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What changed in Tronox Holdings plc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tronox Holdings plc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+406 added−389 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-19)

Top changes in Tronox Holdings plc's 2025 10-K

406 paragraphs added · 389 removed · 334 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

43 edited+21 added−18 removed81 unchanged
Biggest changeOur Principal Products TiO 2 TiO 2 Pigment TiO 2 pigment is used in a wide range of products due to its ability to impart whiteness, brightness, and opacity. TiO 2 pigment is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications.
Biggest changeSee "Risk Factors - The Company may not be successful in arranging required financing and/or developing a financeable structure for its rare earth initiatives, and even if the required financing is obtained and/or a financing structure is achieved, the Company may not be successful in developing a viable rare earth supply chain." Our Principal Products TiO 2 TiO 2 Pigment TiO 2 pigment is used in a wide range of products due to its ability to impart whiteness, brightness, and opacity.
Mining and Beneficiation of Mineral Sands Deposits Our current operational mining and beneficiation of mineral sands deposits are comprised of the following: • KwaZulu-Natal (“KZN”) Sands operations located on the eastern coast of South Africa consisting of the Fairbreeze mine, a concentration plant, a mineral separation plant and two smelting furnaces that produce titanium slag; • Our Namakwa Sands operations located on the western coast of South Africa consisting of the Namakwa mine, two concentration plants, a mineral separation plant, as well as two smelting furnaces that produce titanium slag; 4 TABLE OF CONTENTS • Our Northern Operations complex in Western Australia consisting of the Cooljarloo dredge mine and floating heavy mineral concentration plant and the Chandala metallurgical site which includes a mineral separation plant and a synthetic rutile plant that produces synthetic rutile; • Eastern Australia operations consisting of the Atlas mine and a heavy mineral concentration plant located there and a mineral separation plant located at Broken Hill, New South Wales; and • Perth Basin operations in Western Australia consisting of the Wonnerup mine and a mineral separation plant.
Mining and Beneficiation of Mineral Sands Deposits 4 TABLE OF CONTENTS Our current operational mining and beneficiation of mineral sands deposits are comprised of the following: • KwaZulu-Natal (“KZN”) Sands operations located on the eastern coast of South Africa consisting of the Fairbreeze mine, a concentration plant, a mineral separation plant and two smelting furnaces that produce titanium slag; • Our Namakwa Sands operations located on the western coast of South Africa consisting of the Namakwa mine, two concentration plants, a mineral separation plant, as well as two smelting furnaces that produce titanium slag; • Our Northern Operations complex in Western Australia consisting of the Cooljarloo dredge mine and floating heavy mineral concentration plant and the Chandala metallurgical site which includes a mineral separation plant and a synthetic rutile plant that produces synthetic rutile; • Eastern Australia operations consisting of the Atlas mine and a heavy mineral concentration plant located there and a mineral separation plant located at Broken Hill, New South Wales; and • Perth Basin operations in Western Australia consisting of the Wonnerup mine and a mineral separation plant.
Tronox Core Values 9 TABLE OF CONTENTS • We have an uncompromising focus on operating safe, reliable and responsible facilities. • We honor our responsibility to create value for stakeholders. • We treat others with respect, and act with personal and organizational integrity. • We build our organization with diverse, talented people who make a positive difference and we invest in their success. • We are adaptable, decisive and effective. • We are trustworthy and reliable, and we build mutually rewarding relationships. • We share accountability, and have high expectations for ourselves and one another. • We do the right work the right way in every aspect of our business. • We celebrate the joy of working together to accomplish great things.
Tronox Core Values • We have an uncompromising focus on operating safe, reliable and responsible facilities. • We honor our responsibility to create value for stakeholders. • We treat others with respect, and act with personal and organizational integrity. • We build our organization with diverse, talented people who make a positive difference and we invest in their success. 9 TABLE OF CONTENTS • We are adaptable, decisive and effective. • We are trustworthy and reliable, and we build mutually rewarding relationships. • We share accountability, and have high expectations for ourselves and one another. • We do the right work the right way in every aspect of our business. • We celebrate the joy of working together to accomplish great things.
Moreover, because transportation costs are minor relative to the cost of our product, there is also competition between products produced in one region versus products produced in another region. We face competition from global competitors with headquarters in Europe, the United States and China, including Chemours, LB Group, Kronos Worldwide Inc., INEOS, and Venator.
Moreover, because transportation costs are minor relative to the cost of our product, there is also competition between products produced in one region versus products produced in another region. We face competition from global competitors with headquarters in Europe, the United States and China, including Chemours, LB Group, Kronos Worldwide Inc., and INEOS.
We believe we can have the most success fostering a high performance culture by setting high expectations for each other and modelling ways of work done well, enrolling our people into fulfilling our vision and strategy, and investing the success and fulfillment of our people.
We believe we can have the most success fostering a high performance culture by setting high expectations for each other and modelling ways of work done well, enrolling our people into fulfilling our vision and strategy, and investing in the success and fulfillment of our people.
The following sets forth the percentage of our TiO 2 sales volume by end-use market for the year ended December 31, 2024: 6 TABLE OF CONTENTS In addition to price and product quality, we compete on the basis of technical support and customer service. We sell our products through both a direct sales force and third-party agents and distributors.
The following sets forth the percentage of our TiO 2 sales volume by end-use market for the year ended December 31, 2025: 6 TABLE OF CONTENTS In addition to price and product quality, we compete on the basis of technical support and customer service. We sell our products through both a direct sales force and third-party agents and distributors.
Due to the nature of the production process, the final pigment product is not sensitive to the feedstocks used to create it, as substantially all substances other than TiO 2 are removed during the process. The chloride process currently accounts for substantially all of the industry-wide TiO 2 production capacity in North America, and approximately 41% of industry-wide capacity globally.
Due to the nature of the production process, the final pigment product is not sensitive to the feedstocks used to create it, as substantially all substances other than TiO 2 are removed during the process. The chloride process currently accounts for substantially all of the industry-wide TiO 2 production capacity in North America, and approximately 40% of industry-wide capacity globally.
Additionally, we have 11 trademark registrations in the U.S. and 3 trademark applications in the U.S., as well as 313 trademark counterpart registrations and applications in foreign jurisdictions. We also rely upon our unpatented proprietary technology, know-how and other trade secrets.
Additionally, we have 11 trademark registrations in the U.S. and 3 trademark applications in the U.S., as well as 316 trademark counterpart registrations and applications in foreign jurisdictions. We also rely upon our unpatented proprietary technology, know-how and other trade secrets.
Monazite is concentrated and processed to remove contaminants, such as uranium and thorium, before being separated into specific rare earth oxides (REOs) such as neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy).
Monazite is concentrated and processed to remove contaminants, such as uranium and thorium, before being sold to rare earth processors and separated into specific rare earth oxides (REOs) such as neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy).
Further, third parties may claim that we infringe on their intellectual property rights which could result in costly litigation." Human Capital Tronox employs approximately 6,500 people across six continents, and we believe it is our rich diversity and exceptional operational and technical expertise that, combined with our vertical integration model, position Tronox as the world's leading vertically integrated manufacturer of titanium dioxide pigment.
Further, third parties may claim that we infringe on their intellectual property rights which could result in costly litigation." Human Capital Tronox employs approximately 5,700 people across six continents, and we believe it is our rich diversity and exceptional operational and technical expertise that, combined with our vertical integration model, position Tronox as the world's leading vertically integrated manufacturer of titanium dioxide pigment.
Zircon typically represents a relatively 3 TABLE OF CONTENTS low proportion of the in-situ heavy mineral sands deposits we mine, but has a relatively high value compared to other heavy mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries.
Zircon typically represents a relatively low proportion of the in-situ heavy mineral sands deposits we mine, but has a relatively high value compared to other heavy mineral products. Refractories containing zircon are expensive and are only used in demanding, high-wear and corrosive applications in the glass, steel and cement industries.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year ended December 31, 2024. 1 TABLE OF CONTENTS The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2024.
The following sets forth the percentage of our revenue derived from sales of our products by geographic region for the year ended December 31, 2025. 1 TABLE OF CONTENTS The below sets forth the percentage of our revenue derived from sales of our products for the year ended December 31, 2025.
For further financial information regarding our products and geographic regions, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as Notes 3 and 23 of notes to our consolidated financial statements, each included elsewhere in this Form 10-K. 2024 Key Strategic Initiatives The following sets forth the key strategic initiatives underway in 2024: Become the Low Cost TiO 2 Producer by Investing in our Business Processes and Strengthening Vertical Integration Our ability to compete effectively in the TiO 2 industry is determined by many factors, including innovation, reliability, product quality, customer service and price.
For further financial information regarding our products and geographic regions, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as Notes 4 and 25 of notes to our consolidated financial statements, each included elsewhere in this Form 10-K. 2025 Key Strategic Initiatives The following sets forth the key strategic initiatives underway in 2025: Become the Low Cost TiO 2 Producer by Investing in our Business Processes and Strengthening Vertical Integration Our ability to compete effectively in the TiO 2 industry is determined by many factors, including innovation, reliability, product quality, customer service and price.
Production of TiO 2 Pigment 5 TABLE OF CONTENTS TiO 2 pigment is produced using a combination of processes involving the manufacture of base pigment particles through either the chloride or sulfate process followed by surface treatment, drying and milling (collectively known as finishing).
Production of TiO 2 Pigment TiO 2 pigment is produced using a combination of processes involving the manufacture of base pigment particles through either the chloride or sulfate process followed by surface treatment, drying and milling (collectively known as finishing).
Pigment producers procure a range of types of feedstocks from multiple feedstock producers to create varying blends of feedstock materials that maximize the efficiency and economic returns of their unique production technique under conditions applicable at the time of production.
Pigment producers procure a range of types of feedstocks from multiple feedstock producers to create varying blends of feedstock materials that maximize the efficiency and economic returns of their unique production technique under conditions 5 TABLE OF CONTENTS applicable at the time of production.
For additional information on this topic, see section entitled “Risk Factors – Risks Relating to our Legal and Regulatory Environment - ESG issues, including those related to climate change and 11 TABLE OF CONTENTS sustainability, may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.” Available Information Our public internet site is http://www.tronox.com.
For additional information on this topic, see section entitled “Risk Factors – Risks Relating to our Legal and Regulatory Environment - Sustainability issues as they may be applicable in certain jurisdictions, including those related to climate change, may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.” 11 TABLE OF CONTENTS Available Information Our public internet site is http://www.tronox.com.
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia.
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our seven pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia.
Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical, and other high-end applications. In 2024, we generated $322 million in revenue from sales of zircon.
Foundry applications use zircon when casting articles of high quality and value where accurate sizing is crucial, such as aerospace, automotive, medical, and other high-end applications. In 2025, we generated $274 million in revenue from sales of zircon.
Currently, approximately 87% of our TiO 2 pigment production capacity is produced using the chloride process and approximately 13% of our TiO 2 production capacity is produced using the sulfate process. We use the sulfate process at our manufacturing facility in Thann, France to produce ultrafine TiO 2 products.
Currently, approximately 90% of our TiO 2 pigment production capacity is produced using the chloride process and approximately 10% of our TiO 2 production capacity is produced using the sulfate process. We use the sulfate process at our manufacturing facility in Thann, France to produce ultrafine TiO 2 products.
The majority of our greenhouse gas ("GHG") emissions are generated from our TiO2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and the Kingdom of Saudi Arabia.
The majority of our greenhouse gas ("GHG") emissions are generated from our TiO 2 slag furnaces in South Africa, synthetic rutile kiln in Western Australia, and TiO 2 pigment plants in the United States, United Kingdom, France, Brazil, Australia, and the Kingdom of Saudi Arabia.
In 2024, our employees worked approximately 12 million hours with 20 recordable injuries and no fatalities from our operations, and our contractors worked approximately 12 million hours with 19 recordable injuries and no fatalities from our operations. Culture We aim to create an organizational culture where employees unleash their full value through living our values, and fostering a high-performance culture.
In 2025, our employees worked approximately 11 million hours with 11 recordable injuries and no fatalities from our operations, and our contractors worked approximately 12 million hours with 16 recordable injuries and no fatalities from our operations. Culture We aim to create an organizational culture where employees unleash their full value through living our values, and fostering a high-performance culture.
Today, we are a collaborative group of people who naturally want to be helpful to others, and we adjust our own efforts to make our colleagues’ work easier, however we can. Building on the foundation of applying an outward mindset, we have adopted a set of core values that describes our expectations of one another, starting with safety.
Today, we are a collaborative group of people who naturally want to be helpful to others, and we adjust our own efforts to make our colleagues’ work easier, however we can. We have adopted a set of core values that describes our expectations of one another, starting with safety.
The business processes that allow us to maximize the benefit of our vertical integration and global footprint --- the so-called “hidden factory” --- needs to be optimized if we are to successfully meet the pricing and other competitive pressures that characterize our industry.
The business processes that allow us to maximize the benefit of our vertical integration and global footprint --- the so-called “hidden factory” --- needs to be optimized if we are to successfully meet the pricing and other competitive pressures that characterize our industry. Throughout 2025, the Company reinforced its commitment to sustaining and enhancing its vertical integration competitive advantage.
This program is intended to help find areas for the Company to make improvements and make our business safer with initiatives that would not be accomplished otherwise. In 2024, we completed numerous projects to reduce risk and increase workplace pride.
This program is intended to help find areas for the Company to make improvements and make our business safer with initiatives that would not be accomplished otherwise. In 2025, we completed numerous projects aimed at reducing risk and increasing workplace pride which we believe will make our operations safer.
We believe the Company’s dedication to these significant renewable energy projects are just two examples of how Tronox is committed to being a leader when it comes to corporate sustainability and protection of the environment.
It remains our long-term goal to achieve "net zero" carbon emissions by 2050. We believe the Company's dedication to these significant renewable energy projects are just two examples of how Tronox is committed to being a leader when it comes to corporate sustainability and protection of the environment.
Process technology research also pertains to concentration and separation of monazite into neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy), the types of REOs that are most in demand for EV and wind turbine applications.
Process technology research also pertains to concentration and separation of monazite into neodymium (Nd), praseodymium (Pr), terbium (Tb), and dysprosium (Dy), the types of REOs that are most in demand for EV and wind turbine applications. During 2025, we commercialized several new products, including two new products to address both masterbatch and engineering resin markets.
At present, it is our belief that there is no effective substitute for TiO 2 pigment because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated as cost effectively. Ultrafine Specialty TiO 2 We produce ultrafine TiO 2 at our manufacturing facility in Thann, France.
TiO 2 pigment is considered to be a quality of life product. At present, it is our belief that there is no effective substitute for TiO 2 pigment because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated as cost effectively.
We are committed to creating an organization where leaders encourage a diverse workforce, where people feel valued and respected, have access to opportunities, and in which a variety of different voices are encouraged and heard.
We are committed to creating an organization where leaders encourage a diverse workforce, where people feel valued and respected, have access to opportunities, and in which a variety of different voices are encouraged and heard. For instance, during 2025, we focused our efforts on inclusion through developing learning opportunities and surveying our employees.
Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders. TiO 2 pigment is considered to be a quality of life product.
TiO 2 pigment is used extensively in the manufacture of paint and other coatings, plastics and paper, and in a wide range of other applications. Moreover, it is a critical component of everyday consumer applications due to its superior ability to cover or mask other materials effectively and efficiently relative to alternative white pigments and extenders.
In addition, we also continued to support rare earth initiatives which resulted in improvements in the characterization and transformation of raw materials that could be used in the rare earth space.
In addition, we also continued to support our rare earth initiatives which resulted in improvements in the characterization and transformation of raw materials that could be used in the rare earth space. Tronox has also completed a pre-feasibility study with respect to the development of a rare earth "cracking and leaching" facility.
At our Thann facility in France, we produce TiCl 4 dedicated for merchant market sales to customers for use mainly in the production of various types of pigments and catalyst products. At our Yanbu facility, we produce excess TiCl 4 which we both sell directly to a joint venture between Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd.
At our Yanbu facility, we produce excess TiCl 4 which we both sell directly to a joint venture between Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd. ("ATTM") for use at ATTM's titanium sponge plant facility that is adjacent to our Yanbu facility and in the merchant market.
The below map sets forth the approximate number of employees as of December 31, 2024, in each of the global regions in which we operate. 8 TABLE OF CONTENTS Accordingly, we place a high priority on knowledge transfer (including by relocating skilled leaders across countries and between mining and TiO 2 pigment operations, by staffing high-potential employees in regions on global projects, and by enabling collaboration in global centers of excellence), and we place a high priority on fostering diversity, equity and inclusion.
Accordingly, we place a high priority on knowledge transfer, including, but not limited to, by relocating skilled leaders across countries and between mining and TiO 2 pigment operations, by staffing high-potential employees in regions on global projects, and by enabling collaboration in global centers of excellence).
This project is expected to reduce Tronox’s global Scope 1 and 2 emissions by approximately 13%. In addition, in June 2024, we announced a second large-scale renewable energy project in South Africa that is expected to be fully operational by the end of 2027.
In addition, in June 2024, we announced a second large-scale renewable energy project in South Africa that is expected to be fully operational by the end of 2027. Upon completion of such project, the Company expects that approximately 70% of its South African needs will be satisfied by renewable energy.
We market ultrafine TiO 2 products under the CristalActiv® trademark. Ultrafine TiO 2 has highly catalytic properties due to the relatively high surface area of each TiO 2 molecule. The principal use of ultrafine TiO 2 products is in NOx emission control products utilized in stationary, mobile and marine applications.
Ultrafine Specialty TiO 2 We produce ultrafine TiO 2 at our manufacturing facility in Thann, France. We market ultrafine TiO 2 products under the CristalActiv® trademark. Ultrafine TiO 2 has highly catalytic properties due to the relatively high surface area of each TiO 2 molecule.
We also place an uncompromising focus on operating safe, reliable, and responsible facilities, and we measure our progress with both safety metrics and leading indicators. We believe every employee and contractor has a responsibility for safety, and we proactively identify and manage risk, conduct ourselves responsibly, exercise good judgement, and take accountability for our actions.
We believe every employee and contractor has a responsibility for safety, and we proactively identify and manage risk, conduct ourselves responsibly, exercise good judgment, and take accountability for our actions.
We also have a rigorous succession planning process with respect to key positions throughout the organization. We believe such process allows us to proactively develop the talent of the future and allows us to move with speed and agility when leadership changes are required.
We believe such process allows us to proactively develop the talent of the future and allows us to move with speed and agility when leadership changes are required. As part of the succession planning process, high potential leaders are identified and development plans are completed for each candidate.
The various legislation and regulations are subject to a number of internal and 10 TABLE OF CONTENTS external audits. We believe our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations.
We believe our mineral sands operations are in compliance, in all material respects, with existing health, safety and environmental legislation and regulations. 10 TABLE OF CONTENTS Regulation of the Mining Industry in South Africa The South African mining regulatory regime is comprehensive and requires regular reporting to applicable government departments.
("ATTM") for use at ATTM's titanium sponge plant facility that is adjacent to our Yanbu facility and in the merchant market. In 2024, we generated $345 million in revenue from the sale of high purity pig iron, monazite, titanium tetrachloride and other products. The demand for certain of our products during a given year is subject to seasonal fluctuations.
In 2025, we generated $326 million in revenue from the sale of high purity pig iron, monazite, titanium tetrachloride and other products. The demand for certain of our products during a given year is subject to seasonal fluctuations. See “Risk Factors – Risks Relating to our Business - The markets for many of our products have seasonally affected sales patterns”.
Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights Protection of our proprietary intellectual property is important to our business. At December 31, 2024, we held 73 patents and 4 patent applications in the U.S., and approximately 541 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging through 2044.
At December 31, 2025, we held 67 patents and 3 patent applications in the U.S., and approximately 470 in foreign counterparts, including both issued patents and pending patent applications. Our U.S. patents have expiration dates ranging through 2043.
We believe these new mining sites are abundant in natural rutile and zircon, and will be a significant source of high grade ilmenite suitable for direct use or slag processing. These investments are expected to generate returns above the Company's cost of capital.
These new sites are expected to provide abundant reserves of natural rutile and zircon, along with high-grade ilmenite suitable for direct use or slag processing, ensuring a secure and cost-effective feedstock supply for years to come.
In 2025, we plan to broaden the scope of such activities as our teams continue to generate action items that we believe will make our operations safer. In addition, our employees are further guided by our code of conduct and business ethics and we conduct annual global training to help them fully understand and comply with our code of conduct.
In addition, our employees are further guided by our code of conduct and business ethics and we conduct annual global training to help them fully understand and comply with our code of conduct. We also have a rigorous succession planning process with respect to key positions throughout the organization.
In 2024, we generated $2.4 billion in revenue from sales of TiO 2 . Zircon Zircon (ZrSiO4) is a co-product of mining mineral sands deposits for titanium feedstock. Zircon is used as an additive in ceramic glazes, which makes the ceramic glaze more water, chemical and abrasion resistant.
Zircon is used as an additive in ceramic glazes, which makes the ceramic glaze more water, chemical and abrasion resistant.
We aim to reduce Scope 1 and Scope 2 emission intensity 25% by the end of 2025 and 50% by the end of 2030, in each case against a 2019 baseline. During 2024, a 200 MW solar energy project in South Africa we first announced in Q1 2022 became fully operational.
We are proud that we achieved our previously announced target to reduce Scope 1 and Scope 2 emission intensity 25% by the end of 2025 against a 2019 baseline.
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During 2024, we continued to progress with our multi-year IT-enabled transformation program that includes both operational and business transformation. 2 TABLE OF CONTENTS In addition, in terms of strengthening vertical integration, during 2024, the Company invested approximately $135 million in two key mining projects in South Africa - Namakwa East OFS and Fairbreeze extension - which are expected to replace existing mines in South Africa reaching end of life.
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Key milestones were the successful commissioning of the Fairbreeze extension and the completion of construction at Namakwa East OFS which is currently in the process of being commissioned - two major mining projects in South Africa which replace existing mines approaching end of life.
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In addition, we also have a mine development project in the early stages of development in Australia which is intended to maintain our level of feedstock vertical integration. In addition, we are also continuing to evaluate opportunities to leverage our expertise in mining and the exposure we have to rare earth materials, including monazite, through our operations.
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These strategic investments are projected to deliver returns above the Company's cost of capital. 2 TABLE OF CONTENTS Sustainable Cost Improvement Plan In 2025, we launched a comprehensive Sustainable Cost Improvement Program designed to enhance cost efficiency and optimize asset performance across all aspects of our business.
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Capital Allocation In addition to returning approximately $80 million in cash to shareholders in the form of dividends and investing $370 million of capital during 2024, we believe we continued to prudently manage liquidity and our balance sheet.
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This initiative delivered over $90 million in annualized savings by year-end 2025 and is projected to achieve approximately $125-$175 million in annualized savings (including the $90 million realized in 2025) by the end of 2026. The program focuses on four key pillars: Operational Excellence, Technology Enablement, Supply Chain Optimization, and Selling, General & Administrative Expenses Alignment.
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During 2024, we executed several term loan refinancing transactions which extended the maturities in such instruments while also reducing the applicable interest rates thereunder. At the end of 2024, we had cash on hand of $151 million and untapped short-term borrowing capacity of $427 million.
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We believe this strategic approach will position us to sustain long-term value creation while maintaining operational resilience.
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As a result of our continued pursuit of our vertical integration strategy, we currently do not expect to actively sell feedstock going forward. Titanium Tetrachloride We sell titanium tetrachloride (“TiCl 4 ”) from our facilities in Thann, France and Yanbu, KSA.
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Maintaining Adequate Liquidity We took proactive measures to bolster liquidity and preserve flexibility, which included the successful execution of a $400 million senior secured bond offering which closed in September 2025, and reducing the quarterly dividend by 60%, effective in the third quarter of 2025.
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See “Risk Factors – Risks Relating to our Business - The markets for many of our products have seasonally affected sales patterns”.
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At the same time, throughout 2025, we implemented targeted operational measures to manage near-term cash flow, including: shutting down the Botlek pigment plant in the Netherlands, idling the Fuzhou pigment plant in China, and temporarily idling one furnace at the Namakwa smelter.
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During 2024, as a result of changes in certain regulations regarding a key treatment chemical used in the manufacturing of TiO 2 products, we launched a new global coatings product. In addition, sustainable by design principals continue to be a focus of 7 TABLE OF CONTENTS our research and development activities to align with the Company’s stated sustainability goals.
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In 2025, we received coordinated, non-binding and conditional letters of support/interest from Export Finance Australia and Export-Import Bank of the United States, respectively for up to an aggregate of US $600 million in limited or non-recourse financing to support the development of Tronox's rare earth supply chain.
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Moreover, we continued to focus on technology transfers across our pigment plants to help us realize the full potential of our global manufacturing footprint. During 2024, we also made progress on expanding our coatings and plastics capabilities in EMEA and APAC to support growth within those regions.
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In addition, we took an approximate 5% equity interest in Lion Rock Minerals (ASX-LRM) ("LRM"), a mineral exploration company whose Minta and Minta Est deposits have the potential to be a major source of high quality monazite and rutile. Continuing to seek funding sources and develop a rare earth minerals business is an ongoing focus of management.
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With regards to our TiO 2 ultrafine specialty business, in 2024, research and development activities focused on a broad array of areas including direct lithium extraction, carbon capture, catalysts for low carbon fuels and developing more effective DeNOx catalysts for use in automotive and power generation.
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The principal use of ultrafine TiO 2 products is in NOx emission control products utilized in stationary, mobile and marine applications. 3 TABLE OF CONTENTS In 2025, we generated $2.3 billion in revenue from sales of TiO 2 . Zircon Zircon (ZrSiO4) is a co-product of mining mineral sands deposits for titanium feedstock.
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For instance, during 2024, we continued our cultural awareness program in which employees were invited to attend panel-style webinars to learn more about the cultures of the countries where we operate.
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Titanium Tetrachloride We sell titanium tetrachloride (“TiCl 4 ”) from our facilities in Thann, France and Yanbu, KSA. At our Thann facility in France, we produce TiCl 4 dedicated for merchant market sales to customers for use mainly in the production of various types of pigments and catalyst products.
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In addition, in 2024, our D&I regional chapters focused on implementing global initiatives around improvements to our new employee onboarding process to ensure new hires are aware of our D&I programs and how they can participate.
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We also continued to focus on incorporating long-term sustainable solutions in our TiO2 products with 7 TABLE OF CONTENTS the successful implementation of organic substitutions in several new product offerings.
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We apply an "outward mindset" by which we mean that each employee should be highly aware of the organization's goals and how his or her individual actions affect the entire organization. In 2024, we utilized focus groups around the organization to gain further insight into the results of a cultural survey initiated during 2023.
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Moreover, with the closure of our Botlek pigment plant, we were able to successfully transfer certain technology to our Stallingborough pigment plant which we believe will enable us to maintain and grow our footprint in durable plastic pigment applications.
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As a result of the feedback from the survey, we developed and launched several new programs and initiatives.
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We also continued to utilize our large global footprint by expanding the product capabilities at our Yanbu pigment plant which we believe will be able to efficiently and effectively service a broad array of geographic markets, including Europe.
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Nearly all of our employees have been through training and development courses which instill the principles of working with an outward mindset. The consistent training and reinforcement of the importance of acting with an outward mindset has enabled us to transform our culture.
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Further development of this facility is expected to be conducted in 2026. Patents, Trademarks, Trade Secrets and Other Intellectual Property Rights Protection of our proprietary intellectual property is important to our business.
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We believe this cultural transformation is reflected in our results, starting with safety: our people truly care for one another, and not only other employees, but also our contractors, visitors and communities. Shaped by an outward mindset, our people have embraced our global diversity and are naturally inclusive.
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The below map sets forth the approximate number of employees in each of the global regions in which we operate. 8 TABLE OF CONTENTS In January 2026, the Company announced its intent to permanently close its TiO 2 plant in Fuzhou, China which will impact approximately 550 employees in that region.
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As part of the succession planning process, high potential leaders are identified and development plans are completed for each candidate.
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In addition, in 2025, we focused on, among other things, promoting women in STEM and celebrating our different cultures through local events. We also place an uncompromising focus on operating safe, reliable, and responsible facilities, and we measure our progress with both safety metrics and leading indicators.
Removed
Upon completion of such project, the Company expects that approximately 70% of its South African needs will be satisfied by renewable energy. It remains our long-term goal to achieve “net zero” carbon emissions by 2050.
Added
In 2025, we developed a program, Living our Values, which we expect to launch in 2026. Through this program, employees will learn how they can live our values in everything they do.
Removed
Regulation of the Mining Industry in South Africa The South African mining regulatory regime is comprehensive and requires regular reporting to applicable government departments.
Added
In addition, such program will emphasize employees working with a Growth Mindset where we believe everyone can improve, feedback is a gift, and challenges are an opportunity to learn.
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In addition, we are continuing to actively progress GHG reduction plans to enable us to achieve our target of a 50% reduction by the end of 2030 also against a 2019 baseline.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDespite these efforts, we may not be able to prevent cyberattacks and other security breaches and such events could materially adversely affect our business, financial condition and results of operations. 15 TABLE OF CONTENTS Our ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing.
Biggest changeOur ore resources and reserve estimates are based on a number of assumptions, including mining and recovery factors, future cash costs of production and ore demand and pricing. As a result, ore resources and reserve quantities actually produced may differ from current estimates.
As the costs of raw materials, utilities, transportation and similar costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases relating to raw materials, utilities, transportation and similar costs through to our customers. The markets for many of our products have seasonally affected sales patterns.
If the costs of raw materials, utilities, transportation and similar costs rise, our operating expenses will increase and could adversely affect our business, especially if we are unable to pass price increases relating to raw materials, utilities, transportation and similar costs through to our customers. The markets for many of our products have seasonally affected sales patterns.
In the event of a catastrophic incident involving any of the raw materials we use, or chemicals or mineral products we produce, we could incur material costs as a result of addressing the consequences of such event. 20 TABLE OF CONTENTS Changes to existing laws governing operations, especially changes in laws relating to transportation of mineral resources, the treatment of land and infrastructure, contaminated land, the remediation of mines, tax royalties, waste handling and management, exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets, or the rights to prospect and mine may have a material adverse effect on our future business operations and financial performance.
In the event of a catastrophic incident involving any of the raw materials we use, or chemicals or mineral products we produce, we could incur material costs as a result of addressing the consequences of such event. 21 TABLE OF CONTENTS Changes to existing laws governing operations, especially changes in laws relating to transportation of mineral resources, the treatment of land and infrastructure, contaminated land, the remediation of mines, tax royalties, waste handling and management, exchange control restrictions, environmental remediation, mineral rights, ownership of mining assets, or the rights to prospect and mine may have a material adverse effect on our future business operations and financial performance.
We may require additional capital in the future to finance capital investments, for a variety of purposes, including (i) replacement of mines that are end of life, (ii) expansion or optimization of existing production facilities or mining operations, (iii) ongoing research and development activities, (iv) business development opportunities in rare earth or other critical minerals, and (v) general working capital needs.
We may require additional capital in the future to finance capital investments, for a variety of purposes, including (i) replacement of mines that are end of life, (ii) repair, maintenance, expansion, or optimization of existing production facilities or mining operations, (iii) ongoing research and development activities, (iv) business development opportunities in rare earth or other critical minerals, and (v) general working capital needs.
Any failure to achieve our ESG goals or a perception of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation, could adversely affect our business, financial condition and results of operations, as well as our reputation.
Any failure to achieve our sustainability goals or a perception of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other sustainability matters, or increased operating or manufacturing costs due to increased regulation, could adversely affect our business, financial condition and results of operations, as well as our reputation.
Shipment delays at the port of Richards Bay have persisted for the last several years, including 2024, and we believe such delays will continue in 2025 and beyond. Delays or interruptions at either the rail service or the ports in which we receive and/or export material could have a negative impact on our business, financial condition and results of operations.
Shipment delays at the port of Richards Bay have persisted for the last several years, including 2025, and we believe such delays will continue in 2026 and beyond. Delays or interruptions at either the rail service or the ports in which we receive and/or export material could have a negative impact on our business, financial condition and results of operations.
RISKS RELATING TO OUR LEGAL AND REGULATORY ENVIRONMENT 19 TABLE OF CONTENTS Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of Mineral Resources and Energy, the compliance with which could have a material adverse effect on our business, financial condition and results of operations.
RISKS RELATING TO OUR LEGAL AND REGULATORY ENVIRONMENT 20 TABLE OF CONTENTS Our South African mining rights are subject to onerous regulatory requirements imposed by legislation and the Department of Mineral Resources and Energy, the compliance with which could have a material adverse effect on our business, financial condition and results of operations.
In addition, our KZN Sands operations currently use approximately 348,000 gigajoules of Sasol gas annually, which is currently available only from Sasol Limited (Sasol). As such, an interruption in the supply of gas from Sasol could have a material adverse effect on our business, financial conditions and results of operations.
In addition, our KZN Sands operations currently use approximately 316,000 gigajoules of Sasol gas annually, which is currently available only from Sasol Limited (Sasol). As such, an interruption in the supply of gas from Sasol could have a material adverse effect on our business, financial conditions and results of operations.
We obtained previous shareholder authority to disapply statutory pre-emption rights for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months of May 7, 2024.
We obtained previous shareholder authority to disapply statutory pre-emption rights for a period from May 7, 2025 through the end of the Company's 2026 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months of May 7, 2025.
We obtained previous shareholder authority to allot additional shares for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months after May 7, 2024.
We obtained previous shareholder authority to allot additional shares for a period from May 7, 2025 through the end of the Company's 2026 annual general meeting of shareholder, or if earlier, the close of business on the date that is fifteen (15) months after May 7, 2025.
In addition, companies across all industries are facing increasing scrutiny relating to their ESG policies. Increased focus and activism related to ESG may hinder the Company’s access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s ESG practices.
In addition, companies across all industries are facing increasing scrutiny relating to their sustainability policies. Increased focus and activism related to sustainability may hinder the Company’s access to capital, as investors may reconsider their capital investment as a result of their assessment of the Company’s sustainability practices.
In 2021, Port of Richards Bay, which is owned and operated by Transnet, was impacted by two separate events, including a significant fire, which damaged part of the Port's infrastructure, causing increased shipment delays and costs to us.
In the past, the Port of Richards Bay, which is owned and operated by Transnet, was impacted by two separate events, including a significant fire, which damaged part of the Port's infrastructure, causing increased shipment delays and costs to us.
RISKS RELATING TO INVESTING IN OUR ORDINARY SHARES Concentrated ownership of our ordinary shares by Cristal may prevent minority shareholders from influencing significant corporate decisions and may result in conflicts of interest. As of December 31, 2024, Cristal International Holdings B.V.
RISKS RELATING TO INVESTING IN OUR ORDINARY SHARES Concentrated ownership of our ordinary shares by Cristal may prevent minority shareholders from influencing significant corporate decisions and may result in conflicts of interest. As of December 31, 2025, Cristal International Holdings B.V.
For instance, in the fourth quarter of 2022, the region of New South Wales, Australia where our Eastern Operations mining operations are located experienced historic flooding which resulted in, among other things, a delay in the commissioning of our new Atlas Campaspe mine as well as prevented feedstock mined at such sites from being transported to our Australian pigment plants in a timely manner.
For instance, in the fourth quarter of 2022, the region of New South Wales, Australia where our Eastern Operations mining operations are located experienced historic flooding which resulted in, among other things, a delay in the commissioning of our Atlas mine as well as prevented feedstock mined at such site from being transported to our Australian pigment plants in a timely manner.
Although we have taken, and will continue to take, significant steps to mitigate the potential negative impact of the implementation of such new digital systems, there can be no assurance that these procedures will be completely successful. Additionally, if we undertake these projects, they may not be completed on schedule, at the budgeted cost, or at all.
Although we have taken, and will continue to take, significant steps to mitigate the potential negative impact of the implementation of such new digital systems, there can be no assurance that these procedures will be completely successful. Additionally, if we undertake other capital expenditure projects, they may not be completed on schedule, at the budgeted cost, or at all.
The majority of our greenhouse gas emissions are generated from our TiO 2 slag furnaces in South Africa, synthetic rutile kiln in Australia, and TiO 2 pigment plants in the United States, United Kingdom, France, Brazil, China, Netherlands, Australia, and Saudi Arabia.
The majority of our greenhouse gas emissions are generated from our TiO 2 slag furnaces in South Africa, synthetic rutile kiln in Australia, and TiO 2 pigment plants in the United States, United Kingdom, France, Brazil, Australia, and Saudi Arabia.
Any laws or regulations that are adopted to reduce emissions of greenhouse gases could, among other things, (i) cause an increase to our raw material costs, (ii) increase our costs to operate and maintain our facilities including potentially causing the operation or maintenance of certain sites to be uneconomical, and (iii) increase costs to administer and manage emissions programs.
Any laws or regulations that are adopted to reduce emissions of greenhouse gases could, among other things, (i) cause 22 TABLE OF CONTENTS an increase to our raw material costs, (ii) increase our costs to operate and maintain our facilities including potentially causing the operation or maintenance of certain sites to be uneconomical, and (iii) increase costs to administer and manage emissions programs.
These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent 14 TABLE OF CONTENTS upon the skills, experience and efforts of our key officers and skilled employees. Competition for skilled employees may cost us in terms of higher labor costs or reduced productivity.
These operations use modern techniques and equipment and accordingly require various types of skilled workers. The success of our business will be materially dependent upon the skills, experience and efforts of our key officers and skilled employees. Competition for skilled employees may cost us in terms of higher labor costs or reduced productivity.
We have experienced, and expect to continue to experience, these types of cybersecurity threats and incidents, which may be material. We have put in place training and security measures designed to protect against cyberattacks, phishing, security breaches and misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information, or disruption of our operations.
We have experienced, and expect to continue to experience, these types of cybersecurity threats and incidents, which may be material. 15 TABLE OF CONTENTS We have put in place training and security measures designed to protect against cyberattacks, phishing, security breaches and misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information, or disruption of our operations.
The ability of our operating companies to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities, or indentures, and legal restrictions regarding the transfer of funds.
The ability of our operating companies to make any payments to us depends on their earnings, ability to generate cash, the terms of their indebtedness, including the terms of any credit facilities, or indentures, and legal restrictions regarding the transfer of funds.
Chinese producers have significantly expanded their TiO 2 production capacity in recent years and the volume of their exports and have publicly announced their intention to continue to expand their TiO 2 production capacity and aggressive exports efforts.
Chinese producers have significantly expanded their TiO 2 production capacity in recent years and the volume of their exports and certain Chinese producers have also publicly announced their intention to continue to expand their TiO 2 production capacity and aggressive exports efforts.
Nonetheless, from time to time, we have received and in the future may receive inquiries or notices of potential or asserted claims arising under certain environmental laws or regulations with respect to properties our predecessor companies, or companies they acquired, may have owned or operated before our emergence from bankruptcy.
Nonetheless, from time to time, we have received and in the future may receive inquiries or notices of potential or asserted claims arising under certain environmental laws or regulations with respect to properties our predecessor companies, or companies they acquired, may have 23 TABLE OF CONTENTS owned or operated before our emergence from bankruptcy.
However, there can be no assurance that these duties will prove effective in increasing the price at which such Chinese producers sell TiO 2 in the jurisdictions that 13 TABLE OF CONTENTS have or will impose anti-dumping duties nor in decreasing the volume of TiO 2 sold by Chinese exporters.
However, there can be no assurance that these duties will prove effective in increasing the price at which such Chinese producers sell TiO 2 in the jurisdictions that have or will impose anti-dumping duties nor in decreasing the volume of TiO 2 sold by Chinese exporters.
These exchange control restrictions could hinder 17 TABLE OF CONTENTS our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures, and new projects outside of South Africa. Our South African operations have been affected by inflation in South Africa in recent years.
These exchange control restrictions could hinder our financial and strategic flexibility, particularly our ability to use South African capital to fund acquisitions, capital expenditures, and new projects outside of South Africa. Our South African operations have been affected by inflation in South Africa in recent years.
Although we believe we have sufficient protection of our approximately $4.2 billion of NOLs and/or approximately $507 million of Section 163(j) interest expense carryforwards, there can be no assurance that an ownership change for U.S. federal and applicable state income tax purposes will not occur in the future.
Although we believe we have sufficient protection of our approximately $4.3 billion of NOLs and/or approximately $370 million of Section 163(j) interest expense carryforwards, there can be no assurance that an ownership change for U.S. federal and applicable state income tax purposes will not occur in the future.
Specifically, KSA faces a number of challenges arising mainly from the relatively high levels of unemployment among the Saudi youth population, requests for political and social changes, and the security threat posed by certain groups.
Specifically, KSA faces a number of 18 TABLE OF CONTENTS challenges arising mainly from the relatively high levels of unemployment among the Saudi youth population, requests for political and social changes, and the security threat posed by certain groups.
For instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in 21 TABLE OF CONTENTS the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas.
For instance, we use significant amounts of water in our South Africa operations. Certain regions of South Africa have experienced in the past, and are prone to, drought conditions resulting in water restrictions being imposed in such areas.
The breach of any covenants or obligations in our credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations (and cross-defaults to certain other debt obligations) and could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other existing or future agreements governing our long-term indebtedness.
In addition, the breach of any covenants or obligations in our credit facilities or notes indentures, not otherwise waived or amended, could result in a default under the applicable debt obligations (and potentially cross-defaults to certain other debt obligations) and could trigger acceleration of those obligations, which in turn could trigger other cross defaults under other existing or future agreements governing our long-term indebtedness.
Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our results of operations and financial 22 TABLE OF CONTENTS condition. See Note 18 of notes to our consolidated financial statements, included elsewhere in this Form 10-K for further information regarding our commitments and contingencies.
Litigation is very costly, and the costs associated with prosecuting and defending litigation matters could have a material adverse effect on our results of operations and financial condition. See Note 20 of notes to our consolidated financial statements, included elsewhere in this Form 10-K for further information regarding our commitments and contingencies.
We could be subject to changes in tax rates, adoption of new tax laws or additional tax liabilities. 23 TABLE OF CONTENTS We are subject to taxation in all of the jurisdictions in which we operate.
We could be subject to changes in tax rates, adoption of new tax laws or additional tax liabilities. We are subject to taxation in all of the jurisdictions in which we operate.
Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. As a result, we may not be able to realize our expected investment return, which could adversely affect our results of operations and financial condition.
Moreover, our revenue may not increase immediately upon the expenditure of funds on a particular project. As a result, we may not be able to realize our expected investment return, which could adversely affect our results of operations and financial condition and ability to access additional sources of capital.
We have operations in jurisdictions around the globe which subjects us to a number of risks, including: • adapting to unfamiliar regional and geopolitical conditions and demands, including political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, changes to import or export regulations and fees, renegotiation or nullification of existing agreements, mining leases and permits; • increased difficulties with regard to political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and new and unfamiliar laws and regulations at national, regional and local levels, including taxation regimes, tariffs and trade barriers, including any additional tariffs in the United States or retaliatory tariffs imposed by other governments, exchange controls, repatriation of earnings, and labor and environmental and health and safety laws and regulations; • implementation of additional technological and cybersecurity measures and cost reduction efforts, including restructuring activities, which may adversely affect our ability to capitalize on opportunities; • major public health issues, such as COVID-19, which could cause, and have caused, disruptions in our operations or workforce; • war, political conditions, hostilities, including, but not limited to, the ongoing Russia and Ukraine and Middle East conflicts, or terrorist activities; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and • unexpected events, including fires or explosions at facilities, and natural disasters, including as a result of climate-related events. 16 TABLE OF CONTENTS South Africa, where we have large mining assets and derive a significant portion of our revenue and profit, poses distinct operational risks which could affect our business, financial condition and results of operations.
We have operations in jurisdictions around the globe which subjects us to a number of risks, including: • adapting to unfamiliar regional and geopolitical conditions and demands, including political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, changes to import or export regulations and fees, renegotiation or nullification of existing agreements, mining leases and permits; • increased difficulties with regard to political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and new and unfamiliar laws and regulations at national, regional and local levels, including taxation regimes, tariffs and trade barriers, including any additional tariffs in the United States or retaliatory tariffs imposed by other governments, exchange controls, repatriation of earnings, and labor and environmental and health and safety laws and regulations; • implementation of additional technological and cybersecurity measures and cost reduction efforts, including restructuring activities, which may adversely affect our ability to capitalize on opportunities; • major public health issues which could cause, and have caused, disruptions in our operations or workforce; • war, political conditions, hostilities, including, but not limited to, the ongoing Russia and Ukraine and Middle East conflicts, or terrorist activities; • difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and • unexpected events, including fires or explosions at facilities, and natural disasters, including as a result of climate-related events.
Pricing pressure, along with demand fluctuations, with respect to our TiO 2 products, zircon and pig iron can make it difficult to predict the cash we may have on hand at any given time, and a prolonged period of price declines and/or demand declines may materially and adversely affect our financial position, liquidity, ability to service and repay our debt, pay dividends, operate our business, fund our liquidity and capital needs, including to finance planned capital expenditures and results of operations.
Pricing pressure, along with demand fluctuations, with respect to our TiO 2 products, zircon and pig iron can make it difficult to predict the cash we may have on hand at any given time, and a continued period of price declines and/or demand declines may materially and adversely affect our financial position, cash generation, liquidity, ability to service and repay our debt, pay dividends, operate our business, fund our liquidity and capital needs, including through the capital markets and for the purpose of financing planned capital expenditures and results of operations.
For example, our articles of association include provisions that: 24 TABLE OF CONTENTS • maintain an advance notice procedure for proposed nominations of persons for election to our board of directors; • provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our board of directors unless they acted with the prior consent of our board of directors or the prior approval of the shareholders; and • provide that vacancies on our board of directors may be filled by a vote of the directors or by an ordinary resolution of the shareholders.
For example, our articles of association include provisions that: • maintain an advance notice procedure for proposed nominations of persons for election to our board of directors; • provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our board of directors unless they acted with the prior consent of our board of directors or the prior approval of the shareholders; and • provide that vacancies on our board of directors may be filled by a vote of the directors or by an ordinary resolution of the shareholders. 25 TABLE OF CONTENTS In addition, public limited companies are prohibited under the Companies Act from taking shareholder action by written resolution.
Our failure to meet one or more of these key financial targets may negatively impact our results of operations, stock price, and shareholder returns.
Our failure to meet one or more of these key financial targets may negatively impact our results of operations, stock price, shareholder returns and the prices of our debt securities.
Any default under those credit facilities could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our credit facilities, and could force us to seek the protection of bankruptcy laws.
Any default under those credit facilities and/or secured indenture, could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our credit facilities, notes, and other financial obligations, and could force us to seek the protection of bankruptcy laws.
Consequently, our cash flow and our ability to 18 TABLE OF CONTENTS meet our obligations or make cash distributions depends upon the cash flow of our operating companies, and the payment of funds by our operating companies in the form of dividends or otherwise.
Consequently, our cash flows and our ability to meet our obligations or make cash distributions depends upon the cash flows of our operating companies, and the payment of funds by our operating companies in the form of dividends or otherwise.
RISKS RELATING TO THE GLOBAL NATURE OF OUR BUSINESS We are exposed to the risks of operating a global business.
RISKS RELATING TO THE GLOBAL NATURE OF OUR BUSINESS 16 TABLE OF CONTENTS We are exposed to the risks of operating a global business.
Factors that affect the price of our products include, among other things: 12 TABLE OF CONTENTS • overall economic conditions; • the level of customer demand particularly in the paint, plastics and construction industries; • the level of production and exports of our products globally, including the impact of competitors increasing their capacity and exports; • the level of production and cost of materials, such as chlorine, sulfuric acid and anthracite, used to produce our products, including rising prices of raw materials due to inflation; • the cost of energy consumed in the production of TiO 2 and zircon, including the price of natural gas, electricity and pet coke; • domestic and foreign governmental regulations, tariffs or other trade disputes, regulations and taxes; • political conditions or hostilities and unrest in regions where we manufacture and/or export our TiO 2 , zircon and feedstock/other products; and • major public health issues, such as COVID-19, which could cause, among other things, macroeconomic disruptions.
Factors that affect the price of our products include, among other things: • overall economic conditions; • the level of customer demand particularly in the paint, plastics and construction industries; • the level of production and exports of our products globally, including the impact of competitors increasing their capacity and exports, in particular Chinese competitors, as well as the price of such exports being offered to customers at lower prices; • the level of production and cost of materials, such as chlorine, sulfuric acid, sulfur, and anthracite, used to produce our products, including rising prices of raw materials due to inflation; • the cost of energy consumed in the production of TiO 2 , feedstock and zircon, including the price of natural gas, pet coke and electricity, in particular, the increasing electricity costs relating to our South African operations; • domestic and foreign governmental regulations, tariffs or other trade disputes, regulations and taxes; • political conditions or hostilities and unrest in regions where we manufacture and/or export our TiO 2 , zircon and feedstock/other products; and • major public health issues which could cause, among other things, macroeconomic disruptions.
Moreover, increased regulatory requirements, including in relation to various aspects of ESG including disclosure requirements, such as the European Union's Corporate Sustainability Reporting Directive (CSRD), may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
Moreover, increased regulatory requirements, including in relation to various aspects of sustainability including disclosure requirements, may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of our products or an increase in operating costs.
On the basis of current law and HM Revenue and Customs (“HMRC”) practice, no charges to U.K. stamp duty or stamp duty reserve tax (“SDRT”) are expected to arise on the issue of the ordinary shares into DTC’s facilities or on transfers of book-entry interests in ordinary shares within DTC’s facilities.
On the basis of current law and HM Revenue and Customs (“HMRC”) practice, no charges to U.K. stamp duty or stamp duty reserve tax (“SDRT”) are expected to arise on the issue of the ordinary shares into DTC’s facilities or on transfers of book-entry interests in ordinary shares within DTC’s facilities. 26 TABLE OF CONTENTS Shareholders are strongly encouraged to hold their ordinary shares in book entry form through DTC.
Shareholders are strongly encouraged to hold their ordinary shares in book entry form through DTC. Transfers of shares held in book entry form through DTC currently do not attract a charge to stamp duty or SDRT in the U.K.
Transfers of shares held in book entry form through DTC currently do not attract a charge to stamp duty or SDRT in the U.K.
In addition, there has recently been an increasing number of attacks on commercial shipping vessels in and around the Red Sea which could ultimately impact the availability of shipping routes and/or ocean freight, as well as increase the shipping costs, for raw material to our Yanbu pigment plant as well as TiO 2 exports out of our Yanbu plant.
In addition, in the recent past there have been a number of attacks related to the conflicts in the Middle East on commercial shipping vessels in and around the Red Sea which could ultimately impact the availability of shipping routes and/or ocean freight, as well as increase the shipping costs, for raw material to our Yanbu pigment plant as well as TiO 2 exports out of our Yanbu plant.
As a result, ore resources and reserve quantities actually produced may differ from current estimates. The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies.
The mineral resource and reserve estimates are estimates of the quantity and ore grades in our mines based on the interpretation of geological data obtained from drill holes and other sampling techniques, as well as from feasibility studies.
Moreover, increased Chinese production of zircon from heavy mineral concentrates imported from Africa and Australia, along with the prolonged economic downturn in China, is resulting in increasing quantities of zircon being exported by China to other regions of the world in which we compete.
Moreover, increased Chinese production of zircon from both heavy mineral concentrates imported from Africa and Australia, and the mining of monazite to support the Chinese domestic rare earth industry, along with the prolonged economic downturn in China, is resulting in increasing quantities of zircon being exported by China to other regions of the world in which we compete typically at lower prices.
The South African government has recently embarked on a process of identifying and securing land for persons who were previously dispossessed of such land as a result of Apartheid policies. In December 2019, the South African government released a draft land expropriation bill for public comment.
The South African government has recently embarked on a process of identifying and securing land for persons who were previously dispossessed of such land as a result of Apartheid policies.
ESG issues, including those related to climate change and sustainability as well as the European Union's Corporate Sustainability Reporting Directive (CSRD), may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.
Sustainability issues as they may be applicable to certain jurisdictions, including those related to climate change, may subject us to additional costs and restrictions, including increased energy and raw material costs, which could have an adverse effect on our business, financial condition and results of operations, as well as damage our reputation.
Such events can cause a decrease in demand for our products and market prices to fall, which may have an adverse effect on our results of operations and financial condition. A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change.
Such events can cause a decrease in demand for our products and market prices to fall, which may have an adverse effect on our results of operations and financial condition.
If these anti-dumping duties and tariffs were to be revoked or reduced in the future, or if they do not adequately combat China’s unfair trade practices, our results of operations and financial position could be adversely impacted.
Anti-dumping duties are generally subject to periodic reviews and, occasionally, legal challenges, which can result in their revocation, suspension or reduction. If these anti-dumping duties and tariffs were to be revoked or reduced in the future, or if they do not adequately combat China’s unfair trade practices, our results of operations and financial position could be adversely impacted.
Prices for TiO 2, zircon and pig iron may fluctuate in response to relatively minor changes in the supply of, and demand for, these products, market uncertainty and other factors beyond our control.
Prices for TiO 2, zircon and pig iron may fluctuate in response to relatively minor changes in the supply of, 12 TABLE OF CONTENTS and demand for, these products, market uncertainty and other factors beyond our control, and we have recently been experiencing a depressed trend in the commodity cycle for TiO 2 .
Although we believe our tax positions are appropriate, the final determination of any future tax audits could be materially different from our income tax provisions, accruals and reserves and any such unfavorable outcome from a future tax audit could have a material adverse effect on our results of operations or financial condition.
Although we believe our tax positions are appropriate, the final determination of any future tax audits could be materially different from our income tax provisions, accruals and reserves and any such unfavorable outcome from a future tax audit could have a material adverse effect on our results of operations or financial condition. 24 TABLE OF CONTENTS Failure to meet some or all of our key financial and non-financial targets could negatively impact the value of our business and adversely affect our stock price.
Price declines for our products will negatively affect our financial position and results of operations. Historically, the global market for TiO 2, zircon and pig iron have been volatile, and those markets are likely to remain volatile in the future.
The price of our products, in particular, TiO 2 , zircon, and pig iron, have been, and in the future may be, volatile. Price declines for our products will negatively affect our financial position and results of operations.
The European Commission and Brazilian governments have both imposed anti-dumping duties on the importation of TiO 2 products originating in China. The anti-dumping duties imposed by the European Commission in January 2025 are definitive and will remain in effect for an initial period of five years until January 2030 with the possibility of an extension for an additional five years.
The anti-dumping duties imposed by the European Commission in January 2025 will remain in effect for an initial period of five years until January 2030 with the possibility of an extension for an additional five years.
Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us.
Some of the lawsuits may seek fines or penalties and damages in large or indeterminable amounts, or seek to restrict our business activities. Because of the uncertain nature of any litigation and coverage decisions, we cannot predict the outcome of these matters or whether insurance claims may mitigate any damages to us.
In addition, we have also experienced increased electricity prices in the past and future price increases are expected to occur. Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet").
Our operations in South Africa are reliant on services provided by the State-owned, sole provider of rail transport, Transnet Freight Rail and ocean transport, Transnet National Port Authority (collectively "Transnet").
The land expropriation bill contemplates that, where it is in the “public interest”, land may be expropriated by the South African government, without compensation being payable to the current owners. While the South African government has indicated that such measures will be applied initially to state-owned land, it is possible that such measures may extend to agricultural and mining areas.
While the South African government has indicated that such measures will be applied initially to state-owned land, it is possible that such measures may extend to agricultural and mining areas.
Accordingly, product margins and the results of operations tend to vary with changes in the business cycle. A significant portion of the demand for our TiO 2 products comes from manufacturers of paint and plastics. A significant portion of the demand for zircon comes from the construction and other industrial end markets.
A significant portion of the demand for our TiO 2 products comes from manufacturers of paint and plastics. A significant portion of the demand for zircon comes from the construction and other industrial end markets.
For instance, in 2020 we began the implementation of a multi-year global business transformation that includes the acquisition and implementation of new operational and financial systems, technology and processes, including a global ERP system.
For instance, we have substantially implemented the multi-year global business transformation that 19 TABLE OF CONTENTS began in 2020 and includes the acquisition and implementation of new operational and financial systems, technology and processes, including a global ERP system, with additional work that will be necessary to complete projects in certain countries.
All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating company level.
We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations. All of our operations are conducted, and all of our assets are owned, by our operating companies, which are our subsidiaries. We intend to continue to conduct our operations at the operating company level.
The nature of our operations exposes us to possible litigation claims, including disputes with competitors, customers, equipment vendors, environmental groups and other non-governmental organizations, providers of shipping services as well as governmental agencies. Some of the lawsuits may seek fines or penalties and damages in large amounts, or seek to restrict our business activities.
The nature of our operations and status as a public company exposes us to possible litigation claims, including disputes with competitors, customers, shareholders (including purported class actions), equipment vendors, environmental groups and other non-governmental organizations, providers of shipping services as well as governmental agencies.
We obtained previous shareholder authority to repurchase shares for a period from May 7, 2024 through the end of the Company's 2025 annual general meeting of shareholder, of if earlier, the close of business on the date that is fifteen (15) months after May 7, 2024. 25 TABLE OF CONTENTS Transfers of our ordinary shares outside The Depository Trust may be subject to stamp duty or stamp duty reserve tax in the U.K., which would increase the cost of dealing in our shares.
We obtained previous shareholder authority to repurchase shares for a period from May 7, 2025 through the end of the Company's 2026 annual general meeting of shareholder, of if earlier, the close of business on the date that is fifteen (15) months after May 7, 2025.
We are dependent on, and compete with other mining and chemical businesses for, key human resources in the countries in which we operate, and our business will suffer if we are unable to hire or deploy highly skilled employees.
For example, poor weather conditions in a region can lead to an abbreviated painting season, which can depress consumer sales of paint products that use TiO 2 . 14 TABLE OF CONTENTS We are dependent on, and compete with other mining and chemical businesses for, key human resources in the countries in which we operate, and our business will suffer if we are unable to hire or deploy highly skilled employees.
The anti-dumping duties imposed by Brazil’s Chamber of Foreign Trade are provisional and will be in place until April 2025 with the possibility that they will become definitive on or around June 2025 for a five-year period.
The anti-dumping duties imposed by Brazil’s Chamber of Foreign Trade in October 2025 are also definitive and will be in place for an initial period of five years until October 2030 with the possibility of an extension for an additional five years.
As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices and other protective measures.
As these threats continue to evolve, particularly around cybersecurity, we may be required to expend significant resources to enhance our control environment, processes, practices and other protective measures. Despite these efforts, we may not be able to prevent cyberattacks and other security breaches and such events could materially adversely affect our business, financial condition and results of operations.
The aforementioned operational risks, as well as any other foreseen or unforeseen operational risks primarily related to doing business in South Africa, could have a material adverse effect on our business, financial condition and results of operations. As an emerging market, South Africa poses a challenging array of long-term political, social and economic risks.
Any changes by governmental authorities to these limits and license conditions could increase our costs of operations thereby affecting our operational results and financial condition. 17 TABLE OF CONTENTS The aforementioned operational risks, as well as any other foreseen or unforeseen operational risks primarily related to doing business in South Africa, could have a material adverse effect on our business, financial condition and results of operations.
Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to generate and increase cash flow, and our access to additional liquidity sources. Our ability to generate and increase cash flow is dependent on many factors, including many of other risks described in this section entitled “Risk Factors”.
Our ability to service our debt and fund our planned capital expenditures and ongoing operations will depend on our ability to generate and increase positive cash flows, and our access to additional liquidity sources.
(or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the U.K.
City Code on Takeovers and Mergers (the “Takeover Code”) applies, among other things, to an offer for a public company whose registered office is in the U.K. (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the U.K.
As such, any prolonged economic downturn in China could result in reduced zircon and TiO 2 demand in China which could have a material adverse effect on our business and financial results. The price of our products, in particular, TiO 2 , zircon, and pig iron, have been, and in the future may be, volatile.
A prolonged economic downturn in China could result in reduced zircon and TiO 2 demand in China as well as Chinese domestic zircon producers increasing exports of zircon at low prices which could have a material adverse effect on our business and financial results.
The agreements and instruments governing our debt contain restrictions and limitations that could affect our ability to operate our business, as well as impact our liquidity. As of December 31, 2024, our total principal amount of debt was approximately $2.8 billion.
As of December 31, 2025, our total principal amount of debt outstanding was approximately $3.2 billion. Our credit facilities and senior secured notes indenture contain covenants that could adversely affect our ability to operate our business, our liquidity, and our results of operations.
From time to time, we are also subject to tax audits by various taxing authorities.
From time to time, we are also subject to tax audits by various taxing authorities. For instance, we are currently under audit by the Australian Taxation Office for the calendar years 2017 - 2022.
In addition, the secured lenders under the credit facilities could foreclose on their collateral, which includes equity interests in our subsidiaries, and exercise other rights of secured creditors.
In addition, the secured lenders under the credit facilities and/or secured noteholders under our secured indenture could foreclose on their collateral, which includes substantially all our assets (including, among other things, inventory, receivables and related assets, and equipment, equity interests in subsidiaries and material real property, in each case subject to certain limitations and exceptions), and exercise other rights generally available to secured creditors.
In order to manage this risk, we have from time to time, entered into forward contracts to buy and sell foreign currencies. RISKS RELATING TO OUR DEBT AND CAPITAL STRUCTURE We are a holding company that is dependent on cash flows from our operating subsidiaries to fund our debt obligations, capital expenditures and ongoing operations.
In order to manage this risk, we have from time to time, entered into forward contracts to buy and sell foreign currencies.
In addition, public limited companies are prohibited under the Companies Act from taking shareholder action by written resolution. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. Although we do not anticipate being subject to the U.K.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. Although we do not anticipate being subject to the U.K. City Code on Takeovers and Mergers, such Takeover Code may still have anti-takeover effects in the event the Takeover Panel determines that such Code is applicable to us. The U.K.
Certain of our indebtedness facilities and senior notes include requirements relating to the ratio of adjusted EBITDA to indebtedness or certain fixed charges.
Certain of our credit facilities and notes indentures include requirements relating to the ratio of indebtedness or certain fixed charges to adjusted EBITDA. For instance, our Credit Agreement (as defined elsewhere herein) contains a springing financial covenant solely for the benefit of the revolving lenders of the Cash Flow Revolver (as defined elsewhere herein) under the Credit Agreement.
South Africa continues to undergo political, social and economic challenges. For example, in 2021, unprecedented and politically motivated civil unrest in South Africa resulted in significant damage to the national supply chains and logistics. The primary area of unrest was near to our KZN operations.
As an emerging market, South Africa poses a challenging array of long-term political, social and economic risks. South Africa continues to undergo political, social and economic challenges. South Africa has also experienced instances of civil unrest which resulted in significant damage to the national supply chains and logistics.
Any of these outcomes could have a material adverse effect on our results of operations and financial position. Anti-dumping duties are generally subject to periodic reviews and, occasionally, legal challenges, which can result in their revocation, suspension or reduction.
In addition, Chinese TiO2 producers are also increasingly looking for alternative ways to evade such anti-dumping duties, including through the acquisition of non-Chinese TiO2 pigment plants. Any of these outcomes could have a material adverse effect on our results of operations and financial position.
We may need additional capital in the future and may not be able to obtain it on favorable terms, and such capital expenditure projects may not realize expected investment returns.
If these or other factors cause the market price of our debt obligations to decrease, it may make it difficult or impossible for us to obtain additional capital in the future or meet our financial commitments. Our capital expenditure projects may need additional capital in the future and may not realize expected investment returns.
Removed
In addition, the trade defense agency in India has announced anti-dumping duties that, subject to approval by the Indian Ministry of Finance, will go into effect in the near future and the Kingdom of Saudi Arabia (KSA) has announced that it is investigating whether dumping of TiO 2 products originating in China may be imposed in the Kingdom.
Added
A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change, and we have recently been experiencing a depressed trend in the commodity cycle for TiO 2 . Accordingly, product margins and the results of operations tend to vary with changes in the business cycle.
Removed
Moreover, the Brazilian government may elect to allow the provisional duties to expire without imposing definitive duties; the Indian Ministry of Finance may not approve the anti-dumping duties recommended by the Indian trade defense agency; and KSA may determine that Chinese producers are not, in fact, dumping TiO 2 in the KSA market or may impose duties that are insufficient to effect Chinese export behavior.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+0 added−1 removed13 unchanged
Biggest changePrevious roles include Interim Chief Information Security Office for Pacnet (Hong Kong) and Director of Security for Level 3 Communications along with multiple engagements for the UK government. He oversees a dedicated security team distributed globally with more than 15 members and over 100 years of aggregate cyber security experience.
Biggest changePrevious roles include leadership roles ranging from Interim Chief Information Officer, Vice President of Engineering, Operations and Security Operations and Vice President of Operations. He oversees a dedicated security team distributed globally with more than seven members and a dedicated security operations center.
Our cybersecurity risk management processes and policies include the following: • We seek to deploy best practice cybersecurity standards promulgated by the National Institute of Standards and Technology Cybersecurity (NIST), the International Organization for Standardization and the Center for Internet Security. • We employ a dedicated cybersecurity team who routinely conduct specific risk assessments and endeavor to mitigate identified risks.
Our cybersecurity risk management processes and policies include the following: • We seek to deploy best practice cybersecurity standards promulgated by the National Institute of Standards and Technology Cybersecurity (NIST), the International Organization for Standardization and the Center for Internet Security. 27 TABLE OF CONTENTS • We employ a dedicated cybersecurity team who routinely conduct specific risk assessments and endeavor to mitigate identified risks.
As part of this program, our enterprise risk professionals consult with internal 26 TABLE OF CONTENTS cybersecurity subject matter experts to identify cyber risks and evaluate their severity and the efficacy of our mitigation efforts, with the results being reported to the executive leadership team and the Board of Directors.
As part of this program, our enterprise risk professionals consult with internal cybersecurity subject matter experts to identify cyber risks and evaluate their severity and the efficacy of our mitigation efforts, with the results being reported to the executive leadership team and the Board of Directors.
The council meets quarterly, is chaired by the General Counsel and managed by our Vice President, Cyber Security with senior level representation from key functions and business units. On an annual basis, the Tronox Cybersecurity team reviews and updates the core governance documents, including the Acceptable Use Policy, the Information Security Policy, and the Incident Response Plan.
The council meets quarterly, is chaired by the General Counsel and managed by our Vice President, Global Digital Operations and Security with senior level representation from key functions and business units. On an annual basis, the Tronox Cybersecurity team reviews and updates the core governance documents, including the Acceptable Use Policy, the Information Security Policy, and the Incident Response Plan.
Like most major corporations we have been the target of cyberattacks from time to time and we expect to be the target of such attacks in the future. In the past three years, 27 TABLE OF CONTENTS however, we have not experienced a material information security breach.
Like most major corporations we have been the target of cyberattacks from time to time and we expect to be the target of such attacks in the future. In the past three years, however, we have not experienced a material information security breach.
Governance Our entire Board of Directors provides oversight of the Company’s cybersecurity policies, processes and capabilities as part of their overall oversight of risk management. Once a year, our Vice President, Cyber Security reports to the Audit Committee providing a detailed update on the threat landscape, emerging trends and the Company’s mitigation efforts.
Governance 28 TABLE OF CONTENTS Our entire Board of Directors provides oversight of the Company’s cybersecurity policies, processes and capabilities as part of their overall oversight of risk management. Once a year, our Vice President, Global Digital Operations and Security reports to the Audit Committee providing a detailed update on the threat landscape, emerging trends and the Company’s mitigation efforts.
The Audit Committee updates the full board on these matters as necessary. The full Board reviews and assesses cybersecurity risks in connection with its annual Enterprise Risk Management review. In 2020, Tronox established an IT Security Council to help set corporate risk tolerance and related policy.
The full Board reviews and assesses cybersecurity risks in connection with its annual Enterprise Risk Management review. In 2020, Tronox established an IT Security Council to help set corporate risk tolerance and related policy.
Day to day cybersecurity risk oversight governance is the responsibility of our Vice President, Cyber Security who has been with Tronox since 2017 and reports to our Senior Vice President, Integrated Supply Chain and Digital Transformation.
Day to day cybersecurity risk oversight governance is the responsibility of our Vice President, Global Digital Operations and Security who has been with Tronox since 2021 and reports to our Senior Vice President, Integrated Supply Chain and Digital Transformation. Tronox’s Vice President, Global Digital Operations and Security has over 30 years of IT experience, across technology engineering, operations and security.
This report also includes Tronox’s performance as measured by the NIST Cybersecurity Framework Scorecard. As needed on a periodic basis, our Vice President, Cyber Security updates the Audit Committee on specific cybersecurity events and newly emerging risks and the actions taken by the Company in response to those events and risks.
As needed on a periodic basis, our Vice President, Global Digital Operations and Security updates the Audit Committee on specific cybersecurity events and newly emerging risks and the actions taken by the Company in response to those events and risks. The Audit Committee updates the full board on these matters as necessary.
Removed
Tronox’s Vice President, Cyber Security has over 30 years of IT experience, 20 years of security experience and was awarded a Member of the British Empire honor with respect to his work in the field.

Item 2. Properties

Properties — owned and leased real estate

72 edited+1 added−1 removed145 unchanged
Biggest changeTRONOX MINERAL SANDS - 2024-2023 RESOURCES (1) 2024 2023 MINE / DEPOSIT Resource Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Change (+/-) from 2023 (% )1 Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Measured 122 6.8 % 33.5 6.3 7.6 112 7.0 % 32.6 6.1 7.8 Indicated 84 6.5 % 28.3 5.6 6.9 84 6.5 % 28.3 5.6 6.9 Measured + Indicated 206 6.6 % 31.4 6.0 7.3 196 6.7 % 30.8 5.9 7.4 Inferred 110 5.5 % 35.1 8.1 6.6 110 5.5 % 35.1 8.1 6.6 Total 316 6.3 % 32.7 6.7 7.0 3.2 306 6.3 % 32.3 6.7 7.1 KZN Sands Hydraulic Mine - KwaZulu-Natal RSA (3) Measured 43 4.1 % 63.5 8.9 7.8 38 4.1 % 63.5 9.4 7.7 Indicated — — % — — — — — % — — — Measured + Indicated 43 4.1 % 63.5 8.9 7.8 38 4.1 % 63.5 9.4 7.7 Inferred 58 3.5 % 55.3 6.9 7.2 55 3.4 % 54.6 7.1 7.1 Total 101 3.8 % 58.8 7.8 7.5 9.0 93 3.7 % 58.2 8.0 7.4 Cooljarloo – Dredge Mine - Western Australia (4) Measured 4 2.2 % 59.4 8.3 10.3 1 0.9 % 54.9 7.2 9.3 Indicated 263 1.5 % 61.6 6.8 10.6 282 1.5 % 61.3 6.7 10.5 Measured + Indicated 267 1.6 % 61.6 6.8 10.6 283 1.5 % 61.3 6.7 10.5 Inferred — — % — — — 12 2.9 % 58.0 7.3 9.0 Total 267 1.6 % 61.6 6.8 10.6 (9.5) 295 1.6 % 61.2 6.8 10.4 Dongara Planned Dry Mine - Western Australia (5) Measured 109 4.1 % 50.2 9.0 10.8 109 4.1 % 50.2 9.0 10.8 Indicated 31 3.5 % 53.7 9.1 12.4 31 3.5 % 53.7 9.1 12.4 Measured + Indicated 140 3.9 % 52.0 9.1 11.6 140 3.9 % 52.0 9.1 11.6 Inferred 46 3.7 % 56.1 8.9 9.2 46 3.7 % 56.1 8.9 9.2 Total 186 3.9 % 52.1 9.0 10.7 0.0 186 3.9 % 52.1 9.0 10.7 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Measured 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 34 TABLE OF CONTENTS Indicated — — % — — — — — % — — — Measured + Indicated 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 Inferred 83 4.4 % 60.1 5.8 13.1 83 3.1 % 60.1 5.8 13.1 Total 110 3.9 % 59.9 6.6 12.9 0.3 110 3.0 % 59.8 6.9 12.8 Port Durnford - KwaZulu-Natal RSA (7) Measured 143 4.5 % 67.6 6.0 9.3 143 4.5 % 67.6 6.0 9.3 Indicated 340 4.1 % 67.4 6.1 9.3 340 4.1 % 67.4 6.1 9.3 Measured + Indicated 483 4.2 % 67.4 6.1 9.3 483 4.2 % 67.5 6.1 9.3 Inferred 466 3.5 % 71.8 6.3 10.0 466 3.5 % 71.8 6.3 10.0 Total 949 3.9 % 69.4 6.2 9.6 0.0 949 3.9 % 69.4 6.2 9.6 Kara/Cylinder - New South Wales Australia (9) Measured — — % — — — — — % — — — Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Measured + Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Inferred 26 2.8 % 51.1 19.6 14.3 26 2.8 % 51.1 19.6 14.3 Total 191 4.1 % 49.5 13.5 12.2 0.0 191 4.1 % 49.5 13.5 12.2 Total Resources Measured 448 4.8 % 50.4 7.1 8.9 430 4.9 % 50.2 7.1 9.0 Indicated 883 3.6 % 55.4 7.8 9.8 902 3.5 % 55.4 7.7 9.8 Measured + Indicated 1,331 4.0 % 53.4 7.5 9.4 1,332 4.0 % 53.3 7.5 9.5 Inferred 789 3.9 % 60.6 7.1 9.5 798 3.7 % 60.6 7.1 9.4 Total 2,120 4.0 % 56.0 7.4 9.5 (0.5) 2,130 3.9 % 56.0 7.4 9.4 (See footnotes below the following table.) TRONOX MINERAL SANDS - 2024-2023 RESERVES 35 TABLE OF CONTENTS 2024 2023 MINE / DEPOSIT Reserve Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Change (+/-) from 2023 (%) 1 Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Proven 96 7.3 % 37.8 9.0 9.3 121 7.2 % 37.8 8.8 9.1 Probable 550 5.7 % 51.5 10.7 10.9 545 5.7 % 51.6 10.7 10.8 Total Reserves 646 5.9 % 49.0 10.4 10.6 (3.1) 666 5.9 % 48.6 10.3 10.5 KZN Sands Hydraulic Mine KwaZulu-Natal RSA (3) Proven 175 5.6 % 61.4 7.7 7.5 187 5.6 % 61.3 7.6 7.5 Probable 15 3.9 % 54.8 5.6 7.3 15 3.9 % 54.8 5.6 7.3 Total Reserves 190 5.5 % 61.0 7.6 7.5 (6.0) 202 5.5 % 61.0 7.5 7.5 Cooljarloo – Dredge Mine - Western Australia (4) Proven 157 1.7 % 61.9 7.8 11.0 177 1.7 % 61.9 7.7 11.0 Probable 134 2.0 % 60.4 8.3 12.2 130 2.0 % 60.5 8.3 12.3 Total Reserves 291 1.8 % 60.2 7.9 11.4 (5.0) 307 1.8 % 61.2 8.0 11.6 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Proven 105 5.8 % 60.5 11.3 12.8 107 6.0 % 60.7 11.5 12.7 Probable — — % — — — — — % — — — Total Reserves 105 5.8 % 60.5 11.3 12.8 (2.2) 107 6.0 % 60.7 11.5 12.7 Wonnerup Dry Mine - Western Australia (8) Proven 7 5.4 % 75.6 14.3 8.7 7 5.4 % 71.1 18.4 9.4 Probable 2 5.0 % 62.5 24.3 11.0 4 5.7 % 77.0 11.9 8.9 Total Reserves 9 5.3 % 72.9 16.4 9.2 (20.3) 11 5.5 % 73.3 15.9 9.2 Ginkgo Dredge/ Dry Mines - New South Wales Australia Proven — — % — — — 4 1.3 % 57.1 13.0 13.2 Probable — — — — — — — % — — — Total Reserves — — % — — — (100.0) 4 1.3 % 57.1 13.0 13.2 Total Reserves Proven 540 4.8 % 55.1 9.0 9.6 603 4.8 % 54.3 9.0 9.5 Probable 701 4.9 % 52.3 10.4 10.9 694 5.0 % 52.5 10.4 10.9 Total Reserves 1,241 4.9% 53.5 9.8 10.3 (4.4) 1,297 4.9% 53.3 9.8 10.2 1.
Biggest changeTRONOX MINERAL SANDS - 2025-2024 RESOURCES (1) 2025 2024 MINE / DEPOSIT Resource Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Change (+/-) from 2024 (% )1 Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Measured 124 6.8 % 20.9 7.7 6.2 122 6.8 % 33.5 6.3 7.6 Indicated 84 6.5 % 28.3 5.6 6.9 84 6.5 % 28.3 5.6 6.9 Measured + Indicated 208 6.7 % 23.8 6.9 6.4 206 6.6 % 31.4 6.0 7.3 Inferred 109 5.5 % 35.2 8.2 6.6 110 5.5 % 35.1 8.1 6.6 Total 317 6.3 % 27.8 7.3 6.5 0.5 316 6.3 % 32.7 6.7 7.0 KZN Sands Hydraulic Mine - KwaZulu-Natal RSA (3) Measured 34 4.0 % 63.3 8.2 7.8 43 4.1 % 63.5 8.9 7.8 Indicated 5 4.1 % 65.2 9.1 7.8 — — % — — — Measured + Indicated 39 4.0 % 63.6 8.3 7.8 43 4.1 % 63.5 8.9 7.8 Inferred 59 3.5 % 55.2 7.0 7.2 58 3.5 % 55.3 6.9 7.2 Total 98 3.7 % 58.6 7.5 7.4 (3.2) 101 3.8 % 58.8 7.8 7.5 Cooljarloo – Dredge Mine - Western Australia (4) Measured — — % — — — 4 2.2 % 59.4 8.3 10.3 Indicated 214 1.6 % 62.3 7.0 10.9 263 1.5 % 61.6 6.8 10.6 Measured + Indicated 214 1.6 % 62.3 7.0 10.9 267 1.6 % 61.6 6.8 10.6 Inferred — — % — — — — — % — — — Total 214 1.6 % 62.3 7.0 10.9 (19.8) 267 1.6 % 61.6 6.8 10.6 Dongara Planned Dry Mine - Western Australia (5) Measured 109 4.1 % 50.2 9.0 10.8 109 4.1 % 50.2 9.0 10.8 Indicated 31 3.5 % 53.7 9.1 12.4 31 3.5 % 53.7 9.1 12.4 Measured + Indicated 140 3.9 % 52.0 9.1 11.6 140 3.9 % 52.0 9.1 11.6 Inferred 46 3.7 % 56.1 8.9 9.2 46 3.7 % 56.1 8.9 9.2 Total 186 3.9 % 52.1 9.0 10.7 0.0 186 3.9 % 52.1 9.0 10.7 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Measured 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 Indicated — — % — — — — — % — — — 35 TABLE OF CONTENTS Measured + Indicated 27 2.5 % 58.8 10.9 11.7 27 2.5 % 58.8 10.9 11.7 Inferred 85 4.5 % 57.1 12.7 12.4 83 4.4 % 60.1 5.8 13.1 Total 112 4.0 % 57.4 12.4 12.3 1.3 110 3.9 % 59.9 6.6 12.9 Port Durnford - KwaZulu-Natal RSA (7) Measured 143 4.5 % 67.6 6.0 9.3 143 4.5 % 67.6 6.0 9.3 Indicated 340 4.1 % 67.4 6.1 9.3 340 4.1 % 67.4 6.1 9.3 Measured + Indicated 483 4.2 % 67.4 6.1 9.3 483 4.2 % 67.4 6.1 9.3 Inferred 466 3.5 % 71.8 6.3 10.0 466 3.5 % 71.8 6.3 10.0 Total 949 3.9 % 69.4 6.2 9.6 0.0 949 3.9 % 69.4 6.2 9.6 Kara/Cylinder - New South Wales Australia (9) Measured — — % — — — — — % — — — Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Measured + Indicated 165 4.4 % 49.4 12.9 12.0 165 4.4 % 49.4 12.9 12.0 Inferred 26 2.8 % 51.1 19.6 14.3 26 2.8 % 51.1 19.6 14.3 Total 191 4.1 % 49.5 13.5 12.2 0.0 191 4.1 % 49.5 13.5 12.2 Total Resources Measured 437 4.9 % 44.9 7.6 8.3 448 4.8 % 50.4 7.1 8.9 Indicated 839 3.7 % 55.4 7.8 9.8 883 3.6 % 55.4 7.8 9.8 Measured + Indicated 1,276 4.1 % 51.1 7.7 9.2 1,331 4.0 % 53.4 7.5 9.4 Inferred 791 3.9 % 60.4 8.0 9.5 789 3.9 % 60.6 7.1 9.5 Total 2,067 4.0 % 54.5 7.8 9.3 (2.5) 2,120 4.0 % 56.0 7.4 9.5 (See footnotes below the following table.) TRONOX MINERAL SANDS - 2025-2024 RESERVES 36 TABLE OF CONTENTS 2025 2024 MINE / DEPOSIT Reserve Category Material (million tonnes) HM% Mineral Assemblage (% of THM) Material (million tonnes) HM% Mineral Assemblage (% of THM) Ilmenite Rutile and Leucoxene Zircon Change (+/-) from 2024 (%) 1 Ilmenite Rutile and Leucoxene Zircon Namakwa Sands Dry Mine - Western Cape RSA (2) Proven 83 7.2 % 38.9 7.4 8.0 96 7.3 % 37.8 9.0 9.3 Probable 546 5.6 % 54.7 10.7 11.5 550 5.7 % 51.5 10.7 10.9 Total Reserves 629 5.8 % 52.2 10.1 10.9 (2.8) 646 5.9 % 49.0 10.4 10.6 KZN Sands Hydraulic Mine KwaZulu-Natal RSA (3) Proven 174 5.5 % 61.4 7.8 7.4 175 5.6 % 61.4 7.7 7.5 Probable 21 4.1 % 55.7 5.9 7.2 15 3.9 % 54.8 5.6 7.3 Total Reserves 195 5.4 % 60.9 7.6 7.4 2.6 190 5.5 % 61.0 7.6 7.5 Cooljarloo – Dredge Mine - Western Australia (4) Proven 141 1.7 % 61.9 7.9 11.3 157 1.7 % 61.9 7.8 11.0 Probable 160 1.9 % 60.0 8.3 12.1 134 2.0 % 60.4 8.3 12.2 Total Reserves 301 1.8 % 60.8 8.1 11.7 3.1 291 1.8 % 60.2 7.9 11.4 Atlas-Campaspe Dry Mine - New South Wales Australia (6) Proven 102 5.6 % 60.5 11.1 13.0 105 5.8 % 60.5 11.3 12.8 Probable — — % — — — — — % — — — Total Reserves 102 5.6 % 60.5 11.1 13.0 (2.8) 105 5.8 % 60.5 11.3 12.8 Wonnerup Dry Mine - Western Australia (8) Proven 4 5.6 % 73.8 16.2 8.7 7 5.4 % 75.6 14.3 8.7 Probable 2 5.0 % 62.5 24.3 11.0 2 5.0 % 62.5 24.3 11.0 Total Reserves 6 5.4 % 70.5 18.6 9.4 (31.7) 9 5.3 % 72.9 16.4 9.2 Total Reserves Proven 504 4.7 % 55.8 8.6 9.3 540 4.8 % 55.1 9.0 9.6 Probable 729 4.8 % 55.3 10.4 11.4 701 4.9 % 52.3 10.4 10.9 Total Reserves 1,233 4.8% 55.5 9.6 10.6 (0.8) 1,241 4.9% 53.5 9.8 10.3 1.
Routine work maintenance programs are solidly entrenched, being directed by physical asset care plans targeting the maximum life and efficiency of plant, property and equipment holistically.
Routine work maintenance programs are solidly entrenched, being directed by physical asset care plans targeting the maximum life and efficiency of plant, property and equipment holistically.
The development of the Campaspe site and required plant to operate includes: • fencing of the mine lease (47 km); • construction of the access road (11 km); • construction of the mine corridor road (5.4 km); 43 TABLE OF CONTENTS • construction of the process water dam (210,000 m3); • development of the mining pit; • development of the bore field and water reticulation systems; • relocation of workshops and amenities; • expansion of the accommodation village from 200 to 300 beds; • construction of a Primary Concentration Plant (PCP) and • relocation of Ginkgo/Snapper field booster pumps and piping History In the Murray Basin fine heavy mineral occurrences were identified from 1982 to 1986 by Rio Tinto.
The development of the Campaspe site and required plant to operate includes: • fencing of the mine lease (47 km); • construction of the access road (11 km); • construction of the mine corridor road (5.4 km); 44 TABLE OF CONTENTS • construction of the process water dam (210,000 m3); • development of the mining pit; • development of the bore field and water reticulation systems; • relocation of workshops and amenities; • expansion of the accommodation village from 200 to 300 beds; • construction of a Primary Concentration Plant (PCP) and • relocation of Ginkgo/Snapper field booster pumps and piping History In the Murray Basin fine heavy mineral occurrences were identified from 1982 to 1986 by Rio Tinto.
A major mine development project, expected to be operational in 2026 is currently in the execution stage to extract and beneficiate the deeper lying ore in the East Mine beneath the shallow sands that are nearing its end of life.
A major mine development project, is to be operational in 2026 is currently in the execution stage to extract and beneficiate the deeper lying ore in the East Mine beneath the shallow sands that are nearing its end of life.
The unit operations at the MSP are many and varied but the significant ones are as follows: • vibrating and reciprocating woven wire screening; • mechanical slurry attritioning; 41 TABLE OF CONTENTS • gas fired fluid bed drying, reheating and cooling; • HT Roll, Coronastat and Plate electrostatic separators; • Rare Earth Drum, Rare Earth Roll, Induced Roll and Semi-Lift magnetic separators; • Hydrosizing; and • spiral gravity and centrifugal jig concentrators.
The unit operations at the MSP are many and varied but the significant ones are as follows: 42 TABLE OF CONTENTS • vibrating and reciprocating woven wire screening; • mechanical slurry attritioning; • gas fired fluid bed drying, reheating and cooling; • HT Roll, Coronastat and Plate electrostatic separators; • Rare Earth Drum, Rare Earth Roll, Induced Roll and Semi-Lift magnetic separators; • Hydrosizing; and • spiral gravity and centrifugal jig concentrators.
The East Mine comprises predominantly shallow mineral sands stripping, whereas the West Mine entails shallow stripping of mineral sands followed by a deeper open-cast mining operation recovering lightly cemented materials to about 40 meters. 47 TABLE OF CONTENTS More than 200,000 meters of drilling has been completed to date, to define the pre-mine Namakwa mineral resources base from surface down to bedrock.
The East Mine comprises predominantly shallow mineral sands stripping, whereas the West Mine entails shallow stripping of mineral sands followed by a deeper open-cast mining operation recovering lightly cemented materials to about 40 meters. 48 TABLE OF CONTENTS More than 200,000 meters of drilling has been completed to date, to define the pre-mine Namakwa mineral resources base from surface down to bedrock.
Our supply chain consists of mining operations in South Africa and Australia, separation and upgrading facilities located near our mines where we separate and process raw ore and then “upgrade” the titanium content of the raw ore to produce specialized chloride TiO 2 feedstock materials (titanium slag and synthetic rutile) and nine TiO 2 pigment production facilities located on six continents.
Our supply chain consists of mining operations in South Africa and Australia, separation and upgrading facilities located near our mines where we separate and process raw ore and then “upgrade” the titanium content of the raw ore to produce specialized chloride TiO 2 feedstock materials (titanium slag and synthetic rutile) and seven TiO 2 pigment production facilities located on six continents.
Item 2. Properties SUMMARY DISCLOSURE Below are our primary offices and facilities at December 31, 2024. We believe our properties are in good operating condition, and are well maintained. Pursuant to separate financing agreements, substantially all our material U.S., European and Australian properties are pledged or encumbered to support or otherwise provide security for our indebtedness.
Item 2. Properties SUMMARY DISCLOSURE Below are our primary offices and facilities at December 31, 2025. We believe our properties are in good operating condition, and are well maintained. Pursuant to separate financing agreements, substantially all our material U.S., European and Australian properties are pledged or encumbered to support or otherwise provide security for our indebtedness.
HMC is loaded into a train for transport to the Broken Hill Mineral Separation Plant (BH MSP) over approximately 301 km of railway. Campaspe Project Status and Site Development Works At the conclusion of mining at Atlas production will transition to Campaspe. Detailed mine planning and final approvals are underway.
HMC is loaded into a train for transport to the Broken Hill Mineral Separation Plant (BH MSP) over approximately 301 km of railway. Campaspe Project Status and Site Development Works At the conclusion of mining at Atlas production is expected to transition to Campaspe. Detailed mine planning and final approvals are underway.
The Atlas Campaspe mine is abundant in natural rutile and high value zircon and will be a significant source of high-grade ilmenite suitable for direct use or upgraded feedstock production. 29 TABLE OF CONTENTS Figure 1 Showing global site and offices including locations with resources and reserves.
The Atlas Campaspe mine is abundant in natural rutile and high value zircon and will be a significant source of high-grade ilmenite suitable for direct use or upgraded feedstock production. 30 TABLE OF CONTENTS Figure 1 Showing global site and offices including locations with resources and reserves.
Regional location of Atlas/Campaspe Project 42 TABLE OF CONTENTS Infrastructure Atlas The Atlas mine site is located in southwestern New South Wales, 120 km northeast of Mildura and 90 km north of Balranald. Access to the license area is via the Balranald Ivanhoe Hwy, the Boree Plains – Gol Gol road and then through the official Atlas Mine Access Road.
Regional location of Atlas/Campaspe Project 43 TABLE OF CONTENTS Infrastructure Atlas The Atlas mine site is located in southwestern New South Wales, 120 km northeast of Mildura and 90 km north of Balranald. Access to the license area is via the Balranald Ivanhoe Hwy, the Boree Plains – Gol Gol road and then through the official Atlas Mine Access Road.
Seawater is used in the primary and secondary separation processes and is pumped via the seawater pump station installation close to the Namakwa Sands Mine. 46 TABLE OF CONTENTS ESCOM supplies the MSP via the 132 kV line from the Juno substation. A 132/22 kV, 20 MVA transformer from ESCOM supplies both the MSP and a local farm.
Seawater is used in the primary and secondary separation processes and is pumped via the seawater pump station installation close to the Namakwa Sands Mine. 47 TABLE OF CONTENTS ESCOM supplies the MSP via the 132 kV line from the Juno substation. A 132/22 kV, 20 MVA transformer from ESCOM supplies both the MSP and a local farm.
Location of Western Australian Operations 38 TABLE OF CONTENTS Infrastructure The Brand Highway is a major bitumen road running from Muchea, just North of Perth up to Geraldton, a provincial city 450 km north of Perth. The road runs just past the Western boundary of the Chandala site and just past the Eastern boundary of the Cooljarloo mine site.
Location of Western Australian Operations 39 TABLE OF CONTENTS Infrastructure The Brand Highway is a major bitumen road running from Muchea, just North of Perth up to Geraldton, a provincial city 450 km north of Perth. The road runs just past the Western boundary of the Chandala site and just past the Eastern boundary of the Cooljarloo mine site.
History 39 TABLE OF CONTENTS Cooljarloo The Cooljarloo tenements were originally pegged in 1972 by Kamilaroi Oil Company following the discovery of the Eneabba Deposits. They were subsequently obtained by Yalgoo Minerals Pty Ltd and Tific Pty Ltd in 1985 which became part of TiO2 Corporation NL (TiO 2 ).
History 40 TABLE OF CONTENTS Cooljarloo The Cooljarloo tenements were originally pegged in 1972 by Kamilaroi Oil Company following the discovery of the Eneabba Deposits. They were subsequently obtained by Yalgoo Minerals Pty Ltd and Tific Pty Ltd in 1985 which became part of TiO2 Corporation NL (TiO 2 ).
Both dredges pump their feed simultaneously to the floating wet concentrator via floating pipelines and high voltage cables for power. Over the past 36 years of operation the metallurgical circuitry of the wet plant has remained relatively unchanged save for expanding the throughput to approximately 2850 tph.
Both dredges pump their feed simultaneously to the floating wet concentrator via floating pipelines and high voltage cables for power. Over the past 37 years of operation the metallurgical circuitry of the wet plant has remained relatively unchanged save for expanding the throughput to approximately 2850 tph.
The following tables have been determined to be economically- exploitable by individuals 33 TABLE OF CONTENTS competent and qualified to act under the new disclosure requirements as “Qualified Persons.” Each of the Qualified Persons is an employee of an indirect, wholly owned subsidiary of the Company.
The following tables have been determined to be economically- exploitable by individuals 34 TABLE OF CONTENTS competent and qualified to act under the new disclosure requirements as “Qualified Persons.” Each of the Qualified Persons is an employee of an indirect, wholly owned subsidiary of the Company.
The Fairbreeze Mine is located at coordinates 29°00’S and 31°42’E. Mining Rights and Surface Ownership 48 TABLE OF CONTENTS Infrastructure Fresh water is sourced from the Mhlathuze River upgraded installation that originally supplied the Hillendale Mine.
The Fairbreeze Mine is located at coordinates 29°00’S and 31°42’E. Mining Rights and Surface Ownership 49 TABLE OF CONTENTS Infrastructure Fresh water is sourced from the Mhlathuze River upgraded installation that originally supplied the Hillendale Mine.
Tronox Mining Rights for Fairbreeze Area/Farm DMRE Reference number Area (ha) Current status Fairbreeze A, B, C, D KZN 30/5/1/2/2/123 MR 3,810 active, expires 24 March 2035 Fairbreeze CX KZN 30/5/1/2/2/164 MR 231 active, expires 04 August 2039 The net book value of the Fairbreeze mine, inclusive of mining and beneficiary equipment located in the Kwa-Zulu Natal province of South Africa as well as relevant mining tenements, as of December 31, 2024 was $380 million.
Tronox Mining Rights for Fairbreeze Area/Farm DMRE Reference number Area (ha) Current status Fairbreeze A, B, C, D KZN 30/5/1/2/2/123 MR 3,810 active, expires 24 March 2035 Fairbreeze CX KZN 30/5/1/2/2/164 MR 231 active, expires 04 August 2039 The net book value of the Fairbreeze mine, inclusive of mining and beneficiary equipment located in the Kwa-Zulu Natal province of South Africa as well as relevant mining tenements, as of December 31, 2025 was $459 million.
Reporting of Reserves and Resources The following tables summarize our reserves and resources as well as their contained in situ total heavy minerals (THM) and heavy mineral (HM) assemblages as of December 31, 2024 based on long-term price assumptions.
Reporting of Reserves and Resources The following tables summarize our reserves and resources as well as their contained in situ total heavy minerals (THM) and heavy mineral (HM) assemblages as of December 31, 2025 based on long-term price assumptions.
The revenue assumptions for titanium feedstocks we applied to determine our reserve estimates, as described below, are based on market intelligence gathered from internal and external experts, sales contracts and historic pricing. The economic assessment is done on a minerals only basis and no value of downstream upgrading is attributed to the minerals units.
The revenue assumptions for titanium feedstocks 29 TABLE OF CONTENTS we applied to determine our reserve estimates, as described below, are based on market intelligence gathered from internal and external experts, sales contracts and historic pricing. The economic assessment is done on a minerals only basis and no value of downstream upgrading is attributed to the minerals units.
In 2024, we produced concentrates of ilmenite, rutile, leucoxene, and zircon from five operations: – Namakwa Sands, Western Cape, South Africa; – KwaZulu-Natal (“KZN”) Sands, KwaZulu-Natal, South Africa; – Northern Operations, Western Australia; – Southern Operations, Western Australia; and – Eastern Operations, Murray Basin, New South Wales, Australia.
In 2025, we produced concentrates of ilmenite, rutile, leucoxene, and zircon from five operations: – Namakwa Sands, Western Cape, South Africa; – KwaZulu-Natal (“KZN”) Sands, KwaZulu-Natal, South Africa; – Northern Operations, Western Australia; – Southern Operations, Western Australia; and – Eastern Operations, Murray Basin, New South Wales, Australia.
Tronox Mining Rights, west coast of South Africa 45 TABLE OF CONTENTS Area/Farm DMRE Reference number Area (ha) Current status Goeraap 140 Portion 17 WC 30/5/1/2/2/114 MR 250 active, expires 17 August 2038 Graauwduinen 152 Portion 1 WC 30/5/1/2/2/114 MR 2,978 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 1 & 2 WC 30/5/1/2/2/114 MR 3,903 active, expires 17 August 2038 Rietfontein Ext 151 Portion 1 & 2 WC 30/5/1/2/2/114 MR 2,084 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 3 WC 30/5/1/2/2/113 MR 1,790 active, expires 17 August 2038 Houtkraal 143 Portion 3 WC 30/5/1/2/2/113 MR 1,780 active, expires 17 August 2038 Graauwduinen 152 Portion 2 WC 30/5/1/2/2/10040 MR 599 active, expires 29 March 2046 Graauwduinen 152 Remaining Extent WC 30/5/1/2/2/10040 MR 1,776 active, expires 29 March 2046 Rietfontein Ext 151 Remaining Extent WC 30/5/1/2/2/10040 MR 2,536 active, expires 29 March 2046 Houtkraal 143 Remainder of Portion 2 WC 30/5/1/2/2/10040 MR 645 active, expires 29 March 2046 Houtkraal 143 Remaining Extent WC 30/5/1/2/2/10040 MR 864 active, expires 29 March 2046 The net book value of the Namakwa Sands mine, inclusive of mining and beneficiary equipment located in the Western Cape of South Africa as well as relevant mining tenements, as of December 31, 2024 was $437 million.
Tronox Mining Rights, west coast of South Africa 46 TABLE OF CONTENTS Area/Farm DMRE Reference number Area (ha) Current status Goeraap 140 Portion 17 WC 30/5/1/2/2/114 MR 250 active, expires 17 August 2038 Graauwduinen 152 Portion 1 WC 30/5/1/2/2/114 MR 2,978 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 1 & 2 WC 30/5/1/2/2/114 MR 3,903 active, expires 17 August 2038 Rietfontein Ext 151 Portion 1 & 2 WC 30/5/1/2/2/114 MR 2,084 active, expires 17 August 2038 Hartebeeste Kom 156 Portion 3 WC 30/5/1/2/2/113 MR 1,790 active, expires 17 August 2038 Houtkraal 143 Portion 3 WC 30/5/1/2/2/113 MR 1,780 active, expires 17 August 2038 Graauwduinen 152 Portion 2 WC 30/5/1/2/2/10040 MR 599 active, expires 29 March 2046 Graauwduinen 152 Remaining Extent WC 30/5/1/2/2/10040 MR 1,776 active, expires 29 March 2046 Rietfontein Ext 151 Remaining Extent WC 30/5/1/2/2/10040 MR 2,536 active, expires 29 March 2046 Houtkraal 143 Remainder of Portion 2 WC 30/5/1/2/2/10040 MR 645 active, expires 29 March 2046 Houtkraal 143 Remaining Extent WC 30/5/1/2/2/10040 MR 864 active, expires 29 March 2046 The net book value of the Namakwa Sands mine, inclusive of mining and beneficiary equipment located in the Western Cape of South Africa as well as relevant mining tenements, as of December 31, 2025 was $552 million.
Abbreviations, Definitions, and Notations Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31, 2024, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
Abbreviations, Definitions, and Notations Reserves —mineralized material inclusive of dilution, determined to be economically and legally exploitable as of December 31, 2025, classified as either Probable Reserves or Proven Reserves, based on level of confidence.
Reserves are defined by a complex optimization process which is explained in detail in the Cooljarloo TRS. Saleable product yield (recovery) used for our reserve estimates 36 TABLE OF CONTENTS were 83% per metric ton of Zircon, 85% per metric ton of Chloride Ilmenite, 88% per metric ton of Rutile and 79% per metric ton of Leucoxene. 5.
Reserves are defined by a complex optimization process which is explained in detail in the Cooljarloo TRS. Saleable product yield (recovery) used for our reserve estimates were 83% per metric ton of Zircon, 85% per metric ton of Chloride Ilmenite, 88% per metric ton of Rutile and 79% per metric ton of Leucoxene. 5.
Depending on the TiO 2 content of mined ilmenite, we either use it directly to produce TiO 2 pigment or we upgrade it to produce titanium slag at our two South African 28 TABLE OF CONTENTS smelter operations and synthetic rutile (SR) at our Chandala metallurgical complex in Western Australia.
Depending on the TiO 2 content of mined ilmenite, we either use it directly to produce TiO 2 pigment or we upgrade it to produce titanium slag at our two South African smelter operations and synthetic rutile (SR) at our Chandala metallurgical complex in Western Australia.
Mining at Snapper was completed in April 2022, Crayfish was completed in July 2023 and Ginkgo was completed in June 2024. The Atlas-Campaspe Project replaces production from the completed Snapper, Ginkgo and Crayfish deposits. Atlas commenced full production in early 2023.
Mining at Snapper was completed in April 2022, Crayfish was completed in July 2023 and Ginkgo was completed in June 2024. The Atlas-Campaspe Project replaced production from the completed Snapper, Ginkgo and Crayfish deposits. Atlas commenced full production in early 2023.
Two mining leases of 6,133 hectares are located at the Atlas Campaspe mining project in NSW. 32 TABLE OF CONTENTS Mineral Sands - South Africa and Australia HMS deposits are natural concentrations of granular minerals of high density (conventionally above about 2.85 gm/cm3). Titanium-rich HMS deposit source rocks are typically granitic and/or high-grade metamorphic crystalline rocks.
Two mining leases of 6,159 hectares are located at the Atlas Campaspe mining project in NSW. 33 TABLE OF CONTENTS Mineral Sands - South Africa and Australia HMS deposits are natural concentrations of granular minerals of high density (conventionally above about 2.85 gm/cm3). Titanium-rich HMS deposit source rocks are typically granitic and/or high-grade metamorphic crystalline rocks.
Over the past 14 years there has been an average of 52,000 meters of drilling completely annually at Cooljarloo. Drilling will continue in 2025. Cooljarloo mine has operated with 2 dredges in the one pond since 1999. The original Ellicott Cooljarloo1 dredge operates in tandem with the smaller capacity Neumann built Pelican dredge which was brought into service in 2012.
Over the past 15 years there has been an average of 52,000 meters of drilling completely annually at Cooljarloo. Drilling will continue in 2026. Cooljarloo mine has operated with 2 dredges in the one pond since 1999. The original Ellicott Cooljarloo1 dredge operates in tandem with the smaller capacity Neumann built Pelican dredge which was brought into service in 2012.
INDIVIDUAL PROPERTY DISCLOSURE Tronox Northern Operations (Cooljarloo) Tronox Management Pty Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Northern Operations which includes: 37 TABLE OF CONTENTS • Cooljarloo Mine, 170 km north of Perth, where heavy mineral concentrates are produced from dredge mining operations.
INDIVIDUAL PROPERTY DISCLOSURE Tronox Northern Operations (Cooljarloo) Tronox Management Pty Ltd is a subsidiary of Tronox Holdings plc and is the operator of Tronox Northern Operations which includes: • Cooljarloo Mine, 170 km north of Perth, where heavy mineral concentrates are produced from dredge mining operations.
Three older mining leases are held at our Jurien property, the site of a former heavy minerals open pit mine operated by another party in the 1970’s. Tronox holds mining and exploration licenses totaling 528,800 hectares (1,306,693 acres) in the South Perth Basin and Murray Basin heavy mineral provinces of Australia.
Three older mining leases are held at our Jurien property, the site of a former heavy minerals open pit mine operated by another party in the 1970’s. Tronox holds mining and exploration licenses totaling 512,410 hectares (1,306,693 acres) in the South Perth Basin and Murray Basin heavy mineral provinces of Australia.
The current reserves are 287 Mt tons at 1.8% HM grade, which gives a further 15 years of life. The current resources, which are exclusive of reserves, are 271 Mt at 1.6% HM. Extensive and systematic exploration drilling activities are conducted at Cooljarloo and adjacent deposits on an annual basis to upgrade resources and reserves.
The current reserves are 304 Mt tons at 1.8% HM grade, which gives a further 15 years of life. The current resources, which are exclusive of reserves, are 239 Mt at 1.6% HM. Extensive and systematic exploration drilling activities are conducted at Cooljarloo and adjacent deposits on an annual basis to upgrade resources and reserves.
The net book value of Atlas-Campaspe, inclusive of mining and beneficiary equipment located in New South Wales as well as relevant mining tenements, as of December 31, 2024 was $300 million. The Atlas mine is located at coordinates latitude 33°53’S and longitude 143°21’E. The Campaspe mine is located at coordinates latitude 33°49’S and longitude 143°22’E.
The net book value of Atlas-Campaspe, inclusive of mining and beneficiary equipment located in New South Wales as well as relevant mining tenements, as of December 31, 2025 was $290 million. The Atlas mine is located at coordinates latitude 33°53’S and longitude 143°21’E. The Campaspe mine is located at coordinates latitude 33°49’S and longitude 143°22’E.
The Southern Operations in the southwest of Western Australia comprises 29 mining leases, 2 exploration licenses, 2 retention licenses, 2 general purpose leases and 2 miscellaneous licenses totaling 8,465 hectares. Tronox holds 6 mining leases, 15 exploration licenses and 2 retention licenses in our Eastern Operations in the Murray Basin of New South Wales and Victoria.
The Southern Operations in the southwest of Western Australia comprises 29 mining leases, 1 exploration license, 2 retention licenses, 2 general purpose leases, and 2 miscellaneous licenses totaling 8,485 hectares. Tronox holds 6 mining leases, 15 exploration licenses, and 2 retention licenses in our Eastern Operations in the Murray Basin of New South Wales and Victoria.
The net book value of Cooljarloo, inclusive of mining and beneficiary equipment located in Western Australia as well as relevant mining tenements, as of December 31, 2024 was $404 million; • Cooljarloo West and Osprey deposits, which conjoin the Cooljarloo Mine operations; • Chandala Processing Plant, 60 km north of Perth, where the heavy mineral concentrates (HMC) are separated into saleable mineral products and also where ilmenite is further upgraded to synthetic rutile; • The laboratory and mineral testing facility is also located at the Chandala site.
The net book value of Cooljarloo, inclusive of mining and beneficiary equipment located in Western Australia as well as relevant mining tenements, as of December 31, 2025 was $380 million; • Cooljarloo West and Osprey deposits, which conjoin the Cooljarloo Mine operations; • Chandala Processing Plant, 60 km north of Perth, where the heavy mineral concentrates (HMC) are separated into saleable mineral products and also where ilmenite is further upgraded to synthetic rutile; 38 TABLE OF CONTENTS • The laboratory and mineral testing facility is also located at the Chandala site.
Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published quarterly by independent consulting companies. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
Mineral prices used in reserve estimation are substantially in line with the prices for each of our products, published quarterly by independent consulting companies. For a comparison of the reported resources as of December 31, 2025 with the resources as of December 31, 2024, see table on page 35 .
Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2025 with the resources as of December 31, 2024, see table on page 35 .
Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 .
Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile. For a comparison of the reported resources as of December 31, 2025 with the resources as of December 31, 2024, see table on page 35 .
Mining and Public Environmental Review plans are approved for the Cooljarloo mine and approval to extend the environmental plans for Dongara were recently approved. Environmental Protection Agency approval of Cooljarloo West has also been approved. The main Cooljarloo Mining Lease covers 9,744 hectares (24,078 acres). We hold 14 mining leases at the Dongara project.
Mining and Public Environmental Review plans are approved for the Cooljarloo mine and approval to extend the environmental plans for Dongara were recently approved. Environmental Protection Agency approval of Cooljarloo West has also been approved. The main Cooljarloo Mining Lease covers 9,744 hectares (24,078 acres). We hold 11 mining leases at the Dongara project and one exploration license.
Mining tenements in Australia are managed at the State or Territorial level. In New South Wales, Mining Leases, Exploration Licenses and Assessment Leases are granted and administered by the New South Wales Department of Primary Industries Mineral Resources Division.
Mining tenements in Australia are managed at the State or Territorial level. In New South Wales, Mining Leases, Exploration Licenses and Assessment Leases are granted and administered by the New South Wales Department of Primary Industries and Regional Development - Resources.
The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
The increase in resources in 2025 as compared to 2024 is primarily attributable to updated information.
Mining tenements in Australia are managed at the State or Territorial level. In Western Australia, Mining Leases, Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines, Industry Regulation and Safety.
Mining tenements in Australia are managed at the State or Territorial level. In Western Australia, Mining Leases, Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines, Petroleum and Exploration.
For a comparison of the reported resources as of December 31, 2024 with the resources as of December 31, 2023, see table on page 34 . The decrease in resources in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported resources as of December 31, 2025 with the resources as of December 31, 2024, see table on page 35 . The decrease in resources in 2025 as compared to 2024 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2025 with the reserves as of December 31, 2024, see table on page 36 . The decrease in reserves in 2025 as compared to 2024 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion.
For a comparison of the reported reserves as of December 31, 2025 with the reserves as of December 31, 2024, see table on page 36 . The decrease in reserves in 2025 as compared to 2024 is primarily attributable to mining depletion.
Summary of Resources and Reserves Atlas-Campaspe Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Atlas Measured 9 2.4 57.9 14.1 8.3 Indicated — — — — — Measured + Indicated 9 2.4 57.9 14.1 8.3 Inferred — — — — — Total 9 2.4 57.9 14.1 8.3 Campaspe Measured 18 2.6 59.3 9.4 13.3 Indicated — — — — — Measured + Indicated 18 2.6 59.3 9.4 13.3 Inferred 83 4.4 60.1 5.8 13.1 Total 101 4.0 60.0 6.2 13.1 Total Mineral Resources 110 3.9 59.9 6.6 12.9 0.3 (1) Mineral resources are exclusive of mineral reserves.
Summary of Resources and Reserves Atlas-Campaspe Summary of Mineral Resources as of December 31, 2025 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Atlas Measured 9 2.4 57.9 14.1 8.3 Indicated — — — — — Measured + Indicated 9 2.4 57.9 14.1 8.3 Inferred — — — — — Total 9 2.4 57.9 14.1 8.3 Campaspe Measured 18 2.6 59.3 9.4 13.3 Indicated — — — — — Measured + Indicated 18 2.6 59.3 9.4 13.3 Inferred 85 4.5 57.1 12.7 12.4 Total 103 4.2 57.3 12.7 12.5 Total Mineral Resources 112 4.0 57.4 12.4 12.3 1.3 (1) Mineral resources are exclusive of mineral reserves.
Atlas-Campaspe Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Atlas Proven 7 14.4 59.7 17.3 10.7 Probable — — — — — Campaspe Proven 98 5.3 60.7 10.3 13.2 Probable — — — — — Total Mineral Reserves 105 5.8 60.5 11.3 12.8 (2.2) 44 TABLE OF CONTENTS (1) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene (East).
Atlas-Campaspe Summary of Mineral Reserves as of December 31, 2025 Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Atlas Proven 4 14.4 58.3 19.0 11.1 Probable — — — — — Campaspe Proven 98 5.3 60.7 10.3 13.2 Probable — — — — — Total Mineral Reserves 102 5.6 60.5 11.1 13.0 (2.8) 45 TABLE OF CONTENTS (1) Price assumptions used for resource and reserve estimations are $1,495 per metric ton of zircon, $246 per metric ton of Chloride Ilmenite, $162 per metric ton of Sulfate Ilmenite, $1,088 per metric ton of Rutile and $314 per metric ton of Leucoxene (East).
(2) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene. Mineral prices used in Reserve estimation are substantially in line with the prices for each of our products published quarterly by independent consulting companies.
(2) Price assumptions used for resource and reserve estimations are $1,906 per metric ton of zircon, $320 per metric ton of Chloride Ilmenite, $1,180 per metric ton of Rutile and $1,220 per metric ton of Leucoxene. Mineral prices used in Reserve estimation are substantially in line with the prices for each of our products published quarterly by independent consulting companies.
Summary of Resources and Reserves Fairbreeze Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Measured 43 4.1 63.5 8.9 7.8 Indicated — — — — — Measured + Indicated 43 4.1 63.5 8.9 7.8 Inferred 58 3.5 55.3 6.9 7.2 Total Mineral Resources 101 3.8 58.8 7.8 7.5 9.0 (1) Cutoff grade applied is 1.5% ilmenite. 49 TABLE OF CONTENTS (2) Mineral Resources are exclusive of mineral reserves.
Summary of Resources and Reserves Fairbreeze Summary of Mineral Resources as of December 31, 2025 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Measured 34 4.0 63.3 8.2 7.8 Indicated 5 4.1 65.2 9.1 7.8 Measured + Indicated 39 4.0 63.6 8.3 7.8 Inferred 59 3.5 55.2 7.0 7.2 Total Mineral Resources 98 3.7 58.6 7.5 7.4 (3.2) (1) Cutoff grade applied is 1.5% ilmenite. 50 TABLE OF CONTENTS (2) Mineral Resources are exclusive of mineral reserves.
Principal environmental authorities are the Western Australian Department of Water and Environmental Regulation and the NSW Environment Protection Authority. At the Northern Operations in Western Australia, Tronox controls mining leases, exploration and other licenses and rights covering a total 48,255 hectares (119,240 acres).
Principal environmental authorities are the Western Australian Department of Water and Environmental Regulation and the NSW Environment Protection Authority. At the Northern Operations in Western Australia, Tronox controls mining leases, exploration and other licenses and rights covering a total 45,322 hectares (111,993 acres).
For Cooljarloo, price assumptions used for resource and reserve estimations are $1,378 per metric ton of Zircon, $293 per metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene. The cutoff grade used for the resource estimate is based on a nominal bottom cut of 1.0% HM.
For Cooljarloo, price assumptions used for resource and reserve estimations are $1,906 per metric ton of Zircon, $320 per metric ton of Chloride Ilmenite, $1,180 per metric ton of Rutile and $1,220 per metric ton of Leucoxene. The cutoff grade used for the resource estimate is based on a nominal bottom cut of 1.0% HM.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on page 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to updated information.
For a comparison of the reported reserves as of December 31, 2025 with the reserves as of December 31, 2024, see table on page 36 . The increase in reserves in 2025 as compared to 2024 is primarily attributable to updated information.
Summary of Resources and Reserves Cooljarloo Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Cooljarloo Measured 4 2.2 59.4 8.3 10.3 Indicated 183 1.7 62.0 6.2 10.2 Measured + Indicated 187 1.7 61.9 6.3 10.2 Inferred — — — — — Total 187 1.7 61.9 6.3 10.2 Cooljarloo West Measured — — — — — Indicated 80 1.3 60.7 8.5 11.6 Measured + Indicated 80 1.3 60.7 8.5 11.6 Inferred — — — — — Total 80 1.3 60.7 8.5 11.6 Total Mineral Resources 267 1.6 61.6 6.8 10.6 (9.5) (1) Mineral resources are exclusive of mineral reserves.
Summary of Resources and Reserves Cooljarloo Summary of Mineral Resources as of December 31, 2025 Mineral Assemblage (% of THM) Mine / Deposit Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Cooljarloo Measured — — — — — Indicated 134 1.7 63.0 6.3 10.5 Measured + Indicated 134 1.7 63.0 6.3 10.5 Inferred — — — — — Total 134 1.7 63.0 6.3 10.5 Cooljarloo West Measured — — — — — Indicated 80 1.3 60.7 8.5 11.6 Measured + Indicated 80 1.3 60.7 8.5 11.6 Inferred — — — — — Total 80 1.3 60.7 8.5 11.6 Total Mineral Resources 214 1.6 62.3 7.0 10.9 (19.8) (1) Mineral resources are exclusive of mineral reserves.
Fairbreeze Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Proven 175 5.6 61.4 7.7 7.5 Probable 15 3.9 54.8 5.6 7.3 Total Mineral Reserves 190 5.5 61.0 7.6 7.5 (6.0) (1) Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile.
Fairbreeze Summary of Mineral Reserves as of December 31, 2025 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Proven 174 5.5 61.4 7.8 7.4 Probable 21 4.1 55.7 5.9 7.2 Total Mineral Reserves 195 5.4 60.9 7.6 7.4 2.6 (1) Price assumptions used for resource and reserve estimations are $1,554 per metric ton of zircon, $205 per metric ton of Ilmenite and $1,183 per metric ton of Rutile.
Being situated on an historical coastline, the ore body is made up of conventional mineral sands strandlines and eminently suited to dredge mining and gravity concentration. Since commencement, the operation has been running continuously and has thus far consumed 657 Mt of ore at approximately 2.8% HM grade.
Condition of Property The Cooljarloo project was established in 1988. Being situated on an historical coastline, the ore body is made up of conventional mineral sands strandlines and eminently suited to dredge mining and gravity concentration. Since commencement, the operation has been running continuously and has thus far consumed 671 Mt of ore at approximately 2.77% HM grade.
Condition of Property Construction at Atlas commenced in 2022 and ramped up to full production in the first quarter of 2023. The Atlas deposit is mined using a dry mining method for both the overburden stripping and ore extraction.
Condition of Property Construction at Atlas commenced in 2022 and ramped up to full production in the first quarter of 2023. The Atlas deposit is mined using a dry mining method for both the overburden stripping and ore extraction. We believe the equipment and infrastructure (including the DMU, WCP and all associated infrastructure) at Atlas is in good condition.
Summary of Resources and Reserves Namakwa Sands Summary of Mineral Resources as of December 31, 2024 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Measured 122 6.8 33.5 6.3 7.6 Indicated 84 6.5 28.3 5.6 6.9 Measured + Indicated 206 6.6 31.4 6.0 7.3 Inferred 110 5.5 35.1 8.1 6.6 Total Mineral Resources 316 6.3 32.7 6.7 7.0 3.2 (1) Cutoff grade applied is 0.3% zircon (2) Mineral Resources are exclusive of mineral reserves.
Summary of Resources and Reserves Namakwa Sands Summary of Mineral Resources as of December 31, 2025 Mineral Assemblage (% of THM) Resource Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Measured 124 6.8 20.9 7.7 6.2 Indicated 84 6.5 28.3 5.6 6.9 Measured + Indicated 208 6.7 23.8 6.9 6.4 Inferred 109 5.5 35.2 8.2 6.6 Total Mineral Resources 317 6.3 27.8 7.3 6.5 0.5 (1) Cutoff grade applied is 0.3% zircon (2) Mineral Resources are exclusive of mineral reserves.
The increase in resources in 2024 as compared to 2023 is primarily attributable to updated information.
The decrease in resources in 2025 as compared to 2024 is primarily attributable to updated information.
Namakwa Sands Summary of Mineral Reserves as of December 31, 2024 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Proven 96 7.3 37.8 9.0 9.3 Probable 550 5.7 51.5 10.7 10.9 Total Mineral Reserves 646 5.9 49.0 10.4 10.6 (3.1) (1) Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile.
Namakwa Sands Summary of Mineral Reserves as of December 31, 2025 Mineral Assemblage (% of THM) Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Proven 83 7.2 38.9 7.4 8.0 Probable 546 5.6 54.7 10.7 11.5 Total Mineral Reserves 629 5.8 52.2 10.1 10.9 (2.8) (1) Price assumptions used for resource and reserve estimations are $1,499 per metric ton of zircon, $194 per metric ton of Ilmenite and $925 per metric ton of Rutile.
The following table lists our TiO 2 pigment production facilities and capacity (in metric tonnes per year), by location: Facility Production TiO2 Capacity Process Hamilton, Mississippi, USA TiO 2 225,000 Chloride Yanbu, Saudi Arabia TiO 2 200,000 Chloride Stallingborough, England, United Kingdom TiO 2 165,000 Chloride Kwinana, Western Australia TiO 2 150,000 Chloride Kemerton, Western Australia TiO 2 110,000 Chloride Botlek, the Netherlands TiO 2 90,000 Chloride Salvador, Bahia, Brazil TiO 2 60,000 Sulfate Fuzhou, Jiangxi Province, China TiO 2 46,000 Sulfate Thann, Alsace, France TiO 2 32,000 Sulfate Aggregate Annual Production TRONOX MINERAL SAND - AGGREGATE MINERAL PRODUCTION FOR THE PAST THREE YEARS (metric tonnes per year) 30 TABLE OF CONTENTS Product 2024 2023 2022 Rutile (1) Australia Cooljarloo 11,707 15,453 18,850 Atlas-Campaspe 83,111 61,576 — South Africa Namakwa Sands 26,772 27,929 31,304 KZN Sands 22,686 18,427 16,326 All Other Properties 27,719 29,154 92,644 Total 171,995 152,539 159,124 Ilmenite (2) Australia Cooljarloo 110,745 126,675 143,049 Atlas-Campaspe 262,884 172,079 — South Africa Namakwa Sands 521,186 532,538 567,050 KZN Sands 420,048 318,771 290,407 All Other Properties 100,994 94,649 155,593 Total 1,415,857 1,244,712 1,156,099 Zircon (3) Australia Cooljarloo 19,300 18,995 21,694 Atlas-Campaspe 39,760 25,763 — South Africa Namakwa Sands 83,335 89,803 107,967 KZN Sands 37,943 30,974 31,839 All Other Properties 16,816 14,376 38,233 Total 197,154 179,911 199,733 HMC (4) Australia Cooljarloo 212,761 231,969 265,982 Atlas-Campaspe 430,019 398,607 — South Africa Namakwa Sands 2,322,429 2,350,156 1,576,618 KZN Sands 601,690 509,778 429,521 All Other Properties 198,612 202,249 321,902 Total 3,765,511 3,692,759 2,594,023 ________________ (1) includes natural rutile + leucoxene (2) includes multiple grades of TiO 2 grades of ilmenite (3) includes multiple grades of zircon (4) HMC = Heavy Mineral Concentrate Mineral Properties Mining and Mineral Tenure 31 TABLE OF CONTENTS S-K Subpart 1300 requires us to describe our rights to access and mine the minerals we report as reserves and to disclose any change in mineral tenure of material significance.
The following table lists our TiO 2 pigment production facilities and capacity (in metric tonnes per year), by location: Facility Production TiO2 Capacity Process Hamilton, Mississippi, USA TiO 2 225,000 Chloride Yanbu, Saudi Arabia TiO 2 200,000 Chloride Stallingborough, England, United Kingdom TiO 2 165,000 Chloride Kwinana, Western Australia TiO 2 150,000 Chloride Kemerton, Western Australia TiO 2 110,000 Chloride Salvador, Bahia, Brazil TiO 2 60,000 Sulfate Thann, Alsace, France TiO 2 32,000 Sulfate Aggregate Annual Production TRONOX MINERAL SAND - AGGREGATE MINERAL PRODUCTION FOR THE PAST THREE YEARS (metric tonnes per year) 31 TABLE OF CONTENTS Product 2025 2024 2023 Rutile (1) Australia Cooljarloo 15,333 11,707 15,453 Atlas-Campaspe 90,163 83,111 61,576 South Africa Namakwa Sands 23,997 26,772 27,929 KZN Sands 23,981 22,686 18,427 All Other Properties 8,395 27,719 29,154 Total 161,869 171,995 152,539 Ilmenite (2) Australia Cooljarloo 157,311 110,745 126,675 Atlas-Campaspe 268,337 262,884 172,079 South Africa Namakwa Sands 485,728 521,186 532,538 KZN Sands 471,348 420,048 318,771 All Other Properties 55,563 100,994 94,649 Total 1,438,287 1,415,857 1,244,712 Zircon (3) Australia Cooljarloo 21,295 19,300 18,995 Atlas-Campaspe 48,405 39,760 25,763 South Africa Namakwa Sands 85,308 83,335 89,803 KZN Sands 41,254 37,943 30,974 All Other Properties 9,653 16,816 14,376 Total 205,915 197,154 179,911 HMC (4) Australia Cooljarloo 269,030 212,761 231,969 Atlas-Campaspe 456,918 430,019 398,607 South Africa Namakwa Sands 2,534,694 2,322,429 2,350,156 KZN Sands 717,752 601,690 509,778 All Other Properties 115,464 198,612 202,249 Total 4,093,858 3,765,511 3,692,759 ________________ (1) includes natural rutile + leucoxene (2) includes multiple grades of TiO 2 grades of ilmenite (3) includes multiple grades of zircon (4) HMC = Heavy Mineral Concentrate Mineral Properties Mining and Mineral Tenure 32 TABLE OF CONTENTS S-K Subpart 1300 requires us to describe our rights to access and mine the minerals we report as reserves and to disclose any change in mineral tenure of material significance.
In Western Australia, Mining Leases, Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines, Industry Regulation and Safety, and in New South Wales by the NSW Department of Planning, Industry and Environment, under the authority of the Western Australian Mining Act 1978 and the New South Wales Mining Act 1992, respectively.
In Western Australia, Mining Leases, Exploration Licenses and Retention Licenses are granted and administered by the Western Australian Department of Mines, Petroleum and Exploration, and in New South Wales by the NSW Department of Primary Industries and Regional Development - Resources, under the authority of the Western Australian Mining Act 1978 and the New South Wales Mining Act 1992, respectively.
Cooljarloo Summary of Mineral Reserves as of December 31, 2024 40 TABLE OF CONTENTS Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2023 (%) Cooljarloo Proven 157 1.7 61.9 7.8 11.0 Probable 4 2.2 59.4 8.3 10.3 Total 161 1.7 61.9 7.8 11.0 Cooljarloo West Proven — — — — — Probable 130 2.0 60.5 8.3 12.3 Total 130 2.0 60.5 8.3 12.3 Total Mineral Reserves 291 1.8 60.2 7.9 11.4 (5.0) (1) Price assumptions used for resource and reserve estimations are $1,378 per metric ton of zircon, $293 per metric ton of Chloride Ilmenite, $973 per metric ton of Rutile and $911 per metric ton of Leucoxene.
Cooljarloo Summary of Mineral Reserves as of December 31, 2025 41 TABLE OF CONTENTS Mineral Assemblage (% of THM) Mine / Deposit Reserve Category Material (million tonnes) HM% Ilmenite Rutile + Leucoxene Zircon Change from 2024 (%) Cooljarloo Proven 141 1.7 61.9 7.9 11.3 Probable 30 1.6 57.6 8.5 10.9 Total 171 1.7 61.2 8.1 11.2 Cooljarloo West Proven — — — — — Probable 130 2.0 60.5 8.3 12.3 Total 130 2.0 60.5 8.3 12.3 Total Mineral Reserves 301 1.8 60.8 8.1 11.7 3.1 (1) Price assumptions used for resource and reserve estimations are $1,906 per metric ton of zircon, $320 per metric ton of Chloride Ilmenite, $1,180 per metric ton of Rutile and $1,220 per metric ton of Leucoxene.
Our heavy mineral exploration and mining activities in South Africa and Australia are regulated by the South African Department of Mineral Resources, the Western Australia Department of Mines, Industry Regulation and Safety and the New South Wales Department of Planning, Industry and Environment.
Our heavy mineral exploration and mining activities in South Africa and Australia are regulated by the South African Department of Mineral Resources, the Western Australia Department of Mines, Petroleum and Exploration, and the New South Wales Department of Primary Industries and Regional Development - Resources.
Mining Tenement Schedule Region Tenement Tenement Type Area (Ha) Grant Date Expiry/ Renewal Date Commitment US$/a Rent US$/a Status of Rights Cooljarloo M70/1398 (Previously MSA 268) Mining Lease 9,744 2-Mar-20 1-Mar-41 602,728 172,380 Active Mining Lease Cooljarloo (West) M70/1314 Mining Lease 3,782 18-Mar-15 17-Mar-36 233,917 66,900 EPA approval pending Cooljarloo (West) M70/1333 Mining Lease 420 4-Apr-16 3-Apr-37 26,039 7,447 EPA approval pending Osprey M70/1413 Mining Lease 1,319 5-Jul-22 4-Jul-43 81,642 23,350 Approvals process commenced Tronox has one active mine site at Cooljarloo that was originally controlled by a State Agreement Act with the State of Western Australia.
Mining Tenement Schedule Region Tenement Tenement Type Area (Ha) Grant Date Expiry/ Renewal Date Commitment US$/a Rent US$/a Status of Rights Cooljarloo M70/1398 (Previously MSA 268) Mining Lease 9,744 2-Mar-20 1-Mar-41 650,186 190,524 Active Mining Lease Cooljarloo (West) M70/1314 Mining Lease 3,782 18-Mar-15 17-Mar-36 252,335 73,934 EPA approval granted, EPBC pending Cooljarloo (West) M70/1333 Mining Lease 420 4-Apr-16 3-Apr-37 28,089 8,230 EPA approval granted, EPBC pending Osprey M70/1413 Mining Lease 1,319 5-Jul-22 4-Jul-43 88,070 25,805 Awaiting environmental approvals Tronox has one active mine site at Cooljarloo that was originally controlled by a State Agreement Act with the State of Western Australia.
As such, all drilling has been completed at Atlas. Final infill drilling has also been completed for the first five (5) years of mining at Campaspe. Over the past 13 years there has been an average of 50,000 meters of drilling completed annually at Tronox’s Eastern Operations. Drilling will continue at Campaspe and surrounding areas in 2025.
Over the past 13 years there has been an average of 50,000 meters of drilling completed annually at Tronox’s Eastern Operations. Drilling will continue at Campaspe and surrounding areas in 2026.
The tenements cover approximately 432,100 hectares (1,668 sq miles). Four mining leases west of Pooncarie, NSW cover approximately 6,795 hectares (16,790 acres) surrounding our rehabilitation sites at Snapper, Ginkgo and Crayfish.
The tenements cover approximately 435,900 hectares (4,359 sq km). Four mining leases west of Pooncarie, NSW cover approximately 6,800 hectares (16,803 acres) surrounding our rehabilitation sites at Snapper, Ginkgo and Crayfish.
The cutoff grade used for the resource estimate is based on a nominal bottom cut of 1.0% HM. Reserves are defined by a complex optimization process which is explained in detail in the Atlas-Campaspe TRS.
The cutoff grade used for the resource estimate is based on a nominal bottom cut of 1.0% HM.
Saleable product yield (recovery) used for our reserve estimates were 79% per metric ton of Zircon, 96% per metric ton of Ilmenite, 92% per metric ton of Rutile and 87% per metric ton of Leucoxene. 7.
Reserves are defined by a complex optimization process which is explained in detail in the Atlas-Campaspe TRS. 37 TABLE OF CONTENTS Saleable product yield (recovery) used for our reserve estimates were 79% per metric ton of Zircon, 96% per metric ton of Ilmenite, 92% per metric ton of Rutile and 87% per metric ton of Leucoxene. 7.
Pigment Operations Our pigment production facilities utilize the titanium mineral feedstock from our mining and processing operations to produce TiO 2 pigment products.
In January 2026, the Company announced its intent to permanently close its 46,000 metric ton per year TiO 2 plant in Fuzhou, China. Pigment Operations Our pigment production facilities utilize the titanium mineral feedstock from our mining and processing operations to produce TiO 2 pigment products.
For a comparison of the reported reserves as of December 31, 2024 with the reserves as of December 31, 2023, see table on pag e 35 . The decrease in reserves in 2024 as compared to 2023 is primarily attributable to mining depletion. Condition of Property The Cooljarloo project was established in 1988.
For a comparison of the reported reserves as of December 31, 2025 with the reserves as of December 31, 2024, see table on pag e 36 . The increase in reserves in 2025 compared to 2024 is primarily attributable to the inclusion of Osprey and 33,000S satellite pits into reserves. This has offset depletion due to mining.
The overall 0.5% decrease in resources at all operating sites in 2024 as compared to 2023 is primarily attributed to the identification of additional resources in South Africa offset by the downgrading of some material from Cooljarloo in the Australian Northern Operations.
The overall 2.5% decrease in resources at all operating sites in 2025 as compared to 2024 is primarily attributed to the reclassification of material into reserves at Cooljarloo and KZN.
Extensive and systematic exploration drilling activities have been conducted at Atlas and Campaspe on an annual basis to upgrade resources and reserves. Final reserve delineation drilling is completed to 100m x 20m spacing. Final drilling is completed three or more years in advance of the mining face to allow timely and accurate mine planning to be completed.
Dry mining at Campaspe is expected to replace production from Atlas when Atlas finishes during 2028. Detailed design work and additional approvals are presently being undertaken. Extensive and systematic exploration drilling activities have been conducted at Atlas and Campaspe on an annual basis to upgrade resources and reserves. Final reserve delineation drilling is completed to 100m x 20m spacing.
The overall 4.4% decrease in reserves at all operating sites in 2024 as compared to 2023 is primarily attributed to mining depletion. In June 2024, mining ceased at Ginkgo as the project had reached the end of mine life. The remaining Ginkgo material was removed from reserves.
The overall 0.8% decrease in reserves at all operating sites in 2025 as compared to 2024 is primarily attributed to mining depletion, which has been mostly offset by increases in reserves at Cooljarloo and KZN.
Removed
As the equipment and infrastructure (including the DMU, WCP and all associated infrastructure) at Atlas is new and within its first year of operational life it is in good condition. Dry mining at Campaspe will replace production from Atlas when Atlas finishes in early 2027. Detailed design work and additional approvals are presently being undertaken.
Added
Final drilling is completed three or more years in advance of the mining face to allow timely and accurate mine planning to be completed. As such, all drilling has been completed at Atlas. Final infill drilling has also been completed for the first five (5) years of mining at Campaspe.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSEC regulations require us to disclose certain information about administrative or judicial proceedings to which a governmental authority is party arising under federal, state or local environmental provisions if we reasonably believe that such 50 TABLE OF CONTENTS proceedings may result in monetary sanctions above a stated threshold.
Biggest changeSEC regulations require us to disclose certain information about administrative or judicial proceedings to which a governmental authority is party arising under federal, state or local environmental provisions if we reasonably believe that such 51 TABLE OF CONTENTS proceedings may result in monetary sanctions above a stated threshold.
Pursuant to the SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Item 4. Mine Safety Disclosures None. 51 TABLE OF CONTENTS PART II
Pursuant to the SEC regulations, the Company uses a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required. Item 4. Mine Safety Disclosures None. 52 TABLE OF CONTENTS PART II
Item 3. Legal Proceedings Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note 18 - Commitments and Contingencies” of this Form 10-K.
Item 3. Legal Proceedings Information required by this item is incorporated herein by reference to the section captioned “Notes to Consolidated Financial Statements, Note 20 - Commitments and Contingencies” of this Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market for our Ordinary Shares Our ordinary shares trade on the New York Stock Exchange under the symbol “TROX.” Holders of Record As of January 31, 2025, there were approximately 57 holders of record of ordinary shares.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market for our Ordinary Shares Our ordinary shares trade on the New York Stock Exchange under the symbol “TROX.” Holders of Record As of January 30, 2026, there were approximately 57 holders of record of ordinary shares.
Issuer Purchases of Equity Securities 2024 Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1) Maximum Approximate Dollar Value that May Yet be Purchased Under the Plan (1) October 1 - October 31 — $ — — $ 300,000,000 November 1 - November 30 — — — 300,000,000 December 1 - December 31 — — — 300,000,000 Total — $ — — $ 300,000,000 (1) On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027.
Issuer Purchases of Equity Securities 2025 Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1) Maximum Approximate Dollar Value that May Yet be Purchased Under the Plan (1) October 1 - October 31 — $ — — $ 300,000,000 November 1 - November 30 — — — 300,000,000 December 1 - December 31 — — — 300,000,000 Total — $ — — $ 300,000,000 (1) On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027.
During the year ended December 31, 2024, we made no repurchases of the Company's stock. Stock Performance Graph The following graph presents the five-year cumulative total stockholder returns for our ordinary shares compared with the Standard & Poor’s (“S&P”) 500, the S&P MidCap 400 Chemicals and the S&P 400 Materials indices.
During the year ended December 31, 2025, we made no repurchases of the Company's stock. Stock Performance Graph The following graph presents the five-year cumulative total stockholder returns for our ordinary shares compared with the Standard & Poor’s (“S&P”) 500, the S&P MidCap 400 Chemicals and the S&P 400 Materials indices.
The graph assumes that the values of our ordinary shares, the S&P 500, the S&P MidCap 400 Chemicals index, and the S&P 400 Materials index were each $100 on December 31, 2019, and that all dividends were reinvested. 52 TABLE OF CONTENTS Item 6. Selected Financial Data Not applicable.
The graph assumes that the values of our ordinary shares, the S&P 500, the S&P MidCap 400 Chemicals index, and the S&P 400 Materials index were each $100 on December 31, 2020, and that all dividends were reinvested. 53 TABLE OF CONTENTS Item 6. Selected Financial Data Not applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDollars) Net sales $ 3,074 $ 2,850 $ 224 Cost of goods sold 2,559 2,388 171 Gross profit $ 515 $ 462 $ 53 Gross Margin 16.8 % 16.2 % 0.6 pts Selling, general and administrative expenses 296 276 20 Income from operations 219 186 33 Interest expense (167) (158) (9) Interest income 10 18 (8) Loss on extinguishment of debt (3) — (3) Other income, net 14 3 11 Income before income taxes 73 49 24 Income tax provision (127) (363) 236 Net loss $ (54) $ (314) $ 260 Effective tax rate 174 % 741 % (567) pts EBITDA (1) $ 515 $ 464 $ 51 Adjusted EBITDA (1) $ 564 $ 524 $ 40 Net loss as % of Net Sales (1.8) % (11.0) % 9.2 pts Adjusted EBITDA as % of Net Sales (1) 18.3 % 18.4 % 0.1 pts _____________________ (1) EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S.
Biggest changeDollars) Net sales $ 2,898 $ 3,074 $ (176) Cost of goods sold 2,629 2,559 70 Gross profit $ 269 $ 515 $ (246) Gross Margin 9.3 % 16.8 % (7.5) pts Restructuring and other charges 232 — 232 Selling, general and administrative expenses 290 296 (6) (Loss) Income from operations (253) 219 (472) Interest expense (189) (167) (22) Interest income 6 10 (4) Loss on extinguishment of debt — (3) 3 Other (expense) income, net (22) 14 (36) (Loss) Income before income taxes (458) 73 (531) Income tax provision (15) (127) 112 Net loss $ (473) $ (54) $ (419) Effective tax rate (3) % 174 % (177) pts EBITDA (1) $ 27 $ 515 $ (488) Adjusted EBITDA (1) $ 336 $ 564 $ (228) Net loss as % of Net Sales (16.3) % (1.8) % (14.5) pts Adjusted EBITDA as % of Net Sales (1) 11.6 % 18.3 % (6.7) pts _____________________ (1) EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S.
(5) Amounts are shown at the undiscounted and uninflated values. Non-U.S. GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted net (loss) income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, which are used by management to measure performance, are not presented in accordance with U.S. GAAP.
(5) Amounts are shown at the undiscounted and uninflated values. Non-U.S. GAAP Financial Measures EBITDA, Adjusted EBITDA, Adjusted net loss attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, which are used by management to measure performance, are not presented in accordance with U.S. GAAP.
We define EBITDA as net (loss) income excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization.
We define EBITDA as net loss excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization.
We define Adjusted net income attributable to Tronox as net (loss) income attributable to Tronox excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.
We define Adjusted net income attributable to Tronox as net loss attributable to Tronox excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.
This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions.
This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions including tariffs, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions.
Stock Repurchases On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the year ended December 31, 2024, we made no repurchases of the Company's stock.
Stock Repurchases On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the year ended December 31, 2025, we made no repurchases of the Company's stock.
GAAP financials measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net (loss) income.
GAAP financials measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.
GAAP financial measures: • reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results; 60 TABLE OF CONTENTS • provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and • provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.
GAAP financial measures: • reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results; 61 TABLE OF CONTENTS • provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and • provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.
GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net (loss) income to EBITDA and Adjusted EBITDA is also provided herein.
GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.
The effective tax rates for the year ended December 31, 2024 and 2023 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.
The effective tax rates for the year ended December 31, 2025 and 2024 are influenced by a variety of factors, primarily income and losses in jurisdictions with valuation allowances, non-taxable income and expenses, withholding taxes, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.
In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 13 of notes to consolidated financial statements).
In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 15 of notes to consolidated financial statements).
No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Management believes these estimates and assumptions are reasonable; however, they are inherently uncertain. Refer to Notes 17 to the consolidated financial statements for a summary of the estimates and assumptions utilized.
No market-risk premium has been included in our calculation of ARO balances since we can make no reliable estimate. Management believes these estimates and assumptions are reasonable; however, they are inherently uncertain. Refer to Notes 19 to the consolidated financial statements for a summary of the estimates and assumptions utilized.
Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2025. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility.
Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2026. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility.
The estimated useful lives of property, plant and equipment range from three to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates, and industry information. These estimates include an assumption regarding periodic maintenance.
The estimated useful lives of property, plant and equipment range from two to forty years, and depreciation is recognized on a straight-line basis. Useful lives are estimated based upon our historical experience, engineering estimates, and industry information. These estimates include an assumption regarding periodic maintenance.
At December 31, 2024, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions.
At December 31, 2025, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions.
A discussion of our comprehensive (loss) income for the year ended December 31, 2023 versus December 31, 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Comprehensive (Loss) Income”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
A discussion of our comprehensive (loss) income for the year ended December 31, 2024 versus December 31, 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Other Comprehensive (Loss) Income”, included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Years Ended December 31, 2023 and 2022 A discussion of our cash flows for the year ended December 31, 2023 versus 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Years Ended December 31, 2024 and 2023 A discussion of our cash flows for the year ended December 31, 2024 versus 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Flows”, included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 A discussion of our results of operations for the year ended December 31, 2023 versus December 31, 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operation”, included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 A discussion of our results of operations for the year ended December 31, 2024 versus December 31, 2023 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operation”, included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Refer to Notes 2 and 18 to the consolidated financial statements for additional information.
Such contingencies are significant and the accounting requires considerable management judgments in analyzing each matter to assess the likely outcome and the need for establishing appropriate liabilities and providing adequate disclosures. Refer to Notes 2 and 20 to the consolidated financial statements for additional information.
See Note 13 of notes to our consolidated financial statements. (2) Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business.
See Note 15 of notes to our consolidated financial statements. (2) Includes obligations to purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business.
The Company has removed its assertion that earnings in China are indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the effective tax rate reconciliation in Note 5 to the consolidated financial statements.
The Company has removed its assertion that earnings in China are indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the effective tax rate reconciliation in Note 6 to the consolidated financial statements.
If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Notes 2 and 5 to the consolidated financial statements for additional information.
If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. See Notes 2 and 6 to the consolidated financial statements for additional information.
If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity. Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2024, compared to $1.4 billion at December 31, 2023.
If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs, and other items within our control to maintain appropriate liquidity. Working capital (calculated as current assets less current liabilities) was $1.3 billion at December 31, 2025, compared to $1.3 billion at December 31, 2024.
(i) 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 Consolidated Statements of Operations.
(h) Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other expense (income), net” in the Consolidated Statements of Operations.
Because pension benefits represent financial obligations that will ultimately be settled in the future with employees 65 TABLE OF CONTENTS who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans.
Because pension benefits represent financial obligations that will ultimately be settled in the future with employees who meet eligibility requirements, uncertainties exist in estimating the timing and amount of future payments, and significant estimates are required to calculate pension expense and liabilities relating to these plans.
Future provisions for income taxes associated with these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets. The effective tax rate was 174% and 741% for the years ended December 31, 2024 and 2023, respectively.
Future provisions for income taxes associated with these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets. The effective tax rate was (3)% and 174% for the years ended December 31, 2025 and 2024, respectively.
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets and liabilities are determined based on temporary differences between the financial statement amounts and tax bases of assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Refer to Notes 2 and 21 to the consolidated financial statements for a summary of the plan assumptions and additional information on our pension arrangements.
Refer to Notes 2 and 23 to the consolidated financial statements for a summary of the plan assumptions and additional information on our pension arrangements.
The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow revolver facility. Refer to Note 13 of notes to consolidated financial statements for further details.
The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 15 of notes to consolidated financial statements for further details.
A 100 basis points change in the expected rate of compensation increase, with all other variables held constant, would change our pension expense by approximately $1 million. A 100 basis points reduction or increase in rate of compensation would decrease the PBO by approximately $4 million or increase the PBO by approximately $5 million, respectively.
A 100 basis points change in the expected rate of compensation increase, with all other variables held constant, would change our pension expense by approximately $1 million. A 100 basis points reduction or increase in rate of compensation would change the PBO by approximately $5 million.
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our nine pigment facilities located in the United States, Australia, Brazil, UK, France, the Netherlands, China and the Kingdom of Saudi Arabia (“KSA”).
Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO 2 at our seven pigment facilities located in the United States, Australia, Brazil, UK, France and the Kingdom of Saudi Arabia (“KSA”).
The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax positions.
The estimation of the amounts of income tax involves the interpretation of complex tax laws and regulations and how foreign taxes affect domestic taxes, as well as the analysis of the realizability of deferred tax assets, tax audit findings and uncertain tax 64 TABLE OF CONTENTS positions.
Consolidated Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Year Ended December 31, 2024 2023 Variance (Millions of U.S.
Consolidated Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Year Ended December 31, 2025 2024 Variance (Millions of U.S.
The following table reconciles Net (loss) income attributable to Tronox to Adjusted net income attributable to Tronox for the periods presented: Year Ended December 31, 2024 2023 2022 Net (loss) income attributable to Tronox Holdings plc (U.S.
The following table reconciles Net loss attributable to Tronox to Adjusted net loss attributable to Tronox for the periods presented: Year Ended December 31, 2025 2024 2023 Net loss attributable to Tronox Holdings plc (U.S.
Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2025 and unfunded benefit payments after 2034 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 21 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.
Contribution and unfunded benefit payment estimates are based upon current valuation assumptions. Estimates of pension contributions after 2026 and unfunded benefit payments after 2035 are not included in the table because the timing of their resolution cannot be estimated. Refer to Note 23 in notes to consolidated financial statements for further discussion on our pension and OPEB plans.
See Note 18 of notes to consolidated financial statements. 56 TABLE OF CONTENTS Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.
Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets.
Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as newTRON and various mine development projects, continued reductions in our debt, continued dividends and share repurchases.
Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including various mine extension and development projects, continued reductions in our debt and continued dividends.
See Note 13 of notes to consolidated financial statements. 62 TABLE OF CONTENTS (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 income (expense), net" in the Consolidated Statements of Operations.
See Note 15 of notes to consolidated financial statements. (c) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in "Other expense (income), net" in the Consolidated Statements of Operations.
The following table reconciles net (loss) income to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2024 and December 31, 61 TABLE OF CONTENTS 2023: Year Ended December 31, 2024 2023 2022 Net (loss) income (U.S.
The following table reconciles net loss to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Month Adjusted EBITDA as of December 31, 2025 and December 31, 2024: Year Ended December 31, 2025 2024 2023 Net loss (U.S.
The company utilizes the services of independent actuaries, whose models are used to help facilitate these calculations.
The company utilizes the services of 65 TABLE OF CONTENTS independent actuaries, whose models are used to help facilitate these calculations.
Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2024 was $343 million as compared to $255 million for the year ended December 31, 2023.
Cash Flows used in Investing Activities — Net cash used in investing activities for the year ended December 31, 2025 was $328 million as compared to $343 million for the year ended December 31, 2024.
In addition, as of December 31, 2024, our non-guarantor subsidiaries had $748 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes. See Note 13 of notes to consolidated financial statements for additional information.
In addition, as of December 31, 2025, our non-guarantor subsidiaries had $846 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the 2029 Notes and 2030 Notes. See Note 15 of notes to consolidated financial statements for additional information.
Other Comprehensive Income (Loss) There was an other comprehensive loss of $74 million for the year ended December 31, 2024 compared to other comprehensive loss of $42 million for the year ended December 31, 2023.
Other Comprehensive Income (Loss) There was an other comprehensive income of $167 million for the year ended December 31, 2025 compared to other comprehensive loss of $74 million for the year ended December 31, 2024.
As of February 17, 2025, the total outstanding principal balance on our short-term debt facilities was approximately $117 million. See Note 13 of notes to consolidated financial statements for further details.
As of February 13, 2026, the total outstanding principal balance on our short-term debt facilities was approximately $77 million. See Note 15 of notes to consolidated financial statements for further details.
At December 31, 2024 and 2023, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $2.9 billion and $2.8 billion, respectively. At December 31, 2024 and 2023, our net debt (the excess of our debt over cash and cash equivalents) was $2.7 billion and $2.6 billion, respectively.
At December 31, 2025 and 2024, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.2 billion and $2.9 billion, respectively. At December 31, 2025 and 2024, our net debt (the excess of our debt over cash and cash equivalents) was $3.0 billion and $2.7 billion, respectively.
The current year is primarily comprised of dividends paid of $80 million and total net proceeds of $26 million of long-term debt and short-term debt.
The prior year was primarily comprised of dividends paid of $80 million and total net proceeds of $26 million of long-term debt and short-term debt.
A 100 basis points reduction in discount rates would increase the PBO by approximately $29 million whereas a 100 basis point increase in discount rates would decrease the PBO by approximately $25 million.
A 100 basis points reduction in discount rates would increase the PBO by approximately $19 million whereas a 100 basis point increase in discount rates would decrease the PBO by approximately $17 million.
See Note 13 of notes to consolidated financial statements. Cash and Cash Equivalents We consider all investments with original maturities of three months or less to be cash equivalents. As of December 31, 2024, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts.
Cash and Cash Equivalents We consider all investments with original maturities of three months or less to be cash equivalents. As of December 31, 2025, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts.
(4) Pension and other post-retirement benefit ("OPEB") obligations of $219 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2025 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2034.
(4) Pension and other post-retirement benefit ("OPEB") obligations of $224 million include estimates of pension plan contributions and expected future benefit payments for unfunded pension and OPEB plans. Pension plan contributions are forecasted for 2026 only. Expected future unfunded pension and OPEB benefit payments are forecasted only through 2035.
Additionally, we recognized net gains on derivative instruments of $2 million in the year ended December 31, 2024 as compared to net losses on derivative instruments of $13 million in the prior year as well as pension and postretirement gains of $8 million for the year ended December 31, 2024 as compared to pension and postretirement losses of $14 million in the prior year.
Additionally, we recognized net losses on derivative instruments of $12 million in the year ended December 31, 2025 as compared to net losses on derivative instruments of $2 million in the prior year as well as pension and postretirement gain of $1 million for the year ended December 31, 2025 as compared to pension and postretirement gains of $8 million in the prior year.
GAAP) (1)(2) $ (12) $ (24) 311 Diluted net (loss) income per share (U.S.
GAAP) (1)(2) $ (237) $ (12) (24) Diluted net loss per share (U.S.
Cash Flows Years Ended December 31, 2024 and 2023 58 TABLE OF CONTENTS The following table presents cash flow for the periods indicated: Year Ended December 31, 2024 2023 (Millions of U.S. dollars) Net cash provided by operating activities $ 300 $ 184 Net cash used in investing activities (343) (255) Net cash (used in) provided by financing activities (71) 176 Effect of exchange rate changes on cash (7) 4 Net increase (decrease) in cash and cash equivalents $ (121) $ 109 Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss adjusted for non-cash items and changes in working capital items.
Cash Flows Years Ended December 31, 2025 and 2024 59 TABLE OF CONTENTS The following table presents cash flow for the periods indicated: Year Ended December 31, 2025 2024 (Millions of U.S. dollars) Net cash provided by operating activities $ 60 $ 300 Net cash used in investing activities (328) (343) Net cash provided by (used in) financing activities 321 (71) Effect of exchange rate changes on cash and cash equivalents and restricted cash 6 (7) Net increase (decrease) in cash and cash equivalents $ 59 $ (121) Cash Flows provided by Operating Activities — Cash provided by our operating activities is driven by net loss adjusted for non-cash items and changes in working capital items.
This increase in comprehensive loss was primarily driven by the unfavorable foreign currency translation adjustments of $80 million for the year ended December 31, 2024 as compared to unfavorable foreign currency translation adjustments of $15 million in the prior year.
This increase in comprehensive income was primarily driven by the favorable foreign currency translation adjustments of $178 million for the year ended December 31, 2025 as compared to unfavorable foreign currency translation adjustments of $80 million in the prior year.
Business Environment The following discussion includes trends and factors that may affect future operating results: Fourth quarter revenue decreased 1% compared to the prior year, driven by unfavorable average selling prices including mix and lower other product sales volumes, partially offset by higher sales volumes of zircon and TiO 2 .
Business Environment The following discussion includes trends and factors that may affect future operating results: Fourth quarter revenue increased 8% compared to the prior year, driven by higher sales volumes of TiO 2 and zircon, higher sales of other products, and favorable exchange rate impacts partially offset by lower average selling prices, including mix of TiO 2 and zircon.
The following table summarizes our net cash provided by operating activities for 2024 and 2023: Year Ended December 31, 2024 2023 (Millions of U.S. dollars) Net loss $ (54) $ (314) Net adjustments to reconcile net loss to net cash provided by operating activities 457 672 Income related cash generation 403 358 Net change in assets and liabilities (103) (174) Net cash provided by our operating activities $ 300 $ 184 Net cash provided by operating activities was $300 million in 2024 as compared to $184 million in 2023.
The following table summarizes our net cash provided by operating activities for 2025 and 2024: Year Ended December 31, 2025 2024 (Millions of U.S. dollars) Net loss $ (473) $ (54) Net adjustments to reconcile net loss to net cash provided by operating activities 635 457 Income related cash generation 162 403 Net change in assets and liabilities (102) (103) Net cash provided by our operating activities $ 60 $ 300 Net cash provided by operating activities was $60 million in 2025 as compared to $300 million in 2024.
The increase of $116 million period over period is primarily due to a $45 million increase in income related cash generation and a decrease of $71 million use of cash for net assets and liabilities.
The decrease of $240 million period over period is primarily due to a $241 million decrease in income related cash generation and a decrease of $1 million in the use of cash for net assets and liabilities.
At December 31, 2024, AROs were $186 million of which the long-term portion of $172 million is recorded in "Asset retirement obligations" and the short-term portion of $14 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet.
At December 31, 2025, AROs were $215 million of which the long-term portion of $198 million is recorded in "Asset retirement obligations" and the short-term portion of $17 million is recorded in "Accrued liabilities" in the Consolidated Balance Sheet.
The following is a summary of certain accounting policies considered critical by management. Asset Retirement Obligations To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.
Asset Retirement Obligations To the extent a legal obligation exists, an asset retirement obligation (“ARO”) is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value.
Gross profit of $515 million for the year ended December 31, 2024 was 16.8% of net sales compared to 16.2% of net sales for the same period in 2023.
Gross profit of $269 million for the year ended December 31, 2025 was 9.3% of net sales compared to 16.8% of net sales for the same period in 2024.
GAAP) (see above) as a % of Net sales 18.3 % 18.4 % 25.3 % December 31, 2024 2023 Long-term debt, net $ 2,759 $ 2,786 Short-term debt 65 11 Long-term debt due within one year 35 27 (Less) Cash and cash equivalents (151) (273) Net debt $ 2,708 $ 2,551 Adjusted EBITDA (non-U.S.
GAAP) (see above) as a % of Net sales 11.6 % 18.3 % 18.4 % December 31, 2025 2024 Long-term debt, net $ 3,132 $ 2,759 Short-term debt 51 65 Long-term debt due within one year 39 35 (Less) Cash and cash equivalents (199) (151) Net debt $ 3,023 $ 2,708 Adjusted EBITDA (non-U.S.
As of and for the year ended December 31, 2024, the non-guarantor subsidiaries of our Senior Notes due 2029 represented approximately 18% of our total consolidated liabilities, approximately 39% of our total consolidated assets, approximately 44% of our total consolidated net sales and approximately 52% of our Consolidated EBITDA (as such term is defined in the 2029 Indenture).
As of and for the year ended December 31, 2025, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 18% of our total consolidated liabilities, approximately 44% of our total consolidated assets, approximately 45% of our total consolidated net sales and approximately 53% of our Consolidated EBITDA 57 TABLE OF CONTENTS (as such term is defined in the respective Indenture).
Gross profit increased for the fourth quarter of 2024 as compared to the fourth quarter of 2023 due to lower production costs and higher TiO 2 and zircon sales volumes. These favorable impacts were partially offset by lower sales volumes of other products, unfavorable impacts of average selling prices and mix and unfavorable impacts of foreign currency.
Gross profit decreased for the fourth quarter of 2025 as compared to the fourth quarter of 2024 due to unfavorable impacts of average selling prices and mix and higher production costs and freight costs. These unfavorable impacts were partially offset by higher TiO 2 and zircon sales volumes and favorable exchange rate movements.
As of December 31, 2024, our total available liquidity was $578 million, including $151 million in cash and cash equivalents and $427 million available under revolving credit agreements. As of December 31, 2024, our total debt was $2.9 billion and net debt to trailing-twelve month Adjusted EBITDA was 4.8x.
As of December 31, 2025, our total available liquidity was $674 million, including $199 million in cash and cash equivalents and $475 million available under revolving credit agreements. As of December 31, 2025, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 9.0x.
Interest income for the year ended December 31, 2024 decreased $8 million compared to the same period in 2023 primarily due to an overall decrease in our cash investments and lower interest rates on those cash balances period over period.
Interest income for the year ended December 31, 2025 decreased $4 million compared to the same period in 2024 primarily due to an overall decrease in our cash balances period over period.
Repatriation of Cash At December 31, 2024, we held $151 million in cash and cash equivalents in these respective jurisdictions: $17 million in the United States, $38 million in South Africa, $26 million in Australia, $28 million in Brazil, $7 million in Saudi Arabia, $17 million in China, $17 million in Europe and $1 million in India.
Repatriation of Cash At December 31, 2025, we held $199 million in cash and cash equivalents in these respective jurisdictions: $7 million in the United States, $33 million in South Africa, $57 million in Australia, $35 million in Brazil, $19 million in Saudi Arabia, $21 million in China, $26 million in Europe and $1 million in India.
GAAP) $ 564 $ 524 $ 875 Year Ended December 31, 2024 2023 2022 Net sales $ 3,074 $ 2,850 $ 3,454 Net (loss) income (U.S. GAAP) $ (54) $ (314) $ 500 Net (loss) income (U.S. GAAP) as a % of Net sales (1.8) % (11.0) % 14.5 % Adjusted EBITDA (non-U.S.
GAAP) $ 336 $ 564 $ 524 Year Ended December 31, 2025 2024 2023 Net sales $ 2,898 $ 3,074 $ 2,850 Net loss (U.S. GAAP) $ (473) $ (54) $ (314) Net loss (U.S. GAAP) as a % of Net sales (16.3) % (1.8) % (11.0) % Adjusted EBITDA (non-U.S.
GAAP) 515 464 693 Share-based compensation (a) 21 21 26 Venator settlement (b) — — 85 Loss on extinguishment of debt (c) 3 — 21 Foreign currency remeasurement (d) (1) (6) 3 Pension settlement loss (e) — — 20 Accretion expense and other adjustments to asset retirement and environmental obligations (f) 23 22 19 Accounts receivable securitization program (g) 15 12 3 Sale of royalty interest in certain Canadian mineral properties, net of fees (h) (28) — — Other items (i) 16 11 5 Adjusted EBITDA (non-U.S.
GAAP) 27 515 464 Share-based compensation (a) 20 21 21 Loss on extinguishment of debt (b) — 3 — Foreign currency remeasurement (c) 6 (1) (6) Accretion expense and other adjustments to asset retirement and environmental obligations (d) 9 23 22 Accounts receivable securitization program (e) 13 15 12 Sale of royalty interest (f) — (28) — Restructuring and other charges (g) 232 — — Other items (h) 29 16 11 Adjusted EBITDA (non-U.S.
Cash Dividends on Ordinary Shares On February 18, 2025, the Board declared a quarterly dividend of $0.125 per share to holders of our ordinary shares at the close of business on March 3, 2025, which will be paid on April 4, 2025.
Cash Dividends on Ordinary Shares On February 11, 2026, the Board declared a quarterly dividend of $0.05 per share to holders of our ordinary shares at the close of business on February 23, 2026, which will be paid on April 2, 2026.
GAAP) (54) (314) 500 Interest expense 167 158 125 Interest income (10) (18) (9) Income tax provision 127 363 (192) Depreciation, depletion and amortization expense 285 275 269 EBITDA (non-U.S.
GAAP) (473) (54) (314) Interest expense 189 167 158 Interest income (6) (10) (18) Income tax provision 15 127 363 Depreciation, depletion and amortization expense 302 285 275 EBITDA (non-U.S.
Sequentially, revenue decreased 16% in the fourth quarter of 2024 compared to the third quarter of 2024 driven by lower TiO 2 and other products sales volumes and unfavorable average selling prices including mix partially offset by higher sales volumes of zircon.
Sequentially, revenue increased 4% in the fourth quarter of 2025 compared to the third quarter of 2025 driven by higher sales volumes of TiO 2 and zircon partially offset by unfavorable average selling prices including mix and lower sales volumes of heavy mineral concentrate tailings.
Gross profit decreased sequentially from the third quarter of 2024 to the fourth quarter of 2024 due to lower sales volumes of other products and TiO 2 and headwinds from average selling prices and mix. These unfavorable impacts were partially offset by improved production costs and favorable impacts of foreign currency.
Gross profit decreased sequentially from the third quarter of 2025 to the fourth quarter of 2025 due to lower average selling prices and mix, lower other products revenue partially offset by higher sales volumes of TiO 2 and zircon and improved production costs.
For the fourth quarter of 2024 as compared to the fourth quarter of 2023, TiO 2 revenue increased 3%, driven by a 4% increase in volumes partially offset by a 1% decrease in average selling prices including mix. Zircon sales volumes increased 43% partially offset by an 11% decrease in average selling prices including mix.
For the fourth quarter of 2025 as compared to the fourth quarter of 2024, TiO 2 revenue increased 8%, driven by a 13% increase in volumes and a 3% exchange rate tailwind partially offset by an 8% decrease in average selling prices including mix.
Net sales of $3,074 million for the year ended December 31, 2024 increased by 8% compared to $2,850 million for the same period in 2023. Revenue increased primarily due to higher TiO 2 and zircon sales volumes.
Net sales of $2,898 million for the year ended December 31, 2025 decreased by 6% compared to $3,074 million for the same period in 2024. Revenue decreased primarily due to both lower sales volumes and average selling prices of TiO 2 and zircon.
Net sales by type of product for the years ended December 31, 2024 and 2023 were as follows: 54 TABLE OF CONTENTS The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2024 2023 Variance Percentage TiO 2 $ 2,407 $ 2,248 $ 159 7 % Zircon 322 257 65 25 % Other products 345 345 — — % Total net sales $ 3,074 $ 2,850 $ 224 8 % For the year ended December 31, 2024, TiO 2 revenue increased $159 million, or 7%, compared to the prior year due to a $290 million increase in sales volumes partially offset by a decrease of $129 million in average selling prices, including mix.
Net sales by type of product for the years ended December 31, 2025 and 2024 were as follows: 55 TABLE OF CONTENTS The table below presents reported revenue by product: Year Ended December 31, (Millions of dollars, except percentages) 2025 2024 Variance Percentage TiO 2 $ 2,298 $ 2,407 $ (109) (5) % Zircon 274 322 (48) (15) % Other products 326 345 (19) (6) % Total net sales $ 2,898 $ 3,074 $ (176) (6) % For the year ended December 31, 2025, TiO 2 revenue decreased $109 million, or 5%, compared to the prior year due to a $83 million decrease in average selling prices including mix and a $54 million decrease in sales volumes.
GAAP) $ (0.31) $ (2.02) $ 3.16 Venator settlement, per share — — 0.54 Loss on extinguishment of debt, per share 0.02 — 0.13 Sale of royalty interest, per share (0.13) — — Pension settlement loss, per share — — 0.09 Other, per share 0.03 (0.01) (0.02) Withholding tax accrued — — 0.03 Tax valuation allowance, per share 0.31 1.88 (1.92) Income tax expense - deferred tax assets, per share — — (0.04) Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S.
GAAP) $ (2.97) $ (0.31) $ (2.02) Loss on extinguishment of debt, per share — 0.02 — Sale of royalty interest, per share — (0.13) — Restructuring and other charges, per share 1.44 — — Other, per share 0.03 0.03 (0.01) Tax valuation allowance, per share — 0.31 1.88 Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S.
The remaining $6 million in the current year is related to other proceeds from sale of assets. Cash Flows (used in) provided by Financing Activities — Net cash used in financing activities during the year ended December 31, 2024 was $71 million as compared to cash provided by financing activities of $176 million for the year ended December 31, 2023.
Cash Flows provided by (used in) Financing Activities — Net cash provided by financing activities during the year ended December 31, 2025 was $321 million as compared to cash used in financing activities of $71 million for the year ended December 31, 2024.
The lower use of cash for working capital was primarily driven by decreases in the use of cash for inventories of $36 million and decreases in the use of cash for accounts payable and accrued liabilities of $73 million partially offset by a decrease in cash provided by accounts receivable of $73 million and a change of $34 million in net changes in income tax payables and receivables.
The lower use of cash for working capital was primarily driven by decreases in the use of cash for inventories of $89 million, increase in the cash provided by prepaid and other current assets of $19 million and a decrease in the use of cash for long-term other assets and liabilities for $16 million partially offset by increases in the use of cash for accounts payable and accrued liabilities of $15 million, an increase in the use of cash for restructuring payments of $76 million and a decrease in cash provided by accounts receivable of $20 million and a change of $12 million in net changes in income tax payables and receivables.
Income from operations for the year ended December 31, 2024 of $219 million, increased by $33 million or 18% compared to the same period in 2023 which is primarily attributable to higher sales volumes of TiO 2 and zircon, improved production costs and lower idle facility charges partially offset by higher selling, general and administrative expenses.
Loss from operations for the year ended December 31, 2025 of $253 million, decreased by $472 million or 216% compared to income from operations of $219 million for the same period in 2024 which is primarily attributable to lower sales volumes and lower average selling prices of both TiO 2 and zircon as well as restructuring and other charges of $232 million partially offset by lower selling, general and administrative expenses.
GAAP) $ (48) $ (316) $ 497 Venator settlement (a) — — 85 Loss on extinguishment of debt (b) 3 — 21 Sale of royalty interest (c) (21) — — Pension settlement loss (d) — — 15 Other (e) 5 (1) (3) Withholding tax accrued (f) — — 4 Tax valuation allowance (g) 49 293 (301) Income tax expense - deferred tax assets (h) — — (7) Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S.
GAAP) $ (470) $ (48) $ (316) Loss on extinguishment of debt (a) — 3 — Sale of royalty interest (b) — (21) — Restructuring and other charges (c) 228 — — Other (d) 5 5 (1) Tax valuation allowance (e) — 49 293 Adjusted net loss attributable to Tronox Holdings plc (non-U.S.
Additionally, the effective tax rates for each year is significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands during the year ended December 31, 2024 and Australia during the year ended December 31, 2023. Refer to Note 5 of notes to consolidated financial statements for further information.
Additionally, the effective tax rate for the year ended December 31, 2024 is significantly influenced by the application of valuation allowances against deferred tax assets in Brazil and the Netherlands.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

17 edited+2 added−2 removed29 unchanged
Biggest changeSince we are exposed to movements in the South African rand, the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions. 68 TABLE OF CONTENTS We periodically enter into foreign currency contracts used to hedge non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold and forecasted non-functional currency selling, general and administrative expenses for our Australian subsidiaries.
Biggest changeSince we are exposed to movements in the South African rand, the Australian Dollar, the Euro and the Pound Sterling versus the U.S. dollar, we may enter into forward contracts to buy and sell foreign currencies as “economic hedges” for these foreign currency transactions.
For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other income (expense), net” within the Consolidated Statements of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary.
For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in “Other expense (income), net” within the Consolidated Statements of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary.
As a result of this 67 TABLE OF CONTENTS amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 in anticipation of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as described above.
As a result of this amendment, the Company changed the rate indexed in the contract from LIBOR to SOFR, effective June 30, 2023 as a result of the Reference Rate Reform and to align the index rate in this contract to that in the Term Loan Facility, as 67 TABLE OF CONTENTS described above.
We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps will be effective from June 2023 and will mature in March 2028 which will align with the maturity date of the Term Loan Facility.
We simultaneously entered into two SOFR-indexed forward starting interest rate swaps with the same counterparty banks with no change to the aggregate notional value. The forward starting swaps became effective from June 2023 and will mature in March 2028 which will align with the maturity date of the Term Loan Facility.
As a result of the 2024 Amendment (discussed in Note 13), the Company noted that the hedged transaction associated with the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the 2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion of the 2024 Term Loan Facility.
As a result of the 2024 Amendment (discussed in Note 15), the Company noted that the hedged transaction associated with the interest rate swap with a notional value of $200 million (which converted the variable rate to a fixed rate for a portion of the 2022 Term Loan Facility) had changed as the hedged transaction would now convert the variable rate to a fixed rate for a portion of the 2024 Term Loan Facility.
As of December 31, 2024, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing in March 2028 and $500 million maturing in September 2031) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements.
As of December 31, 2025, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing in March 2028 and $500 million maturing in September 2031) with the objective in using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements.
These new agreements are effective as of September 30, 2024 and will mature on September 30, 2031, in line with the maturity date of the 2024-B Term Loan Facility following Amendment No.6 (discussed in Note 13).
These new agreements are effective as of September 30, 2024 and will mature on September 30, 2031, in line with the maturity date of the 2024-B Term Loan Facility following Amendment No.6 (discussed in Note 15).
During 2024, 2023 and 2022 our ten largest third-party customers represented 37%, 39%, and 30%, respectively, of our consolidated net sales. During 2024, 2023, and 2022, no single customer accounted for 10% of our consolidated net sales. Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will impact our financial results.
During 2025, 2024 and 2023 our ten largest third-party customers represented 36%, 37%, and 39%, respectively, of our consolidated net sales. During 2025, 2024, and 2023, no single customer accounted for 10% of our consolidated net sales. Interest Rate Risk Interest rate risk arises from the possibility that changes in interest rates will impact our financial results.
Using a sensitivity analysis as of December 31, 2024, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $8 million on an annualized basis.
Using a sensitivity analysis as of December 31, 2025, a hypothetical 1% increase in interest rates would result in a net decrease to pre-tax income of approximately $7 million on an annualized basis.
We are exposed to interest rate risk on our floating rate debt, the Term Loan Facility, 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility, the 2024-B Term Loan Facility, RMB Term Loan Facility, the new Cash Flow Revolver, RMB Revolving Credit Facility, Emirates Revolver and SABB Credit Facility balances.
We are exposed to interest rate risk on our floating rate debt, the 2024 Term Loan Facility, the 2024-B Term Loan Facility, the RMB Term Loan Facility, the Cash Flow Revolver, the RMB Revolving Credit Facility and the Emirates Revolver balances.
This is due to the fact that earnings on our interest earning financial assets of $31 million at December 31, 2024 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $824 million.
This is due to the fact that earnings on our interest earning financial assets of $35 million at December 31, 2025 would increase by the full 1%, offsetting the impact of a 1% increase in interest expense on our floating rate debt of $748 million.
Indexing forward starting swaps to SOFR will also ensure that the reference rates in our hedge instruments will align with the interest rate terms of the Term Loan Facility which is expected to change from LIBOR to SOFR effective June 30, 2023 in anticipation of Reference Rate Reform and pursuant to the loan agreement.
Indexing forward starting swaps to SOFR will also ensure that the reference rates in our hedge instruments will align with the interest rate terms of the Term Loan Facility which changed from LIBOR to SOFR effective June 30, 2023 as a result of Reference Rate Reform and pursuant to the loan agreement.
Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle. Our TiO 2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies.
Our TiO 2 prices may do so in the near term as ore prices and pigment prices are expected to fluctuate over the next few years. We try to protect against such instability through various business strategies.
We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
This amendment did not change the notional value and the expiration date of this contract, which expired in September 2024. We completed a hedge effectiveness test as a result of this amendment and determined that this hedge instrument continues to be highly effective, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.
As of December 31, 2024, we had 516 million Australian dollars (or approximately $319 million at the December 31, 2024 exchange rate) and 26 million Australian dollars (or approximately $16 million at the December 31, 2024 exchange rate) outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales and SG&A expenses, respectively, to fluctuations in currency rates, and we had no outstanding amounts to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates.
As of December 31, 2025, we had no outstanding amounts to reduce the exposure of our Australian subsidiaries’ cost of sales and SG&A expenses to fluctuations in currency rates and we had no outstanding amounts to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates.
At December 31, 2024, there was (i) 1.4 billion South African Rand (or approximately $73 million at the December 31, 2024 exchange rate), (ii) 113 million Australian dollars (or approximately $70 million at the December 31, 2024 exchange rate), (iii) 34 million Pound Sterling (or approximately $42 million at the December 31, 2024 exchange rate, (iv) 91 million Euro (or approximately $94 million at the December 31, 2024 exchange rate) and (v) 71 million Saudi Riyal (or approximately $19 million at the December 31, 2024 exchange rate) of notional amount of outstanding foreign currency contracts. 69 TABLE OF CONTENTS
At December 31, 2025, there was (i) 572 million South African Rand (or approximately $35 million at the December 31, 2025 exchange rate), (ii) 161 million Australian dollars (or approximately $108 million at the December 31, 2025 exchange rate), (iii) 213 million Pound Sterling (or approximately $286 million at the December 31, 2025 exchange rate, (iv) 50 million Euro (or approximately $59 million at the December 31, 2025 exchange rate) and (v) 83 million Saudi Riyal (or approximately $22 million at the December 31, 2025 exchange rate) of notional amount of outstanding foreign currency contracts. 69 TABLE OF CONTENTS
We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates. 66 TABLE OF CONTENTS Market Risk A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change.
We do not invest in derivative instruments for speculative purposes, but historically have entered into, and may enter into, derivative instruments for hedging purposes in order to reduce the exposure to fluctuations in interest rates, natural gas prices and exchange rates.
Removed
This amendment did not change the notional value and the expiration date of this contract, which is set to expire in September 2024.
Added
Market Risk 66 TABLE OF CONTENTS A substantial portion of our products and raw materials are commodities that reprice as market supply and demand fundamentals change. Accordingly, product margins and the level of our profitability tend to vary with changes in the business cycle.
Removed
These foreign currency contracts are designated as cash flow hedges.
Added
We periodically enter into foreign currency contracts used to hedge non-functional currency sales for our South African subsidiaries and forecasted non-functional currency cost of goods sold and forecasted non-functional currency selling, general and 68 TABLE OF CONTENTS administrative expenses for our Australian subsidiaries. These foreign currency contracts are designated as cash flow hedges.

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