# Tronox Holdings plc (TROX)

Informational only - not investment advice.

CIK: 0001530804
SIC: 2810 Industrial Inorganic Chemicals
SIC breadcrumb: [Manufacturing](/division/D/) > [Chemicals And Allied Products](/major-group/28/) > [SIC 2810 Industrial Inorganic Chemicals](/industry/2810/)
Latest 10-K filed: 2026-02-20
SEC page: https://www.sec.gov/edgar/browse/?CIK=1530804
Filing source: https://www.sec.gov/Archives/edgar/data/1530804/000153080426000006/trox-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-02-20 · accession 0001530804-26-000006 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001530804.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 2,898,000,000 USD | 2025 | verified |
| Net income | -470,000,000 USD | 2025 | verified |
| Assets | 6,217,000,000 USD | 2025 | verified |
| Free cash flow | -281,000,000 USD | 2025 | computed |
| Net margin | -16.22% | 2025 | computed |
| Operating margin | -8.73% | 2025 | computed |
| Revenue YoY | -5.73% | 2025 | computed |
| ROE | -33.15% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | TROX | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | -16.2% | -2.8% | 12 | 9 |
| Operating margin | -8.7% | 3.0% | 0 | 9 |
| Revenue growth | -5.7% | -1.3% | 0 | 9 |
| FCF margin | -9.7% | -2.2% | 25 | 9 |
| ROE | -33.1% | -4.1% | 0 | 10 |
| ROA | -7.6% | -1.6% | 22 | 10 |
| Liabilities / equity | 3.36 | 1.24 | 100 | 10 |
| Current ratio | 2.46 | 2.58 | 44 | 10 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 2810 Industrial Inorganic Chemicals, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 2898000000 | USD | 2025 | 2026-02-20 |
| Net income | -470000000 | USD | 2025 | 2026-02-20 |
| Assets | 6217000000 | USD | 2025 | 2026-02-20 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001530804.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2011 | 2012 | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  | 1,309,000,000 | 1,698,000,000 | 1,819,000,000 | 2,642,000,000 | 2,758,000,000 | 3,572,000,000 | 3,454,000,000 | 2,850,000,000 | 3,074,000,000 | 2,898,000,000 |
| Net income |  |  |  |  | -61,000,000 | -285,000,000 | -7,000,000 | -109,000,000 | 969,000,000 | 286,000,000 | 497,000,000 | -316,000,000 | -48,000,000 | -470,000,000 |
| Operating income |  |  |  |  | -53,000,000 | 141,000,000 | 200,000,000 | 95,000,000 | 271,000,000 | 577,000,000 | 458,000,000 | 186,000,000 | 219,000,000 | -253,000,000 |
| Gross profit |  |  |  |  | 133,000,000 | 389,000,000 | 498,000,000 | 464,000,000 | 621,000,000 | 895,000,000 | 832,000,000 | 462,000,000 | 515,000,000 | 269,000,000 |
| Diluted EPS |  |  | -1.11 | -3.74 |  |  | -0.06 | -0.78 | 6.69 | 1.81 | 3.16 | -2.02 | -0.31 | -2.97 |
| Operating cash flow | 263,000,000 | 118,000,000 | 337,000,000 | 141,000,000 |  |  |  |  | 355,000,000 | 740,000,000 | 598,000,000 | 184,000,000 | 300,000,000 | 60,000,000 |
| Capital expenditures |  |  |  |  | 86,000,000 | 91,000,000 | 117,000,000 | 198,000,000 | 195,000,000 | 272,000,000 | 428,000,000 | 261,000,000 | 370,000,000 | 341,000,000 |
| Dividends paid |  |  |  |  | 46,000,000 | 23,000,000 | 23,000,000 | 27,000,000 | 40,000,000 | 65,000,000 | 87,000,000 | 89,000,000 | 80,000,000 | 48,000,000 |
| Share buybacks |  |  | 0.00 | 0.00 |  | 0.00 | 0.00 | 288,000,000 | 0.00 | 0.00 | 50,000,000 | 0.00 | 0.00 |  |
| Assets |  |  |  |  | 4,964,000,000 | 4,864,000,000 | 4,642,000,000 | 5,268,000,000 | 6,568,000,000 | 5,987,000,000 | 6,306,000,000 | 6,134,000,000 | 6,038,000,000 | 6,217,000,000 |
| Liabilities |  |  |  |  | 3,811,000,000 | 3,849,000,000 | 3,780,000,000 | 4,352,000,000 | 4,697,000,000 | 3,945,000,000 | 3,903,000,000 | 4,154,000,000 | 4,247,000,000 | 4,768,000,000 |
| Stockholders' equity |  |  |  |  | 1,009,000,000 | 829,000,000 | 683,000,000 | 748,000,000 | 1,698,000,000 | 1,994,000,000 | 2,357,000,000 | 1,936,000,000 | 1,761,000,000 | 1,418,000,000 |
| Cash and cash equivalents |  |  |  |  | 248,000,000 | 1,116,000,000 | 1,034,000,000 | 302,000,000 | 619,000,000 | 228,000,000 | 164,000,000 | 273,000,000 | 151,000,000 | 199,000,000 |
| Free cash flow |  |  |  |  |  |  |  |  | 160,000,000 | 468,000,000 | 170,000,000 | -77,000,000 | -70,000,000 | -281,000,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2011 | 2012 | 2013 | 2014 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  | -4.66% | -16.78% | -0.38% | -4.13% | 35.13% | 8.01% | 14.39% | -11.09% | -1.56% | -16.22% |
| Operating margin |  |  |  |  | -4.05% | 8.30% | 11.00% | 3.60% | 9.83% | 16.15% | 13.26% | 6.53% | 7.12% | -8.73% |
| Return on equity |  |  |  |  | -6.05% | -34.38% | -1.02% | -14.57% | 57.07% | 14.34% | 21.09% | -16.32% | -2.73% | -33.15% |
| Return on assets |  |  |  |  | -1.23% | -5.86% | -0.15% | -2.07% | 14.75% | 4.78% | 7.88% | -5.15% | -0.79% | -7.56% |
| Liabilities / equity |  |  |  |  | 3.78 | 4.64 | 5.53 | 5.82 | 2.77 | 1.98 | 1.66 | 2.15 | 2.41 | 3.36 |
| Current ratio |  |  |  |  | 4.85 | 7.48 | 8.48 | 2.95 | 3.14 | 2.49 | 2.31 | 2.84 | 2.47 | 2.46 |

## As-reported value updates

5 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period.

Ledger: /company/TROX/revisions/


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001530804.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q3 | 2022-09-30 |  |  | 0.77 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 0.15 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 |  |  | -1.72 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 662,000,000 | -14,000,000 | -0.09 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 686,000,000 | -56,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 774,000,000 | -9,000,000 | -0.06 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 820,000,000 | 16,000,000 | 0.10 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 804,000,000 | -25,000,000 | -0.16 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 676,000,000 | -30,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 738,000,000 | -111,000,000 | -0.70 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 731,000,000 | -84,000,000 | -0.53 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 699,000,000 | -99,000,000 | -0.63 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 730,000,000 | -176,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 760,000,000 | -103,000,000 | -0.65 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 868,000,000 | -171,000,000 | -1.07 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from TROX's latest 10-K: [/company/TROX/business/](/company/TROX/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from TROX's latest 10-K: [/company/TROX/risk-factors/](/company/TROX/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1530804/000153080426000015/trox-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-08-06
Report date: 2026-06-30

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Holdings plc’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “would”, “could”, “can”, “may”, and similar terms.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.

Overview

Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our seven TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Business Environment

The following discussion includes trends and factors that may affect future operating results:

Second quarter revenue increased 19% compared to the prior year, primarily driven by higher sales volumes of TiO2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of zircon including mix. For the second quarter of 2026 as compared to the second quarter of 2025, TiO2 revenue increased 19% driven by a 18% increase in sales volumes and 1% exchange rate tailwind while average selling prices including mix remained flat. Zircon revenue increased 43% from the second quarter of 2025 to the second quarter of 2026 due to a 61% increase in sales volumes partially offset by a 18% decline in average selling prices including mix. Revenue from other products decreased 7% from the second quarter of 2025 to the second quarter of 2026 primarily due to lower sales volumes. Gross profit decreased for the second quarter of 2026 as compared to the second quarter of 2025 due to exchange rate headwinds, lower average selling prices including mix, higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs. This was partially offset by higher sales volumes.

Sequentially, revenue increased 14% in the second quarter of 2026 compared to the first quarter of 2026 due to higher average selling prices, including mix and higher sales volumes of TiO2 and zircon. TiO2 revenues increased 14%, driven by a 9% increase in sales volume and a 5% increase in average selling prices including mix. Zircon revenue increased 9%

35

Table of Contents

sequentially driven by a 4% increase in sales volumes and a 5% increase in average selling prices, including mix. Revenue from other products increased by 29% from the first quarter of 2026 to the second quarter of 2026 primarily due to higher sales volumes of pig iron. Gross profit increased from the first quarter of 2026 to the second quarter of 2026 due to higher TiO2 and zircon average selling prices including mix, and higher sales volumes partially offset by higher production costs from unfavorable idle facility and lower of cost or market charges, unfavorable exchange rate impacts, and higher freight costs.

As of June 30, 2026, our total available liquidity was $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. As of June 30, 2026, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.4x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 13 of notes to condensed consolidated financial statements for further details.

Condensed Consolidated Results of Operations

Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025

[[GREPCENT_TABLE]]
[["","Three Months Ended June 30,"],["","2026","","2025","","Variance"],["Net sales","$","868","","","$","731","","","$","137"],["Cost of goods sold","813","","","652","","","161"],["Gross profit","55","","","79","","","(24)"],["Gross Margin","6.3","%","","10.8","%","","(4.5) pts"],["Restructuring and other charges","4","","","42","","","(38)"],["Selling, general and administrative expenses","72","","","72","","","\u2014"],["Loss from operations","(21)","","","(35)","","","14"],["Interest expense","(56)","","","(45)","","","(11)"],["Interest income","\u2014","","","1","","","(1)"],["Other income (expense), net","10","","","(2)","","","12"],["Loss before income taxes","(67)","","","(81)","","","14"],["Income tax provision","(106)","","","(4)","","","(102)"],["Net loss","$","(173)","","","$","(85)","","","$","(88)"],["Effective tax rate","(158)","%","","(5)","%"],["EBITDA (1)","$","65","","","$","37","","","$","28"],["Adjusted EBITDA (1)","$","73","","","$","93","","","$","(20)"],["Net loss as a % of Net Sales (1)","(19.9)","%","","(11.6)","%","","(8.3) pts"],["Adjusted EBITDA as % of Net Sales (1)","8.4","%","","12.7","%","","(4.3) pts"]]
[[/GREPCENT_TABLE]]

_______________

(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.

Net sales of $868 million for the three months ended June 30, 2026 increased by 19%, compared to $731 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO2 and zircon.

36

Table of Contents

Net sales by type of product for the three months ended June 30, 2026 and 2025 were as follows:

[[GREPCENT_TABLE]]
[["","Three Months Ended June 30,"],["","2026","","2025","","Variance","","Percentage"],["TiO2","$","700","","","$","587","","","$","113","","","19","%"],["Zircon","97","","","68","","","29","","","43","%"],["Other products","71","","","76","","","(5)","","","(7)","%"],["Total net sales","$","868","","","$","731","","","$","137","","","19","%"]]
[[/GREPCENT_TABLE]]

For the three months ended June 30, 2026, TiO2 revenue was higher by 19% or $113 million compared to the prior year quarter primarily due to an increase of $106 million in sales volumes whereas average selling prices, including mix remained flat. Foreign currency positively impacted TiO2 revenue by $7 million primarily due to the strengthening of the Euro. Zircon revenue increased $29 million primarily due to a 61% increase in sales volumes partially offset by a 18% decrease in average selling prices including mix. Other products revenue decreased $5 million from the year-ago quarter primarily due to a decrease in sales volumes.

Gross profit of $55 million was 6.3% of net sales compared to 10.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

•the unfavorable impact of 2 points primarily due to a decrease in average selling prices including mix,

•the net unfavorable impact of 3 points due to higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs and,

•the unfavorable impact of 3 points due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar, partially offset by

•the favorable impact of 3 points due to increased volumes of TiO2 and zircon.

Restructuring and other charges of $4 million for the three months ended June 30, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Selling, general and administrative expenses remained consistent as compared to the same period of 2025 which was primarily due to a $6 million increase in employee costs partially offset by a $4 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $2 million decrease in professional services.

Loss from operations for the three months ended June 30, 2026 was $21 million compared to $35 million in the prior year period. The decrease of $14 million was primarily due to higher sales volumes of TiO2 and Zircon and the decrease in restructuring and other charges partially offset by lower selling prices of Zircon and higher idle facility and lower of costs or net realizable value charges as discussed above.

Interest expense increased $11 million compared to the same period of 2025 primarily due to the increase in outstanding long-term debt balances period over period.

Other income (expense), net for the three months ended June 30, 2026 primarily consisted of the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details) partially offset by approximately $7 million of net realized and unrealized foreign currency losses, $4 million of fees associated with the utilization of the Securitization Facility and $1 million pension expense related to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount was driven by

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1530804/000153080426000006/trox-20251231.htm
Complete FY 2025 MD&A: /company/TROX/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-02-20
Report date: 2025-12-31

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with Tronox Holdings plc's consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other sections in this Annual Report on Form 10-K contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties outlined in Item 1A. “Risk Factors.”

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-K with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.

Executive Overview

Tronox Holdings plc (referred to herein as "Tronox", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our seven pigment facilities located in the United States, Australia, Brazil, UK, France and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

Business Environment

The following discussion includes trends and factors that may affect future operating results:

Fourth quarter revenue increased 8% compared to the prior year, driven by higher sales volumes of TiO2 and zircon, higher sales of other products, and favorable exchange rate impacts partially offset by lower average selling prices, including mix of TiO2 and zircon. For the fourth quarter of 2025 as compared to the fourth quarter of 2024, TiO2 revenue increased 8%, driven by a 13% increase in volumes and a 3% exchange rate tailwind partially offset by an 8% decrease in average selling prices including mix. Zircon revenue increased 4% driven by a 27% increase in volumes partially offset by a 23% decrease in average selling prices including mix. Revenue from other products increased 10% mainly due to higher sales volumes of pig iron. Gross profit decreased for the fourth quarter of 2025 as compared to the fourth quarter of 2024 due to unfavorable impacts of average selling prices and mix and higher production costs and freight costs. These unfavorable impacts were partially offset by higher TiO2 and zircon sales volumes and favorable exchange rate movements.

Sequentially, revenue increased 4% in the fourth quarter of 2025 compared to the third quarter of 2025 driven by higher sales volumes of TiO2 and zircon partially offset by unfavorable average selling prices including mix and lower sales volumes of heavy mineral concentrate tailings. TiO2 revenue increased 5% in the fourth quarter of 2025 compared to the third quarter of 2025 driven by a 9% increase in volumes partially offset by a 4% decline in average selling prices including mix. Zircon revenue increased

54

TABLE OF CONTENTS

32% driven by a 42% increase in volumes partially offset by an 10% decrease in average selling prices including mix. Other products revenues decreased 17% sequentially primarily due to higher heavy mineral concentrate tailings sales in the third quarter. Gross profit decreased sequentially from the third quarter of 2025 to the fourth quarter of 2025 due to lower average selling prices and mix, lower other products revenue partially offset by higher sales volumes of TiO2 and zircon and improved production costs.

As of December 31, 2025, our total available liquidity was $674 million, including $199 million in cash and cash equivalents and $475 million available under revolving credit agreements. As of December 31, 2025, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 9.0x. The Company also has no financial covenants on its term loans or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 15 of notes to consolidated financial statements for further details.

Consolidated Results of Operations

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2025","","2024","","Variance"],["","(Millions of U.S. Dollars)"],["Net sales","$","2,898","","","$","3,074","","","$","(176)"],["Cost of goods sold","2,629","","","2,559","","","70"],["Gross profit","$","269","","","$","515","","","$","(246)"],["Gross Margin","9.3","%","","16.8","%","","(7.5)","pts"],["Restructuring and other charges","232","","","\u2014","","","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","\u2014","","","(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"]]
[[/GREPCENT_TABLE]]

_____________________

(1)    EBITDA, Adjusted EBITDA and Adjusted EBITDA as a % of Net Sales are Non-U.S. GAAP financials measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.

Net sales of $2,898 million for the year ended December 31, 2025 decreased by 6% compared to $3,074 million for the same period in 2024. Revenue decreased primarily due to both lower sales volumes and average selling prices of TiO2 and zircon. Net sales by type of product for the years ended December 31, 2025 and 2024 were as follows:

55

TABLE OF CONTENTS

The table below presents reported revenue by product:

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["(Millions of dollars, except percentages)","2025","","2024","","Variance","","Percentage"],["TiO2","$","2,298","","","$","2,407","","","$","(109)","","","(5)","%"],["Zircon","274","","","322","","","(48)","","","(15)","%"],["Other products","326","","","345","","","(19)","","","(6)","%"],["Total net sales","$","2,898","","","$","3,074","","","$","(176)","","","(6)","%"]]
[[/GREPCENT_TABLE]]

For the year ended December 31, 2025, TiO2 revenue decreased $109 million, or 5%, compared to the prior year due to a $83 million decrease in average selling prices including mix and a $54 million decrease in sales volumes. Foreign currency positively impacted TiO2 revenue by $28 million due primarily to the strengthening of the Euro. Zircon revenues decreased $48 million primarily due to a 14% decrease in average selling prices including mix and a 1% decrease in sales volumes. Other products revenue decreased primarily due to a decrease in sales volumes of heavy mineral concentrate tailings.

Gross profit of $269 million for the year ended December 31, 2025 was 9.3% of net sales compared to 16.8% of net sales for the same period in 2024. The decrease in gross margin is primarily due to:

•the unfavorable impact of 4 points due to a decrease in TiO2 and Zircon selling prices,

•the unfavorable impact of 3 points due to higher production costs and freight costs, and

•the unfavorable impact of 1 point due to decreased volumes of TiO2 and Zircon, partially offset by

•the favorable impact of 1 point due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar.

Restructuring and other charges of $232 million for the year ended December 31, 2025 was related to both the Botlek and Fuzhou plant closures. Refer to Note 3 of notes to consolidated financial statements for further details.

Selling, general and administrative ("SG&A") expenses decreased $6 million when comparing the year ended December 31, 2025 to the prior year. The SG&A expenses decrease was primarily driven by a $7 million decrease in employee costs and a $3 million decrease in travel and entertainment expenses partially offset by a $4 million increase due to loss on asset disposals. The remaining net difference was driven by individually immaterial amounts.

Loss from operations for the year ended December 31, 2025 of $253 million, decreased by $472 million or 216% compared to income from operations of $219 million for the same period in 2024 which is primarily attributable to lower sales volumes and lower average selling prices of both TiO2 and zircon as well as restructuring and other charges of $232 million partially offset by lower selling, general and administrative expenses.

Interest expense for the year ended December 31, 2025 increased $22 million compared to the same period in 2024 primarily due to the increase in both the outstanding short-term debt balances period over period and the new senior secured notes entered into in September 2025.

Interest income for the year ended December 31, 2025 decreased $4 million compared to the same period in 2024 primarily due to an overall decrease in our cash balances period over period.

Other (expense) income, net for the year ended December 31, 2025 primarily cons

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/TROX/mda/fy2025/
All MD&A years: /company/TROX/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/TROX/mda/fy2024/): filed 2025-02-19; accession 0001530804-25-000004 (https://www.sec.gov/Archives/edgar/data/1530804/000153080425000004/trox-20241231.htm)
- [FY 2023 MD&A](/company/TROX/mda/fy2023/): filed 2024-02-21; accession 0001530804-24-000009 (https://www.sec.gov/Archives/edgar/data/1530804/000153080424000009/trox-20231231.htm)
- [FY 2022 MD&A](/company/TROX/mda/fy2022/): filed 2023-02-22; accession 0001530804-23-000004 (https://www.sec.gov/Archives/edgar/data/1530804/000153080423000004/trox-20221231.htm)
- [FY 2021 MD&A](/company/TROX/mda/fy2021/): filed 2022-02-22; accession 0001530804-22-000003 (https://www.sec.gov/Archives/edgar/data/1530804/000153080422000003/trox-20211231.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 2810 Industrial Inorganic Chemicals) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm

Macro-to-micro threads including this sector: [Inflation (CPI / PCE / PPI)](/thread/inflation-cpi-pce-ppi/), [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Money & trade](/thread/money-trade/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/), [Industrial orders & inventories](/thread/industrial-orders/), [Trade & external](/thread/trade-external/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/TROX.md · JSON record: /company/TROX.json · verified financials: /company/TROX/financials.json / /company/TROX/financials.csv · machine TOC for the whole site: /llms.txt
