAP)Capital expenditures of $67 million in the quarterUpdated Outlook:Expect free cash flow to be positive in Q2 2026, largely offsetting Q1 cash use; Expect to deliver meaningful positive free cash flow for full year 2026Expect Q2 2026 TiO2 volumes to increase sequentially in the high single-digit percentage rangeExpect Q2 2026 zircon volume levels to moderate slightly compared to Q1TiO2 and zircon Q2 2026 volumes could be higher, depending on regional inventory availabilityTiO2 and zircon pricing both expected to improve sequentially in the mid-single-digit percentage range in Q2 2026 as a result of announced price increases and cost input-related surchargesQ2 2026 Adjusted EBITDA expected to be $65-$85 millionThis outlook is based on Tronox's views on current global economic activity and is subject to changes and impacts associated with the general macroeconomic, geopolitical, and industry-related conditions, global supply chain, and inflation-related challenges, among others.
------Note: For the Company's guidance with respect to second quarter 2026 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 March 31, 2026
















































($M unless otherwise noted)
Q1 2026Q1 2025Y-o-Y % ?Q4 2025Q-o-Q % ?


















Revenue
$760$7383 %$7304 %


















TiO2
$616$5845 %$5777 %


















Zircon
$89$6929 %$7814 %


















Other products$55$85(35) %$75(27) %


















(Loss) from operations
($41)($61)n/m($114)n/m


















Net (loss) attributable to Tronox($103)($111)n/m($176)n/m


















GAAP diluted (loss) per share($0.65)($0.70)n/m($1.11)n/m


















Adjusted diluted (loss) per share($0.55)($0.15)n/m($0.60)n/m


















Adjusted EBITDA
$62$112(45) %$579 %


















Adjusted EBITDA Margin %
8.2 %15.2 %   (700) bps7.8 %40  bps


















Free cash flow
($135)($142)n/m$53n/m













































Y-o-Y % ?Q-o-Q % ?



















VolumePrice / MixFXVolumePrice / MixFX


















TiO25 %(4) %4 %4 %3 %0 %


















Zircon57 %(28) %— %14 %0 %— %


















CEO's Remarks
Chief Executive Officer John Romano stated, "Tronox delivered a strong top-line performance and achieved EBITDA above the mid-point of our guidance in the first quarter of 2026. Volumes for both TiO2 and zircon exceeded our expectations, reflecting disciplined commercial execution, enhanced customer engagement, and the strategic positioning of our products in key markets, supported by our global operating footprint. TiO2 volumes reached the highest first quarter level since 2022, and zircon volumes achieved the highest level since Q4 2021. TiO2 volume growth was driven by normal seasonal demand patterns in key end markets during the quarter in addition to meaningful benefits from structural shifts as a result of antidumping measures, particularly in Europe, Brazil, and Saudi Arabia. While volumes in India were impacted by the temporary stay of the duties in the region, demand was better than anticipated. We saw a clear inflection on pricing during the first quarter. TiO2 price actions took effect as planned, and we announced additional pricing actions and targeted surcharges that are beginning to take effect in the second quarter. Zircon pricing was stable in the first quarter, and the announced pricing increases for the second quarter are being implemented as communicated on our last earnings call. "From a cost perspective, we saw sequential benefits from actions underway, including our cost improvement program, which remains on track to deliver $125-$175 million of run-rate savings at the end of 2026. These benefits were partially offset by near-term headwinds related in part to higher sales volumes pulling forward sales of higher-cost inventory, reflective of deliberate actions previously taken to preserve cash, including lower operating rates resulting from idled mining and pigment assets. As the quarter progressed, ongoing geopolitical developments contributed to increased costs from inputs such as natural gas, sulfur, diesel, freight, and insurance, some of which was reflected in our first quarter cost profile. In response, we implemented increases through surcharges, though there will be a lag between when these take effect versus the more immediate impact to our operations. We will continue to assess input cost headwinds and take necessary targeted actions as needed to avoid margin erosion."Mr. Romano concluded, "Cash generation remains our primary focus. Free cash flow for the first quarter was better than expected, driven by strong execution on working capital. We reduced inventory levels by approximately $75 million compared to year-end, reflecting higher TiO2 and zircon sales and actions taken across our mining operations to reduce production. Given our strong commercial performance, we also increased the capacity of our accounts receivable securitization facility, further supporting liquidity. While the conflict in the Middle East adds additional variables, based on our outlook today, we continue to expect to generate meaningful positive free cash flow for the full year."First Quarter 2026 Results
(Comparisons are to prior year (Q1 2026 vs. Q1 2025) unless otherwise noted)The Company recorded first quarter revenue of $760 million, an increase of 3% primarily driven by higher sales volumes of TiO2 and zircon, and a favorable exchange rate impact, partially offset by lower average selling prices of TiO2 and zircon, including mix, and lower other product volumes.Revenue from TiO2 sales was $616 million, an increase of 5% driven by a 5% increase in volumes and a 4% favorable exchange rate impact, partially offset by a 4% decline in average selling prices including mix. Sequentially, TiO2 sales increased 7%, driven by a 4% increase in sales volumes and a 3% increase in average selling prices including mix.Zircon revenue increased 29% to $89 million, driven by a 57% increase in sales volumes, partially offset by a 28% decrease in average selling prices including mix. Sequentially, zircon revenue increased 14%, driven by a 14% increase in sales volumes while average selling prices including mix remained flat.Revenue from other products was $55 million, a decline of 35% year-over-year and a decline of 27% sequentially primarily due to lower pig iron sales volumes.Net loss attributable to Tronox in the quarter was $103 million, or a loss of $0.65 per diluted share, compared to net loss attributable to Tronox of $111 million, or a loss of $0.70 per diluted share in the year-ago period. Non-recurring adjustments totaled $15 million, or $0.10 per diluted share. Excluding these items, adjusted net loss attributable to Tronox (non-GAAP) was $88 million, or a loss of $0.55 per diluted share.Adjusted EBITDA of $62 million represented a 45% decrease, driven by lower average selling prices including mix, unfavorable exchange rate movements, and higher freight and production costs, partially offset by higher sales volumes, and lower corporate costs. Adjusted EBITDA margin was 8.2%.Sequentially, Adjusted EBITDA increased 9% due to higher average TiO2 selling prices including mix, higher sales volumes of TiO2 and zircon, and lower production costs, partially offset by unfavorable exchange rate impacts, higher freight costs, and higher corporate costs.The Company's selling, general and administrative expenses were $71 million for the quarter, a decrease of 4%. Tronox's net interest expense in the quarter was $51 million. Depreciation, depletion and amortization expense was $75 million.Balance Sheet, Cash Flow and Capital Allocation
Tronox ended the quarter with $3.3 billion of total debt, $3.2 billion of net debt and a net leverage ratio of 11.1x on a trailing twelve-month basis. Available liquidity at the end of the quarter totaled $406 million, including $126 million in cash and cash equivalents and $280 million available under revolving credit agreements. Total liquidity excludes the Emirates Revolver, which is undrawn and not expected to be renewed following its expiration in June 2026. In the quarter, the Company also upsized its AR securitization facility by $25 million and increased the facility by an additional $20 million in May 2026. 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 sufficient liquidity and does not expect to trigger the springing covenant on the US revolving credit facility.Free cash flow for the quarter was a use of $135 million. Capital expenditures were $67 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 Company made progress toward a definitive feasibility study and continued to evaluate development pathways that prioritize returns and limit incremental leverage. Tronox remains actively engaged with 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.Outlook
Tronox expects TiO2 volumes in the second quarter of 2026 to increase sequentially in the high single-digit percentage range, supported by seasonal demand, continued demand in regions benefiting from trade defense measures, and the Company's ability to reliably serve customers through its global footprint. Zircon volumes are expected to moderate slightly from a very strong first quarter. TiO2 and zircon Q2 2026 volumes could be higher, depending on regional inventory availability. Both TiO2 and zircon pricing are expected to increase sequentially in the mid-single-digit percentage range, reflecting announced price increases and cost input-related surcharges. Adjusted EBITDA for the second quarter of 2026 is expected to be in the range of $65-$85 million. This range includes $10-$15 million of sequential cost headwinds, reflecting elevated input and logistics costs ahead of the full benefit of pricing actions and surcharges and the impact of lower mining operating rates and planned outages implemented to support inventory reduction and cash generation, partially offset by the sale of lower cost tons in the second quarter that were produced in the first quarter. Tronox expects free cash flow to be positive in the second quarter of 2026, largely offsetting the seasonal cash use in the first quarter. Tronox remains on track to generate meaningful positive free cash flow for the full year 2026.Webcast Conference Call 
Tronox will conduct a webcast conference call on Thursday, May 7, 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.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.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) TRONOX HOLDINGS PLCCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)(UNAUDITED)(Millions of U.S. dollars, except share and per share data)








Three Months Ended March 31,
2026
2025Net sales$                                  760
$                                  738Cost of goods sold716
639Gross profit44
99Restructuring and other charges14
86Selling, general and administrative expenses71
74Loss from operations(41)
(61)Interest expense(53)
(42)Interest income2
2Loss on extinguishment of debt—
—Other expense, net(12)
(5)Loss before income taxes(104)
(106)Income tax provision—
(5)Net loss(104)
(111)Net loss attributable to noncontrolling interest(1)
—Net loss attributable to Tronox Holdings plc$                                 (103)
$                                 (111)







Loss per share:


Basic $                                (0.65)
$                                (0.70)Diluted$                                (0.65)
$                                (0.70)



Weighted average shares outstanding, basic (in thousands)158,889
158,138Weighted average shares outstanding, diluted (in thousands)158,889
158,138



Other Operating Data:


Capital expenditures67
110Depreciation, depletion and amortization expense75
71TRONOX HOLDINGS PLCRECONCILIATION 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 March 31,
2026
2025



Net loss attributable to Tronox Holdings plc (U.S. GAAP)$                      (103)
$                      (111)



Restructuring and other charges (a)14
86Other (b)1
1Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP)$                        (88)
$                        (24)



Diluted net loss per share (U.S. GAAP)$                     (0.65)
$                     (0.70)



Restructuring and other charges, per share0.09
0.54Other, per share0.01
0.01Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (1)$                     (0.55)
$                     (0.15)



Weighted average shares outstanding, diluted (in thousands)158,889
158,138



(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 restructuring and other charges associated with the Botlek and China plant closures.(b) Represents other activity not representative of the ongoing operations of the Company.TRONOX HOLDINGS PLCCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(Millions of U.S. dollars, except share and per share data)
March 31, 2026
December 31, 2025ASSETS


Current Assets


Cash and cash equivalents$                      126
$                        199Restricted cash12
12Accounts receivable (net of allowance for credit losses of $1 and $1 as of March 31, 2026 and
December 31, 2025, respectively)331
289Inventories, net1,577
1,652Prepaid and other assets119
112Income taxes receivable1
1Total current assets2,166
2,265



Noncurrent Assets


Property, plant and equipment, net1,973
2,007Mineral leaseholds, net594
608Intangible assets, net208
214Lease right of use assets, net169
173Deferred tax assets834
833Other long-term assets113
117Total assets$                   6,057
$                     6,217



LIABILITIES AND EQUITY


Current Liabilities


Accounts payable$                      419
$                        481Accrued liabilities231
274Short-term lease liabilities22
22Obligations under inventory financing arrangement50
50Short-term debt133
51Long-term debt due within one year39
39Income taxes payable1
2Total current liabilities895
919



Noncurrent Liabilities


Long-term debt, net3,124
3,132Pension and postretirement healthcare benefits80
81Asset retirement obligations207
198Environmental liabilities39
39Long-term lease liabilities146
148Deferred tax liabilities204
208Other long-term liabilities41
43Total liabilities4,736
4,768



Commitments and Contingencies 


Shareholders' Equity


Tronox Holdings plc ordinary shares, par value $0.01 — 159,518,772 shares issued and
outstanding at March 31, 2026 and  158,557,858 shares issued and outstanding at
December 31, 20252
2Capital in excess of par value2,101
2,103(Accumulated deficit) retained earnings (73)
30Accumulated other comprehensive loss(741)
(717)Total Tronox Holdings plc shareholders' equity1,289
1,418Noncontrolling interest32
31Total equity1,321
1,449Total liabilities and equity$                   6,057
$                     6,217TRONOX HOLDINGS PLCCONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(Millions of U.S. dollars)




Three Months Ended March 31,
2026
2025Cash Flows from Operating Activities:


Net loss$                      (104)
$                      (111)Adjustments to reconcile net loss to net cash used in operating activities:


Depreciation, depletion and amortization75
71Deferred income taxes -
4Share-based compensation expense6
5Amortization of deferred debt issuance costs and discount on debt3
2Restructuring and other charges14
86Other non-cash items affecting net loss16
12Changes in assets and liabilities:


Increase in accounts receivable, net of allowance for credit losses(43)
(49)Decrease (increase) in inventories, net67
(35)Decrease in prepaid and other assets5
18Restructuring payments(19)
(2)Decrease in accounts payable and accrued liabilities(80)
(22)Net changes in income tax payables and receivables-
(4)Changes in other non-current assets and liabilities(8)
(7)Cash used in operating activities (68)
(32)



Cash Flows from Investing Activities:


Capital expenditures(67)
(110)Loans-
15Cash used in investing activities(67)
(95)



Cash Flows from Financing Activities:


Repayments of short-term debt(97)
(6)Repayments of long-term debt(8)
(6)Repayments of inventory financing arrangement(50)
-Proceeds from short-term debt182
121Proceeds from inventory financing arrangement50
-Debt issuance costs(2)
-Dividends paid(8)
-Restricted stock and performance-based shares settled in cash for withholding taxes-
(1)Cash provided by financing activities67
108



Effects of exchange rate changes on cash and cash equivalents and restricted cash(5)
5



Net decrease in cash and cash equivalents and restricted cash(73)
(14)Cash and cash equivalents and restricted cash at beginning of period211
152Cash and cash equivalents and restricted cash at end of period$                       138
$                       138TRONOX HOLDINGS PLCRECONCILIATION 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 March 31,
2026
2025



Net loss (U.S. GAAP)$                             (104)
$                                (111)Interest expense53
42Interest income(2)
(2)Income tax provision—
5Depreciation, depletion and amortization expense75
71EBITDA (non-U.S. GAAP)22
5Share-based compensation (a)6
5Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (b)4
7Accounts receivable securitization program (c)3
4Foreign currency remeasurement (d)7
1Restructuring and other charges (e)14
86Other items (f)6
4Adjusted EBITDA (non-U.S. GAAP)$                                 62
$                                 112




Three Months Ended March 31,
2026
2025Net sales$                               760
$                                 738Net loss (U.S. GAAP)$                              (104)
$                                (111)Net loss (U.S. GAAP) as a % of Net sales(13.7) %
(15.0) %Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales8.2 %
15.2 %




March 31, 2026
December 31, 2025Long-term debt, net$                             3,124
$                              3,132Short-term debt133
51Long-term debt due within one year39
39(Less) Cash and cash equivalents(126)
(199)Net debt$                             3,170
$                              3,023Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)$                                286
$                                 336Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)11.1x
9.0x







(a) Represents non-cash share-based compensation.(b) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.(c) 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.(d) 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, net" in the unaudited Condensed Consolidated Statements of Operations. (e) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures. (f) 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, net" in the unaudited Condensed Consolidated Statements of Operations.TRONOX HOLDINGS PLCFREE 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 months ended March 31, 2026: 


Three Months Ended
 March 31, 2026Cash used in operating activities $                                         (68)Capital expenditures(67)    Free cash flow (non-U.S. GAAP) $                                       (135)TRONOX HOLDINGS PLCRECONCILIATION 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
Adjusted EBITDA

June 30, 2025September 30, 2025December 31, 2025March 31, 2026








Net loss (U.S. GAAP)
$                     (85)$                          (100)$                          (177)$                          (104)
$                          (466)Interest expense
45485453
200Interest income
(1)(1)(2)(2)
(6)Income tax provision
48(2)—
10Depreciation, depletion and amortization expense
74758275
306EBITDA (non-U.S. GAAP)
3730(45)22
44Share-based compensation (a)
4566
21Foreign currency remeasurement (b)
(2)—77
12Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)
76(11)4
6Accounts receivable securitization program (d) 
3333
12Restructuring and other charges (e) 
42257914
160Other items (f)
25186
31Adjusted EBITDA (non-U.S. GAAP)
$                       93$                              74$                              57$                              62
$                            286















(a) Represents non-cash share-based compensation. (b) 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, net" in the unaudited Condensed Consolidated Statements of Operations. (c) Primarily represents accretion expense and other noncash adjustments to asset 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 restructuring and other charges associated with the Botlek and China plant closures.(f) 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 expense, net" in the unaudited Condensed Consolidated Statements of Operations. View original content to download multimedia:https://www.prnewswire.com/news-releases/tronox-reports-first-quarter-2026-financial-results-302764663.htmlSOURCE Tronox Holdings plc Original: Tronox Reports First Quarter 2026 Financial Results

Tronox Reports Fourth Quarter and Full Year 2025 Financial ResultsFebruary 18, 2026 4:15 PM
PR Newswire (US)

STAMFORD, Conn., Feb. 18, 2026 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today reported its financial results for the quarter ending December 31, 2025: 







Fourth Quarter 2025 Financial Highlights:Revenue of $730 millionLoss from operations of $114 million; Net loss attributable to Tronox of $176 million including $80 million of restructuring and other charges, net of taxes, primarily associated with the closure of the Company's Botlek and Fuzhou pigment plants; Adjusted net loss of $96 million (non-GAAP)Adjusted EBITDA of $57 million; Adjusted EBITDA margin of 7.8% (non-GAAP)GAAP diluted loss per share of $1.11; Adjusted diluted loss per share of $0.60 (non-GAAP)Full Year 2025 Financial Highlights:Revenue of $2,898 millionLoss from operations of $253 million; Net loss attributable to Tronox of $470 million including $233 million of restructuring and other charges, net of taxes, primarily costs associated with the closure of the Company's Botlek and Fuzhou pigment plants; Adjusted net loss of $237 million (non-GAAP)Adjusted EBITDA of $336 million; Adjusted EBITDA margin of 11.6% (non-GAAP)GAAP diluted loss per share of $2.97; Adjusted diluted loss per share of $1.50 (non-GAAP)Capital expenditures of $341 millionOutlook:Expect to generate positive free cash flow in 2026, primarily as a result of improving TiO2 pricing and volumes, lower capital expenditures, and targeted actions on working capitalQ1 2026 TiO2 and zircon volumes expected to be relatively in-line with strong Q4 2025 volume levelsTiO2 pricing expected to improve in Q1 2026 and zircon pricing expected to improve in Q2 2026Q1 2026 Adjusted EBITDA expected to be $55-$65 million This outlook is based on Tronox's views on current global economic activity and is subject to changes and impacts associated with the general macroeconomic and industry-related conditions, global supply chain, and inflation-related challenges, among others.------Note: For the Company's guidance with respect to first quarter 2026 Adjusted EBITDA and 2026 full year free cash flow, we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company's control or cannot be reasonably predicted.Summary of Financial Results for the Quarter Ending December 31, 2025($M unless otherwise noted)Q4 2025Q4 2024Y-o-Y % ?Q3 2025Q-o-Q % ?Revenue$730$6768 %$6994 %TiO2$577$5338 %$5505 %Zircon$78$754 %$5932 %Other products$75$6810 %$90(17) %(Loss) income from operations($114)$48n/m($43)(165) %Net (Loss)($177)($30)n/m($100)n/mNet (Loss) attributable to Tronox($176)($30)n/m($99)n/mGAAP diluted (loss) per share($1.11)($0.19)n/m($0.63)n/mAdjusted diluted (loss) earnings per share($0.60)$0.03n/m($0.46)n/mAdjusted EBITDA$57$129(56) %$74(23) %Adjusted EBITDA Margin %7.8 %19.1 %(1,130) bps10.6 %(280) bpsFree cash flow$53($35)n/m($137)n/m







Y-o-Y % ?

Q-o-Q % ?

VolumePrice/MixFXVolumePrice/MixFXTiO213 %(8) %3 %9 %(4) %— %Zircon27 %(23) %— %42 %(10) %— %CEO Remarks
Chief Executive Officer John D. Romano commented "As we stated in the release of our preliminary fourth quarter results last month, Tronox concluded the year with stronger volumes than anticipated and executed on actions to drive cash flow and improve our long-term cost position. TiO2 volumes in the fourth quarter reached their highest level of the year, a pattern that was only previously observed in 2020. This notable trend underscores how antidumping duties in India, Europe, Brazil, and Saudi Arabia have positively influenced the relevant markets and suggests a structural change in global TiO2 trade flows. Zircon volumes concluded the year positively, supported by customers restocking and resuming more normal buying patterns. While pricing was lower in the fourth quarter on both TiO2 and zircon as expected, we have announced pricing increases resulting in an inflection on pricing in the first half of 2026."I am proud of the work by our team on the levers we can control and influence. In 2025, we achieved our best safety performance in over a decade. Safety continues to be one of our core values and remains our number one priority across the Company. Throughout the year, we delivered meaningful progress on our cost improvement program, achieving more than $90 million of sustainable run-rate savings as we exited 2025 and remaining on track to reach the high end of our $125–$175 million target by the end of 2026. We took decisive portfolio actions on our footprint, including announcing the closure of two of our pigment plants, to streamline our global footprint and improve our cost structure over the long-term. Additionally, we lowered operating rates at our mining and upgrading operations in order to manage upstream inventory levels. In parallel, we enhanced our liquidity through the issuance of $400 million of senior secured notes and the launch of an inventory financing program, enabling us to maintain financial flexibility while navigating volatile markets. The combination of improved working capital discipline and targeted production adjustments drove stronger-than-expected free cash flow in the fourth quarter."We continued to drive actions to further advance our long-term competitiveness. We commenced mining at Fairbreeze and began the commissioning of East OFS in South Africa, strengthened our position in end markets supported by trade defense actions, and continued progressing our rare earths strategy. In December, we announced the receipt of conditional, non-binding financing from Export Finance Australia and Export-Import Bank of the United States for the building out of a cracking and leaching facility in Australia. We are progressing our work on the definitive feasibility study and continuing to evaluate adding refining capacity to the value chain."Mr. Romano concluded, "As we look to 2026, our priority is cash generation, supported by improving pricing, efficient operations, and reducing inventory levels. TiO2 price increases that took effect in the first quarter, combined with favorable mix into higher-priced regions, ongoing global supply rationalization, and trade defense actions position Tronox for improved earnings. While the production rate decreases across our mining and upgrading operations will result in near-term cost absorption headwinds, the favorable impact from releasing working capital will drive positive free cash flow. With lower inventory, a strengthened cost structure, and focus on cash generation, Tronox is well positioned to maximize our earnings potential when market fundamentals improve."Fourth Quarter 2025 Results
(Comparisons are to prior year (Q4 2025 vs. Q4 2024) unless otherwise noted)The Company reported fourth quarter revenue of $730 million, an increase of 8% driven by higher sales volumes of TiO2 and zircon, higher revenue from other products, and favorable FX impact, partially offset by lower average selling prices and product mix impact on TiO2 and zircon.Revenue from TiO2 sales was $577 million, an increase of 8% driven by a 13% increase in volumes and a 3% favorable impact from FX, partially offset by an 8% decrease in average selling prices including mix. Sequentially, TiO2 sales increased 5%, driven by a 9% increase in volumes, partially offset by a 4% decline in average selling prices and mix. Exchange rate impact was flat sequentially.Zircon revenue increased 4% to $78 million, driven by a 27% increase in volumes, partially offset by a 23% decrease in average selling prices and unfavorable mix impact. Sequentially, zircon revenue increased 32%, driven by a 42% increase in volumes, partially offset by a 10% decrease in average selling prices and unfavorable mix impact.Revenue from other products was $75 million, an increase of 10% year-over-year due to higher pig iron sales, and a sequential decline of 17% primarily due to higher sales of heavy mineral concentrate tailings in the third quarter.Net loss attributable to Tronox in the quarter was $176 million, or a loss of $1.11 per diluted share, compared to a net loss of $30 million, or loss of $0.19 per diluted share in the year-ago period. Adjusted net loss attributable to Tronox (non-GAAP) was $96 million, or a loss of $0.60 per diluted share.Adjusted EBITDA of $57 million represented a 56% decrease compared to the fourth quarter 2024, driven by lower average selling prices including mix, higher production costs and freight costs, partially offset by higher sales volumes, favorable exchange rate movements and lower corporate costs. Adjusted EBITDA margin was 7.8% for the quarter.Sequentially, Adjusted EBITDA decreased 23% due to lower average selling prices including mix and lower other products sales volume, partially offset by higher sales volume of TiO2 and zircon, lower production costs and freight costs.The Company's selling, general and administrative expenses were $74 million in the quarter. Net interest expense was $52 million. Depreciation, depletion and amortization expense was $82 million.Full Year 2025 Results
The Company reported full-year revenue of $2,898 million, a decrease of 6% year-over-year. Net loss attributable to Tronox was $470 million, or a loss of $2.97 per diluted share. Excluding non-recurring adjustments totaling $233 million or $1.47 per diluted share, adjusted net loss attributable to Tronox (non-GAAP) was $237 million or a loss of $1.50 per diluted share. Adjusted EBITDA of $336 million decreased 40% compared to $564 million in the prior year. Adjusted EBITDA margin was 11.6% for the year.Balance Sheet, Cash Flow and Capital Allocation
Tronox ended the year with $3.2 billion of total debt, $3.0 billion of net debt and a net leverage ratio of 9.0x on a trailing twelve-month basis. As of December 31, 2025, available liquidity totaled $674 million, including $199 million in cash and cash equivalents and $475 million under existing revolving credit agreements. 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 sufficient liquidity and does not expect to trigger the springing covenant on the US Cash Flow Revolver.Free cash flow for the year was a use of $281 million. Capital expenditures were $341 million. The Company returned $48 million to shareholders in the form of dividends in the year.Outlook
For the first quarter of 2026, Tronox expects TiO2 volumes to be relatively flat sequentially, on the back of a very strong fourth quarter. Tronox expects growth across all regions, with the exception of Asia, predominantly influenced by India. TiO2 pricing is expected to increase in the first quarter, reflecting price increases implemented at the beginning of the year and continued improvement in mix toward higher-value regions. Zircon volumes are expected to remain in-line with the solid fourth quarter performance, with pricing expected to stabilize in the first quarter and reflect announced price increases in the second quarter. Adjusted EBITDA for the first quarter of 2026 is expected to be in the range of $55 million to $65 million, reflecting headwinds from foreign exchange rates and impacts from absorption due to reduced mining and upgrading rates to manage inventory levels, partially offset by savings from the Company's sustainable cost improvement program. Tronox reiterates the expectation to generate positive free cash flow for full year 2026, supported by improving pricing and volumes, lower capital expenditures, and targeted working capital actions.Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, February 19, 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 (a dial-in number and unique participant ID will be made available upon registration). 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.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 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, 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.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. 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) TRONOX HOLDINGS PLCCONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)(UNAUDITED)(Millions of U.S. dollars, except share and per share data)
















Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024Net sales$                      730
$                      676
$                   2,898
$                   3,074Cost of goods sold691
559
2,629
2,559Gross profit39
117
269
515Restructuring and other charges79
—
232
—Selling, general and administrative expenses74
69
290
296(Loss) Income from operations(114)
48
(253)
219Interest expense(54)
(41)
(189)
(167)Interest income2
1
6
10Loss on extinguishment of debt—
—
—
(3)Other (expense) income, net(13)
7
(22)
14(Loss) income before income taxes(179)
15
(458)
73Income tax benefit (provision)2
(45)
(15)
(127)Net loss(177)
(30)
(473)
(54)Net loss attributable to noncontrolling interest(1)
—
(3)
(6)Net loss attributable to Tronox Holdings plc$                    (176)
$                      (30)
$                    (470)
$                      (48)







Loss per share:






Basic$                   (1.11)
$                   (0.19)
$                   (2.97)
$                   (0.31)Diluted$                   (1.11)
$                   (0.19)
$                   (2.97)
$                   (0.31)







Weighted average shares outstanding, basic (in thousands)158,617
158,038
158,484
157,819Weighted average shares outstanding, diluted (in thousands)158,617
158,038
158,484
157,819







Other Operating Data:






Capital expenditures68
117
341
370Depreciation, depletion and amortization expense82
71
302
285 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) INCOME ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)










Three Months Ended December 31,
Year Ended December 31,

2025
2024
2025
2024









Net loss attributable to Tronox Holdings plc (U.S. GAAP)$                      (176)
$                        (30)
$                  (470)
$                    (48)
Restructuring and other charges (a)79
—
228
—
Loss on extinguishment of debt (b)—
—
—
3
Sale of royalty interest (c)—
—
—
(21)
Other (d)1
1
5
5
Tax valuation allowance (e)—
33
—
49
Adjusted net (loss) income attributable to Tronox
Holdings plc (non-U.S. GAAP)  (1)(2)$                        (96)
$                            4
$                  (237)
$                    (12)









Diluted net loss per share (U.S. GAAP)$                     (1.11)
$                     (0.19)
$                 (2.97)
$                 (0.31)









Restructuring and other charges, per share0.50
—
1.44
—
Loss on extinguishment of debt, per share—
—
—
0.02
Sale of royalty interest, per share—
—
—
(0.13)
Other, per share0.01
0.01
0.03
0.03
Tax valuation allowance, per share—
0.21
—
0.31
Diluted adjusted net (loss) income per share attributable
to Tronox Holdings plc (non-U.S. GAAP) (2)$                     (0.60)
$                       0.03
$                 (1.50)
$                 (0.08)









Weighted average shares outstanding, diluted (in thousands)158,617
158,262
158,484
157,819


















(a) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.(b) Represents the loss in connection with the refinancing of the Term Loan Facility in the U.S.
(c) 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 unaudited Consolidated Statements of Operations.
(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.









(1) Only the sale of royalty interest, restructuring and other charges amount and certain other items 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 (loss) 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. TRONOX HOLDINGS PLCCONSOLIDATED BALANCE SHEETS(UNAUDITED)(Millions of U.S. dollars, except share and per share data)




December 31, 2025
December 31, 2024ASSETS


Current Assets


Cash and cash equivalents$                   199
$                    151Restricted cash12
1Accounts receivable (net of allowance of $1 in 2025 and $1 in 2024)289
266Inventories, net1,652
1,551Prepaid and other assets112
184Income taxes receivable1
2Total current assets2,265
2,155Noncurrent Assets


Property, plant and equipment, net2,007
1,927Mineral leaseholds, net608
616Intangible assets, net214
244Lease right of use assets, net173
140Deferred tax assets833
830Other long-term assets117
126Total assets$                6,217
$                  6,038



LIABILITIES AND EQUITY


Current Liabilities


Accounts payable$                   481
$                    499Accrued liabilities274
247Short-term lease liabilities 22
24Obligations under inventory financing arrangement50
—Short-term debt51
65Long-term debt due within one year39
35Income taxes payable2
4Total current liabilities919
874Noncurrent Liabilities


Long-term debt, net$                3,132
$                  2,759Pension and postretirement healthcare benefits81
85Asset retirement obligations198
172Environmental liabilities 39
40Long-term lease liabilities 148
107Deferred tax liabilities208
174Other long-term liabilities43
36Total liabilities4,768
4,247



Commitments and Contingencies 


Shareholders' Equity


Tronox Holdings plc ordinary shares, par value $0.01 — 158,557,858 shares issued and
outstanding at December 31, 2025 and 157,938,056 shares issued and outstanding at
December 31, 20242
2Capital in excess of par value2,103
2,084Retained Earnings30
555Accumulated other comprehensive loss(717)
(880)Total Tronox Holdings plc shareholders' equity1,418
1,761Noncontrolling interest31
30Total equity1,449
1,791Total liabilities and equity$                6,217
$                  6,038 TRONOX HOLDINGS PLCCONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)(Millions of U.S. dollars)




Year Ended December 31,
2025
2024Cash Flows from Operating Activities:


Net loss$              (473)
$                (54)Adjustments to reconcile net loss to net cash provided by operating activities:


Depreciation, depletion and amortization302
285Deferred income taxes12
110Share-based compensation expense20
21Amortization of deferred debt issuance costs and discount on debt10
10Loss on extinguishment of debt-
1Restructuring and other charges232
-Other non-cash affecting net loss 59
30Changes in assets and liabilities:


(Increase) decrease in accounts receivable, net(9)
11Increase in inventories, net(26)
(115)Decrease in prepaid and other assets59
40Restructuring payments(76)
-Decrease in accounts payable and accrued liabilities(26)
(11)Net changes in income tax payables and receivables(2)
10Changes in other non-current assets and liabilities(22)
(38)Cash provided by operating activities60
300



Cash Flows from Investing Activities:


Capital expenditures(341)
(370)Loans15
-Proceeds from the sale of assets4
27Purchase of investment securities(6)
-Cash used in investing activities (328)
(343)



Cash Flows from Financing Activities:


Repayments of short-term debt(144)
(18)Repayments of long-term debt(29)
(228)Proceeds from short-term debt100
55Proceeds from inventory financing arrangement50
-Proceeds from long-term debt400
217Debt issuance costs(7)
(16)Dividends paid(48)
(80)Restricted stock and performance-based shares settled in cash for taxes(1)
(1)Cash provided by (used in) financing activities 321
(71)



Effects of exchange rate changes on cash and cash equivalents and restricted cash6
(7)



Net increase (decrease) in cash and cash equivalents and restricted cash59
(121)Cash and cash equivalents and restricted cash at beginning of period152
273Cash and cash equivalents and restricted cash at end of period$                211
$                152 TRONOX HOLDINGS PLCRECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF
NET SALES AND NET DEBT TO TRAILING-TWELVE MONTH ADJUSTED EBITDA (NON-U.S. GAAP)(UNAUDITED)(Millions of U.S. dollars)








Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024







Net loss (U.S. GAAP)$                   (177)
$                     (30)
$                   (473)
$                     (54)Interest expense54
41
189
167Interest income(2)
(1)
(6)
(10)Income tax (benefit) provision(2)
45
15
127Depreciation, depletion and amortization expense82
71
302
285EBITDA (non-U.S. GAAP)(45)
126
27
515Share-based compensation (a)6
4
20
21Loss on extinguishment of debt (b)—
—
—
3Foreign currency remeasurement (c)7
(11)
6
(1)Accretion expense and other adjustments to asset
retirement obligations and environmental liabilities (d)(11)
1
9
23Accounts receivable securitization program costs (e) 3
4
13
15Sale of royalty interest (f)—
—
—
(28)Restructuring and other charges (g)79
—
232
—Other items (h)18
5
29
16Adjusted EBITDA (non-U.S. GAAP)$                       57
$                     129
$                     336
$                     564








Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024Net sales $                     730
$                     676
$                  2,898
$                  3,074Net loss (U.S. GAAP)$                    (177)
$                      (30)
$                    (473)
$                      (54)Net loss (U.S. GAAP) as a % of Net sales(24.2) %
(4.4) %
(16.3) %
(1.8) %Adjusted EBITDA (non-U.S. GAAP) (see above) as a %
of Net sales7.8 %
19.1 %
11.6 %
18.3 %












December 31,




2025
2024Long-term debt, net



$                  3,132
$                  2,759Short-term debt



51
65Long-term debt due within one year



39
35(Less) Cash and cash equivalents



(199)
(151)Net debt



$                  3,023
$                  2,708Adjusted EBITDA (non-U.S. GAAP) (see above)



336
564Net debt to trailing-twelve month Adjusted EBITDA
(non-U.S. GAAP) (see above)



                      9.0 x
                      4.8 x















(a) Represents non-cash share-based compensation.(b) Represents the loss in connection with the refinancing of the Term Loan Facility in the US.(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 unaudited 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 unaudited Consolidated Statements of Operations.(g) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.(h) 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 (expense) income, net" in the unaudited Consolidated Statements of Operations. TRONOX HOLDINGS PLCFREE CASH FLOW (NON-U.S. GAAP)(UNAUDITED)(Millions of U.S. dollars)













The following table reconciles cash provided by (used in) operating activities to free cash flow for the three months and year ended December 31, 2025:








Year Ended
December 31, 2025
Nine Months Ended
September 30, 2025
Three Months Ended
December 31, 2025Cash provided by (used in) operating activities
$                               60
$                             (61)
$                             121Capital expenditures
(341)
(273)
(68)Free cash flow (non-U.S. GAAP)
$                           (281)
$                           (334)
$                               53 



View original content to download multimedia:https://www.prnewswire.com/news-releases/tronox-reports-fourth-quarter-and-full-year-2025-financial-results-302691986.htmlSOURCE Tronox Holdings plc

Original: Tronox Reports Fourth Quarter and Full Year 2025 Financial Results

Tronox Declares First Quarter 2026 DividendFebruary 11, 2026 4:15 PM
PR Newswire (US)

STAMFORD, Conn., Feb. 11, 2026 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX), the world's leading integrated manufacturer of titanium dioxide pigment, announced today that its Board of Directors declared a quarterly dividend of $0.05 per share. The dividend is payable on April 2, 2026 to shareholders of record at the close of business on February 23, 2026.







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 6,500 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.Investor Relations and Media Contact: Jennifer Guenther
+1.646.960.6598 (Investor Relations)
+1.203.705.3701 extension: 103701 (Media)



View original content to download multimedia:https://www.prnewswire.com/news-releases/tronox-declares-first-quarter-2026-dividend-302685500.htmlSOURCE Tronox Holdings plc

Original: Tronox Declares First Quarter 2026 Dividend

$TROX News: Export-Import Bank of the United States and Export Finance Australia Provide Conditional and Non-Binding Support for Potential Financing of up to US$600 Million to Advance Tronox's Rare Earth Strategy

Coordinated Letters of Support/Interest from EFA and EXIM Bank Provide Vote of Confidence in Tronox's Ability to Develop a Rare Earth Elements Supply Chain for the Permanent Magnet, Defense, Energy, and Advanced Technology Industries

STAMFORD, Conn., Dec. 9, 2025 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's leading integrated manufacturer of titanium dioxide pigment, today announced it has received coordinated, non-binding and conditional Letters of Support / Interest ("LS" or "LI" or combined, the "Letters") from Export Finance Australia ("EFA") and Export-Import Bank of the United States ("EXIM"), respectively, for up to US$600 million in limited or non-recourse financing to support the development of Tronox's rare earth supply chain, including mine extensions, infrastructure support and cracking and leaching capacity. The coordinated Letters from EXIM and EFA are part of the agencies' work under the United States–Australia Framework for Securing of Supply in the Mining and Processing of Critical Minerals and Rare Earths announced in October of this year.

The Letters represent a demonstration of interest in working with Tronox as it seeks to utilize the Company's existing mining and processing capabilities to build out a rare earth elements supply chain. Tronox recently completed a pre-feasibility study and is now progressing to a definitive feasibility study for a proposed cracking and leaching facility in Western Australia to produce a mixed rare earth carbonate including both light and heavy rare earths. Tronox will now be working with downstream customers and other key business partners to develop a financeable project structure consistent with its long-term capital allocation priorities.

Tronox's Chief Executive Officer John D. Romano commented, "This announcement represents a significant milestone in advancing the expansion of Tronox's minerals processing operations to produce rare earth elements for customers that are critical to permanent magnet, defense, energy, and advanced technology industries. While Tronox currently mines and sells tailings materials containing rare earth elements, the Letters from EFA and EXIM highlight the opportunity for Tronox to assume a leading role as a supplier of rare earth elements to support the critical mineral strategies of Australia and the United States. We appreciate the support of EFA, EXIM Bank, and the Governments of Australia and the United States in this next phase of our rare earths journey."

EFA Managing Director and Chief Executive Officer John Hopkins said, "EFA is pleased to provide a non-binding and conditional Letter of Support for this project, which aligns with our mandate to support the development of Australia's critical minerals sector. This support is part of our engagement with our counterparts at EXIM under the Single Point of Entry framework and United States–Australia Framework for Securing of Supply in the Mining and Processing of Critical Minerals and Rare Earths. We look forward to continuing discussions as the project progresses."

The EFA LS is subject to the satisfactory completion of customary due diligence, including environmental, social and financial assessments, as well as credit, risk and legal requirements and approvals, and compliance with applicable laws and regulations.

The EXIM LI is a non-binding indication of EXIM's general interest in a proposed transaction or project and provides indicative general financing terms that EXIM is prepared to consider based on a limited review of the transaction/project.

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 6,500 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.

About EFA
Export Finance Australia is Australia's export credit agency. EFA provides commercial finance for export trade and overseas infrastructure development. From small and medium-sized enterprises to large corporates and infrastructure projects, EFA helps Australian businesses take on the world. In doing so, EFA's finance supports Australia's economic security and resilience. EFA administers the Australian Government's National Interest Account, which currently includes the Southeast Asia Investment Financing Facility, Critical Mineral Facility, the Defense Export Facility and lending for the Australian Infrastructure Financing Facility for the Pacific. Learn more at exportfinance.gov.au.

About EXIM
The Export-Import Bank of the United States is the nation's official export credit agency with the mission of supporting American jobs by facilitating U.S. exports. To advance American competitiveness and assist U.S. businesses as they compete for global sales, EXIM offers financing including?export credit insurance,?working capital guarantees,?loan guarantees, and?direct loans. As an independent federal agency, EXIM contributes to U.S. economic growth by supporting tens of thousands of jobs in exporting businesses and their supply chains across the United States. Learn more at?www.exim.gov.??

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, anticipated completion of extensions and upgrades to our mining operations, anticipated trends in our business and industry, anticipated costs, benefit 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 plan, our sustainability goals, commitments and programs, any expectation that any or all of the conditional and non-binding Letters will become a binding commitment, any expectation that the Company will be successful in arranging all required financing and/or developing a financeable structure with respect to its rare earth initiatives, and any expectation that the Company will be successful in developing a rare earth supply chain in Australia and/or the United States. 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, 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, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; inflationary pressures and energy costs; currency movements; 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.

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.

Investor Relations and Media Contact: Jennifer Guenther
+1.203.705.3701 extension: 103701 (Media)
+1.646.960.6598 (Investor Relations)

https://edge.prnewswire.com/c/img/favicon.png?sn=DA42067&sd=2025-12-09 View original content to download multimedia:https://www.prnewswire.com/news-releases/exportimport-bank-of-the-united-states-and-export-finance-australia-provide-conditional-and-non-binding-support-for-potential-financing-of-up-to-us600-million-to-advance-tronoxs-rare-earth-strategy-302635993.html

SOURCE Tronox Holdings plc

$4..51+ 17%

$TROX: ROlllinggggggggggg.......... now $3

Look at this flyer.............. just like that outta nowhere.

Watching with interest.


GO $TROX

An Upcoming Rare Earth Play to Take Notice of
https://10xalerts.com/an-upcoming-rare-earth-play-to-take-notice-of/

Tronox Q4 2020 Earnings Preview
Feb. 16, 2021 5:35 PM ETTronox Holdings plc (TROX)By: Pranav Ghumatkar, SA News Editor
Tronox (NYSE:TROX) is scheduled to announce Q4 earnings results on Wednesday, February 17th, after market close.
The consensus EPS Estimate is $0.20 (+42.9% Y/Y) and the consensus Revenue Estimate is $749.99M (+8.2% Y/Y).
Over the last 2 years, TROX has beaten EPS estimates 63% of the time and has beaten revenue estimates 50% of the time.
Over the last 3 months, EPS estimates have seen 3 upward revisions and 0 downward. Revenue estimates have seen 2 upward revisions and 0 downward.
Recent earnings Analysis from our contributors:Tronox Holdings plc: To Hold But Not To Have
Now read: Avient Corporation 2020 Q4 - Results - Earnings Call Presentation

https://seekingalpha.com/news/3662340-tronox-q4-2020-earnings-preview

Current PriceUS$18.93 31.9% Undervalued Fair Value:US$27.78

https://simplywall.st/stocks/us/materials/nyse-trox/tronox-holdings

* * $TROX Video Chart 04-17-2020 * *

Link to Video - click here to watch the technical chart video

Moody's Speculative Grade Liquidity Ratings-03/04/2020:

POSITIVE

Beats by 2 Cents and RAISES Dividend by 56%!!!!

Whisper number says Big Beat, Let's Hope!

Well defined Megaphone pattern here.

Sold!

Starting to look interesting again, imo.

Fiddy and out!

Anybody get sub $7?

Target exit getting close here, imo.

Monitoring this one.

News: $TROX Tronox to Hold Investor Call to Discuss Legacy Cristal Business Performance and Reiterate Outlook for 2019 and 2020

STAMFORD, Conn. , June 3, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX), a global mining and inorganic chemicals company, will conduct a webcast conference call on Thursday, June 6, 2019, at 7:30 a.m. ET ( New York ) to discuss and provide additional informatio...

Find out more https://marketwirenews.com/news-releases/tronox-to-hold-investor-call-to-discuss-legacy-cristal-business-performance-and-reiterate-outlook-for-2019-and-2020-8293248.html

News: $TROX Tronox Announces $100 Million Share Repurchase Program

Company to hold investor call to further discuss legacy Cristal business performance STAMFORD, Conn. , June 3, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE:TROX) ("Tronox" or the "Company"), the world's largest vertically integrated producer of titanium dioxide pigment, to...

Find out more https://marketwirenews.com/news-releases/tronox-announces-100-million-share-repurchase-program-8287506.html

Window Closed - 02/11

* * $TROX Video Chart 05-30-2019 * *

Link to Video - click here to watch the technical chart video

News: $TROX Tronox to Discuss Cristal Acquisition

STAMFORD, Conn. , April 11, 2019 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX), a global mining and inorganic chemicals company, will conduct a webcast today at 8:30 a.m. EDT ( New York ) to discuss its acquisition of the titanium dioxide ("TiO 2 ") business of The National Tita...

Got this from https://marketwirenews.com/news-releases/tronox-to-discuss-cristal-acquisition-7982800.html

* * $TROX Video Chart 02-12-2019 * *

Link to Video - click here to watch the technical chart video

More than 5 days have passed since the shutdown. The FTC's deadline has passed... Something is happening in the courts we just don't know how it will be resolved. You would think that the ftc has bigger fish to fry than block this merger.

It's a long, long road:


Administrative Law Judge Upholds FTC’s Complaint Allegations that Merger of Major Titanium Dioxide Companies would have Harmed Competition

For Release
December 17, 2018

Tags:

Manufacturing Industrial Goods Bureau of Competition Competition Merger Horizontal

In an Initial Decision announced today, Chief Administrative Law Judge D. Michael Chappell upheld allegations in a Federal Trade Commission complaint challenging the merger of Tronox Limited and Cristal, two top suppliers of chloride process titanium dioxide (“TiO2”), a white pigment used in a wide variety of products, including paint, industrial coatings, plastic, and paper.

“The evidence proves that the planned Acquisition may substantially lessen competition in the relevant market for the sale of chloride TiO2 in North America in violation of Section 7 of the Clayton Act and Section 5 of the FTC Act,” Judge Chappell wrote in the decision. He concluded that the planned Acquisition would create a highly concentrated market and increase the likelihood of coordinated conduct among the remaining firms.

“Respondents have failed to rebut this proof, including by failing to demonstrate that entry or expansion would be timely, likely, and sufficient to counteract the likely anticompetitive effects of the Acquisition, or to demonstrate cognizable synergies or efficiencies that might justify the likely anticompetitive effects of the Acquisition,” Judge Chappell wrote.

An order Judge Chappell included with the Dec. 7, 2018 Initial Decision would require the respondents to terminate the Proposed Acquisition Agreement and cease taking any direct or indirect actions to consummate it; to return all confidential information to each other; and to certify final compliance within 15 days of the order becoming final.

According to the FTC’s Administrative Complaint, Tronox Limited’s proposed acquisition of competitor Cristal, for $1.67 billion and a 24 percent stake in the combined entity, would violate the antitrust laws by significantly reducing competition in the North American market (comprised of the United States and Canada) for chloride process titanium dioxide. The FTC alleged that the acquisition, if consummated, would increase the risk of coordinated action among the remaining competitors, and increase the risk of future anticompetitive output reductions by Tronox.

The Appeals Process. Because the Federal Trade Commission has sought preliminary relief to prevent consummation of the proposed acquisition in federal court, Commission Rule 3.52(a) provides that the Judge’s Initial Decision is subject to automatic review by the full Commission. On September 12, 2018, the United States District Court for the District of Columbia issued a Memorandum Opinion and Order granting the Commission’s Motion For Preliminary Injunction.

The full decision of the judge is on:
https://www.ftc.gov/system/files/documents/cases/docket_9377_tronox_et_al_initial_decision_redacted_public_version.pdf

I hope the FTC will accept Tronox's proposal for the divestiture of the ashtabula plant as a possible solution.

* * $TROX Video Chart 12-06-18 * *

Link to Video - click here to watch the technical chart video

Tronox-Cristal merger likely to be finalized in Q1: Tasnee CEO

Source: https://www.argaam.com/en/article/articledetail/id/582807:
"27-11-2018

"The planned merger between Tronox and Cristal is expected to be complete by early 2019, Mutlaq Al-Morished, chief executive of National Industrialization Co. (Tasnee), told Al Arabiya channel.



The deal is underway and progressing as negotiations with the US Federal Trade Commission (FTC) is advancing, he said.



FTC filed in July a complaint against Tronox’s plan to acquire the titanium dioxide (TiO2) business of National Titanium Dioxide Ltd. (Cristal), a subsidiary of Tasnee.



All regulatory approvals were approved and the deal is pending FTC approval.



FTC had requested to sell Cristal’s plant as a condition to approve the deal, while Tasnee was able to convince the federal authority that there’s no need to sell a whole plant, and apart [sic] is enough, he said."

[Bolds are mine. EH22]

Wherr the heck is this mystery buyer of the Ashtabula plant... Let's get this merger done in behind us

12.90 Exploding now!!! See ya @ $21.00 promise $$$$

That was a Huge BUY, $7.3 Million BUY @ 12.76 Only a Hedge Fund or a Venture Capitalist have that ability to go ALL IN One shot Deal!!

12.76 sorry

Holy Sheeta, 568,582 Buy @ .76 That translates to $7,255,106 We could see $21.00 This week $$$$

Load all you can @ 12.95 Thank me @ $16.00 in 2 days!!! $$$$

ALL IN on the Dip @ 12.45 Analyst Target is $21.00

TRONOX Ltd (TROX) Gets a Buy Rating from Alembic Global
https://www.smarteranalyst.com/brief/tronox-ltd-trox-gets-a-buy-rating-from-alembic-global-2/

Thanks for the link. I've been involved in TROX off and on since pre bk. Through selling calls I was able to get my cost basis into the sub $5 range before the huge run over last few years. Sold out in the 20s. Been getting back in in 15s and selling puts and calls to lower basis into 12s. I'm comfortable with my position and will add further if the opportunities arise.

Best of luck all

I believe you are right, but we'll need a lot of patience. By the way, there was an interesting favorable write-up on Tronox in Value Investors Club on May 18, 2018. It is worth reading it:

https://www.valueinvestorsclub.com/idea/TRONOX_LTD/142232

EH22

This will get approved
This is a $20+ stock

Absolutely. I was hoping we'd all be retired by now :)

On September 14, 2018, at 1 P.M., the Chief Administrative Law Judge will hear the closing arguments of Tronox and the FTC. See:
https://www.ftc.gov/system/files/documents/cases/d09377_alj_order_setting_closing_arguments_public592139.pdf

EH22

OT

Hey, its been some long time ol buddy. You still holding Lehman? About one year to go till wrap up. Its been a LONG ride.

How's everyone here... Down to 16 is way overblown. I've been selling puts hand over fist. I think this stays above 16 and recovers nicely.

$TROX beats the Estimize EPS Consensus by 6c and the Estimize Revenue Consensus by $30.09M -

earnings

STAMFORD, Conn., March 1, 2018 /PRNewswire/ -- Tronox Limited (NYSE:TROX) reported revenue of $464 million for the fourth quarter 2017, up 32 percent from $352 million in the year-ago quarter and up 7 percent from $435 million in the prior quarter. Income from operations of $60 million increased from $1 million in the year-ago quarter and $51 million in the prior quarter. Net income from continuing operations attributable to Tronox Limited was breakeven, or $0.00 per diluted share, compared to net income from continuing operations attributable to Tronox Limited of $97 million, or $0.81 per diluted share, in the year-ago quarter, which included a corporate reorganization tax benefit and restructuring benefit of $138 million, or $1.14 per diluted share, and a net loss from continuing operations attributable to Tronox Limited of $31 million, or ($0.26) per diluted share in the prior quarter. Net income from continuing operations attributable to Tronox Limited in the fourth quarter included Cristal acquisition-related expenses of $15 million. Excluding acquisition expenses, adjusted net income from continuing operations attributable to Tronox Limited (Non-GAAP) was $15 million, or $0.12 per diluted share. Adjusted EBITDA of $135 million increased 125 percent compared to $60 million in the year-ago quarter and 10 percent compared to $123 million in the prior quarter.

On March 1, 2018, Tronox Limited, an Australian public limited company incorporated in the Commonwealth of Australia (the “Company”), The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), entered into an Amendment to Transaction Agreement (the “Amendment”), which amends the previously announced Transaction Agreement (the “Original Transaction Agreement” and as amended by the Amendment, the “Amended Transaction Agreement”), by and among the Company, Cristal and Seller.

The Amendment provides for an extension of the termination date under the Original Transaction Agreement to June 30, 2018, with automatic three-month extensions to March 31, 2019, if necessary based on the status of outstanding regulatory approvals. The Amendment also provides that the Company has the right to terminate the Amended Transaction Agreement if it determines that the outstanding regulatory approvals are not reasonably likely to be obtained. In the event that such termination by the Company is on or after January 1, 2019, or if regulatory approval has not been obtained by March 31, 2019 and the Company or Cristal elects to terminate the Amended Transaction Agreement, then the Company is required to pay Cristal a $60 million termination fee.

Completion of the transactions contemplated by the Amended Transaction Agreement (the “Transaction”) remains subject to various customary closing conditions as set forth in the Amended Transaction Agreement, including receipt of regulatory clearances from the U.S. Federal Trade Commission and the European Commission. The Company has received approval for the Transaction from seven of the nine regulatory jurisdictions whose approvals are required to close the Transaction.

In addition, Tronox and Cristal agreed to modify the form of shareholders agreement that the parties agreed to execute at the closing of the Transaction to provide for certain changes to the number of shares Cristal and its affiliates are required to hold in order to maintain board representation on the Tronox board of directors and to the transfer restrictions applicable following the closing of the Transaction.

Other than as expressly modified pursuant to the Amendment, the Original Transaction Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on February 21, 2017, remains in full force and effect. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

Item 2.02.
Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of the Company, dated March 1, 2018, reporting the Company’s financial results for the fourth quarter ended December 31, 2017. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

I finally received my shares last week.......probably should have excised the warrants last year.....I see the stock is now closer to its 52 week low and to its 52 week high.......

Anyone reason why Tronox postponed their earnings release by two week??? Good news or bad? I would think bad news as reflected by the stocks recent performance

Thanks

I finally received my shares last week.......probably should have excised the warrants last year.....I see the stock is now closer to its 52 week low and to its 52 week high.......

Anyone reason why Tronox postponed their earnings release by two week??? Good news or bad? I would think bad news as reflected by the stocks recent performance

Thanks

Well I think that I finally excisered my warrants.....I called the bank and it took them 1 week to get the instructions. Was told that it would take up to 10 days to get my shares. In the meantime, the stock is crashing and I cannot even sell, because I do not have the shares yet.......I love it how the "experts" stay don't panic, wait it out.......easy for them to say as they sell and pick up cheap shares....Legalized theft I tell you

Thanks for the quick response