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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 andzircon. 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

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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

Year Ended December 31,

(Millions of U.S. Dollars)

Restructuring and other charges 232 — 232

Selling, general and administrative expenses 290 296 (6)

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)

Effective tax rate (3) % 174 % (177) pts

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

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(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:

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The table below presents reported revenue by product:

Year Ended December 31,

(Millions of dollars, except percentages) 2025 2024 Variance Percentage

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 consisted of approximately $13 million of fees associated with the utilization of the Securitization Facility, $6 million of net realized and unrealized foreign currency losses and $2 million of 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 other individually immaterial amounts.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom. 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. 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. 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. Refer to Note 6 of notes to consolidated financial statements for further information.

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Net loss as a percentage of net sales was (16.3)% for the year ended December 31, 2025 as compared to (1.8)% for the year ended December 31, 2024. The primary driver of the year-over-year increase in Net loss as a percentage of net sales is the restructuring charges related to the Botlek and Fuzhou plant closures as well as the lower gross profit due to both lower sales volumes and average selling prices and higher production costs and freight costs. Adjusted EBITDA as a percentage of net sales was 11.6% for the year ended December 31, 2025 as compared to 18.3% in the prior year due to the lower gross margin as a result of decreases in average selling prices, including mix for both TiO2 and zircon and a decrease in TiO2, zircon and other product sales volumes.

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.

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. 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. 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.

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.

Liquidity and Capital Resources

During 2025, our liquidity increased by $96 million to $674 million.

The table below presents our liquidity, including amounts available under our credit facilities, as of the following dates:

Cash and cash equivalents $ 199 $ 151

Available under the Cash Flow Revolver 332 305

Available under the RMB Credit Facility 72 42

Available under the Emirates Revolver 67 63

Available under the SABB Facility1 — 12

Available under the Bank Itau Facility 4 5

1 - The SABB Credit Facility was cancelled in September 2025.

Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of secured and unsecured notes, bank financings, borrowings under lines of credit and other financing arrangements. 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). 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. 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.

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

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(as such term is defined in the respective Indenture). 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.

At December 31, 2025, we had outstanding letters of credit and bank guarantees of $155 million. See Note 20 of notes to consolidated financial statements.

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.

Our credit rating with Moody’s changed from Ba3 stable outlook at December 31, 2024 to B2 negative outlook at December 31, 2025. Our credit rating with Standard & Poor's rating changed from B positive and stable outlook at December 31, 2024 to CCC+ and negative outlook at December 31, 2025. See Note 15 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, 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. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. 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.

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. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries. In addition, at December 31, 2025, we held approximately $12 million of restricted cash of which $10 million is in the US related to the annual payment for the Hawkins Point Plant environmental liability (refer to Note 20 of notes to consolidated financial statements for further details), with the remaining balance in South Africa related to a profit-sharing arrangement and in Australia related to performance bonds.

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. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings. 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.

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.

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.

Inventory Financing Arrangement

On July 29, 2025, we entered into an inventory financing arrangement whereby we agree with our counterparty to sell certain inventory, with short payment terms, and subsequently we repurchase such inventory at an agreed upon price with terms not to

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exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. As of December 31, 2025, we had financed inventory of $50 million and $2 million of accrued interest, which were included in “Obligations under inventory financing arrangements” and “Accrued Liabilities”, respectively, on the Consolidated Balance Sheets. We have $2 million for the year ended December 31, 2025 of financing charges that were recorded within “Interest Expense” on the Consolidated Statement of Operations.

In January 2026, we repaid in cash our payable due to the counterparty and shortly thereafter, we entered into a new inventory financing arrangement on terms similar to those referenced above. The amount financed in this new transaction remains at $50 million.

Debt Obligations

On September 26, 2025, Tronox Incorporated, a Delaware corporation (the "Issuer"), a wholly owned indirect subsidiary of Tronox Holdings plc, closed an offering of $400 million aggregate principal amount of its 9.125% senior secured notes due 2030 (the "Notes"). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the "Indenture") among the Issuer and the Company and, as described below, certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee and collateral agent.

The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company's 4.625% Senior Notes due 2029, if on such date, the aggregate principal amount of the Senior Notes due 2029 outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.

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.

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.

Off-Balance Sheet Arrangements

In March 2022, the Company entered into an accounts receivable securitization program ("Securitization Facility") with a financial institution, through our wholly-owned special purpose bankruptcy-remote subsidiary, Tronox Securitization LLC ("SPE"). The Securitization Facility permitted the SPE to sell accounts receivable up to $75 million.

In November 2022, the Company amended the receivable purchase agreement to expand the program to include receivables generated by its wholly-owned Australian operating subsidiaries, Tronox Pigment Pty Ltd., Tronox Pigment Bunbury Ltd. and Tronox Mining Australia Ltd. which increased the facility limit to $200 million and extended the program term to November 2025.

In June 2023, the Company entered into an additional amendment (the "Second Amendment") to further include receivables generated by our wholly-owned European operating subsidiaries, Tronox Pigment Holland BV and Tronox Pigment UK Limited. Neither the facility limit nor the program term were changed as a result of the Second Amendment, and remained at $200 million and November 2025, respectively.

In March 2024, we entered into a Securitization Facility technical amendment (the "Third Amendment"), to increase the percentage of certain receivables eligible for sale to the Purchaser. In April 2024, we again amended the Securitization Facility (the "Fourth Amendment"), to increase the Facility Limit from $200 million to $230 million.

In March 2025, the Securitization Facility was amended (the "Fifth Amendment") to extend the program term to March 2028.

See "Note 9 - Accounts Receivable Securitization Program" in notes to consolidated financial statements for further details regarding this off-balance sheet program.

Cash Flows

Years Ended December 31, 2025 and 2024

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The following table presents cash flow for the periods indicated:

Year Ended December 31,

(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)

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. The following table summarizes our net cash provided by operating activities for 2025 and 2024:

Year Ended December 31,

(Millions of U.S. dollars)

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 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. 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.

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. The $15 million decrease in use of cash year over year is primarily driven by lower capital expenditures of $341 million during the current year as compared to $370 million in the prior year. Additionally, there was $15 million of cash received for the repayment of our loan with AMIC related to the titanium slag smelter facility in the current year and proceeds of $21 million from the sale of a royalty interest in certain Canadian mineral properties in the prior year.

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 current year is primarily comprised of net proceeds from long-term debt of $371 million and net proceeds from inventory financing arrangement of $50 million partially offset by dividend payments of $48 million and net repayments of short-term debt of $44 million. 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.

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.

Contractual Obligations

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The following table sets forth information relating to our contractual obligations as of December 31, 2025:

Contractual Obligation Payments Due by Period(3)

Total Less than 1 year 1-3 years 3-5 years More than 5 years

Pension and other post-retirement benefit obligations(4) 224 28 45 44 107

Asset retirement obligations and environmental liabilities(5) 535 37 59 61 378

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(1)We calculated our various term loan facilities' interest at a SOFR plus an applicable margin. 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. 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. We believe that all of our purchase obligations will be utilized in our normal operations.

(3)The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.

(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. 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.

(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 excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items 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. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and 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. We define Diluted adjusted net income per share attributable to Tronox as Diluted net income per share 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.

Management believes that EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. 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. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox differently than we do, EBITDA, Adjusted EBITDA, Adjusted net income attributable to Tronox and Diluted adjusted net income per share attributable to Tronox, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. 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;

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•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.

These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s performance when determining incentive compensation.

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,

Interest income (6) (10) (18)

Depreciation, depletion and amortization expense 302 285 275

Share-based compensation(a) 20 21 21

Loss on extinguishment of debt(b) — 3 —

Foreign currency remeasurement(c) 6 (1) (6)

Accounts receivable securitization program(e) 13 15 12

Sale of royalty interest(f) — (28) —

Restructuring and other charges(g) 232 — —

Adjusted EBITDA (non-U.S. GAAP) $ 336 $ 564 $ 524

Year Ended December 31,

Net loss (U.S. GAAP) $ (473) $ (54) $ (314)

Net loss (U.S. GAAP) as a % of Net sales (16.3) % (1.8) % (11.0) %

December 31,

Short-term debt 51 65

Long-term debt due within one year 39 35

(Less) Cash and cash equivalents (199) (151)

Adjusted EBITDA (non-U.S. GAAP) (see above) $ 336 $ 564

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(a)Represents non-cash share-based compensation. See Note 22 of notes to consolidated financial statements.

(b)2024 amount represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. 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.

(d)Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.

(e)Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.

(f)Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the Consolidated Statements of Operations.

(g)Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures Refer to Note 3 of notes to consolidated financial statements.

(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.

The following table reconciles Net loss attributable to Tronox to Adjusted net loss attributable to Tronox for the periods presented:

Year Ended December 31,

Net loss attributable to Tronox Holdings plc (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

Diluted net loss per share (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 — —

Tax valuation allowance, per share — 0.31 1.88

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions regarding matters that are inherently uncertain and that ultimately affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on management’s experience and understanding of current facts and circumstances. These estimates may differ from actual results. Certain of our accounting policies are considered critical, as they are both important to reflect our financial position and results of operations and require significant or complex judgment on the part of management. 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. Because AROs represent financial obligations to be settled in the future, uncertainties exist in estimating the timing and amount of the associated costs to be incurred. Fair value is measured using expected future cash outflows, adjusted for expected inflation and discounted at our credit-adjusted risk-free interest rate. 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. 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.

Environmental Matters

Liabilities for environmental matters are recognized when it is probable that a liability has been incurred and the related costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range or reasonably possible environmental loss in excess of our recorded liabilities. At December 31, 2025, environmental liabilities (both short term and long term) were $55 million, of which the long-term portion of $39 million and the short-term portion of $16 million are recorded in "Environmental liabilities" and "Accrued liabilities", respectively, in the Consolidated Balance Sheet.

For further discussion, see Environmental Matters included elsewhere in this section entitled, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and Notes 2 and 20 to the consolidated financial statements.

Income Taxes

We have operations in several countries around the world and are subject to income and similar taxes in these countries. 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

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positions. Although we believe our tax accruals are adequate, differences may occur in the future, depending on the resolution of pending and new tax matters.

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. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance with a corresponding adjustment to earnings or other comprehensive income (loss) as appropriate. ASC 740, Income Taxes, requires that all available positive and negative evidence be weighed to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay are subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. 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.

Contingencies

From time to time, we may be subject to lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. 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.

Long-Lived Assets

Key estimates related to long-lived assets (property, plant and equipment, mineral leaseholds, and intangible assets) include useful lives, recoverability of carrying values, and the existence of any asset retirement obligations. As a result of future decisions, such estimates could be significantly modified. 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. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Intangible assets with finite useful lives are amortized on the straight-line basis over their estimated useful lives. The amortization methods and remaining useful lives are reviewed quarterly.

We evaluate the recoverability of the carrying value of long-lived assets that are held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. For assets that satisfy the criteria to be classified as held for sale, an impairment loss, if any, is recognized to the extent the carrying amount exceeds fair value, less cost to sell. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined.

Pension and Postretirement Benefits

We provide pension benefits for qualifying employees in the United States and internationally, with the largest in the United Kingdom. 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. The company utilizes the services of

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independent actuaries, whose models are used to help facilitate these calculations. Several key assumptions are used in actuarial models to calculate pension expense and liability amounts recorded in the financial statements; the most significant variables in the models are the expected rate of return on plan assets, the discount rate, and the expected rate of compensation increase. Management believes the assumptions used in the actuarial calculations are reasonable, reflect the company’s experience and expectations for the future and are within accepted practices in each of the respective geographic locations in which it operates. However, actual results in any given year often differ from actuarial assumptions due to economic events and different rates of retirement, mortality, and turnover. 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.

Expected Return on Plan Assets — In forming the assumption of the long-term rate of return on plan assets, we consider the expected earnings on funds already invested, earnings on contributions expected to be made in the current year, and earnings on reinvested returns. The long-term rate of return estimation methodology for the plans is based on a capital asset pricing model using historical data and a forecasted earnings model. An expected return on plan assets analysis is performed which incorporates the current portfolio allocation, historical asset-class returns, and an assessment of expected future performance using asset-class risk factors. A 100 basis point change in these expected long-term rates of return, with all other variables held constant, would change our pension expense by approximately $2 million.

Discount Rate — The discount rates selected for estimation of the actuarial present value of the benefit obligations are determined based on the prevailing market rate for high-quality, fixed-income debt instruments with maturities corresponding to the expected timing of benefit payments as of the annual measurement date for each of the various plans. These rates change from year to year based on market conditions that affect corporate bond yields. A 100 basis points change in discount rates, with all other variables held constant, would have a less than $1 million impact to our pension expense. 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.

Rates of Compensation Increase - We determine these rates based on review of the underlying long-term salary increase trend characteristic of the local labor markets and historical experience, as well as comparison to peer companies. 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.

Recent Accounting Pronouncements

See Note 2 of notes to Consolidated Financial Statements for recently issued accounting pronouncements.

Environmental Matters

We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We believe we are in compliance with applicable environmental rules and regulations in all material respects.

Refer to Item 3. Legal Proceedings for further information.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market, credit, operational, and liquidity risks in the normal course of business, which are discussed below. We manage these risks through normal operating and financing activities and, when appropriate, with derivative instruments. 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.

Market Risk

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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. Our TiO2 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. These include provisions in sales contracts allowing us to pass on higher raw material costs through timely price increases and formula price contracts to transfer or share commodity price risk, as well as using varying contract term lengths and selling to a diverse mix of customers by geography and industry to reap the benefits of a diverse portfolio.

Credit Risk

Credit risk is the risk that a borrower or a counterparty will fail to meet their obligations. A significant portion of our liquidity is concentrated in trade accounts receivable that arise from sales of our products to customers. In the case of TiO2, the high level of industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We have significant exposure to credit risk in industries that are affected by cyclical economic fluctuations. We perform ongoing credit evaluations of our customers from time to time, as deemed appropriate, to mitigate credit risk but generally do not require collateral. Our contracts typically enable us to tighten credit terms if we perceive additional credit risk; however, historic losses due to write offs of bad debt have been relatively low. In addition, due to our international operations, we are subject to potential trade restrictions and sovereign risk in certain countries in which we operate. We maintain allowances for potential credit losses based on specific customer review and current financial conditions. 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. 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. 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. 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.

During 2019, we entered into interest-rate swap agreements for a portion of our previous Term Loan Facility, which effectively convert the variable rate to a fixed rate for a portion of the loan. The agreements were to expire in September 2024.

On March 27, 2023, the Company entered into amendments with two of our existing interest rate swap agreements with the

counterparty banks. As a result of these amendments, the Company terminated two of our existing interest rate swap contracts which were indexed to LIBOR with an aggregate notional value of $500 million which had maturity dates of September 2024. At the time of these amendments, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $11 million on the interest rate swaps prior to the amendments are being amortized into interest expense through September 22, 2024, the original maturity of the interest rate swap agreements.

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. 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. We elected to apply the hedge accounting expedients in ASC Topic 848, Reference Rate

Reform on Financial Reporting related to the following: 1) the assertion that the future forecasted transaction is still probable

of occurring despite reference rate changes and 2) the assumption that the index of the future hedged transactions will match

the index of the corresponding hedge instruments for the assessment of effectiveness.

Additionally, on March 27, 2023, the Company entered into a new interest rate swap with a $200 million notional value

which matures in March 2028 and effectively converts the variable rate to a fixed rate for that portion of the 2022 Term Loan

Facility.

On May 17, 2023, the Company entered into an agreement with the counterparty bank to amend the remaining $250 million

notional of the three original interest rate swap contracts of $750 million aggregate notional value. 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

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described above. 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 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. There were no amendments to the terms of the $200 million interest rate swap, including the notional value, index rate, or expiration date as a result of the 2024 Amendment. However, given the change in the hedged transaction, we completed a hedge effectiveness test and determined that this hedge instrument continues to be highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to continue to apply hedge accounting over the remaining term of this hedge relationship.

In line with the original maturity date, one of the interest rate swap agreements (notional value of $250 million) expired in September 2024. As a result of this, on September 26, 2024, the Company entered into two new interest-rate swap agreements for a notional of $125 million each with two counterparty banks, for an aggregate notional of $250 million. 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). The Company has designated these two new hedges as cash flow hedges with the objective of ensuring that the Company continues to achieve the offsetting effect to the interest rate volatility associated with the $250 million portion of the 2024-B Term Loan Facility.

Additionally, on September 26, 2024, the counterparty bank associated with one of the existing interest rate swap contracts (notional value of $250 million) novated its rights and obligations in the interest rate swap contracts to a new counterparty. No other terms and conditions of the interest rate swap contract were impacted by this transaction. We also determined that it is probable the new counterparty will perform its obligations under the interest rate swap agreements. However, following the novation, the Company terminated the existing interest rate swap agreement and simultaneously entered into a new interest rate swap agreement with the new counterparty bank with an effective date of September 30, 2024 and expiring on September 30, 2031 (in line with the maturity date of the 2024-B Term Loan Facility). At the time of this change, the Company determined that the interest payments hedged are still probable to occur, therefore, the gains accumulated of $3 million on the previous interest rate swap are being amortized into interest expense through March 11, 2028, the original maturity of the previous term loan agreement. As a result of this transaction, we completed a hedge effectiveness test and determined that this hedge instrument is highly effective at achieving offsetting cash flows related to the hedged transaction, enabling us to apply hedge accounting over the term of the new hedge relationship.

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 interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.

Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact our balance sheets due to the translation of our assets and liabilities denominated in foreign currencies, as well as our earnings due to the translation of certain of our subsidiaries’ Statements of Income from local currencies to U.S. dollars, as well as due to remeasurement of assets and liabilities denominated in currencies other than a subsidiary’s functional currency. A significant portion of our Adjusted EBITDA is derived from jurisdictions that are subject to currency risk with Australia, Europe and South Africa representing the largest contributors. We manufacture and market our products in a number of countries throughout the world and, as a result, are exposed to changes in foreign currency exchange rates, particularly in Australia, Brazil, China, South Africa, the Netherlands, France and the United Kingdom. The exposure is more prevalent in South Africa and Australia as the majority of revenues are earned in U.S. dollars while expenses are primarily incurred in local currencies. Since 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.

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

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administrative expenses for our Australian subsidiaries. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive income (loss) to the extent such contracts are effective, and are recognized in net sales or costs of goods sold in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring. 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.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling and Saudi Riyal to reduce exposure of our subsidiaries’ balance sheet accounts not denominated in our subsidiaries’ functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. 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. 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.

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Item 8. Financial Statements and Supplementary Data

Page No.

Tronox Holdings Audited Annual Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 71

Notes to Consolidated Financial Statements 78

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tronox Holdings plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Tronox Holdings plc and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Realizability of Deferred Tax Assets

As described in Notes 2 and 6 to the consolidated financial statements, as of December 31, 2025, the Company has $975 million of net deferred tax assets, inclusive of valuation allowances associated with deferred tax assets of $2,040 million. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. Management periodically assesses the likelihood that the Company will be able to recover the deferred tax assets and reflects any changes in estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighed to determine whether a valuation allowance should be recorded.

The principal considerations for our determination that performing procedures relating to the realizability of deferred tax assets is a critical audit matter are the (i) significant judgment by management in determining whether deferred tax assets by jurisdiction are more likely than not to be realized in the future and (ii) a high degree of auditor judgment and effort in performing procedures relating to management’s assessment of the realizability of deferred tax assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the realizability of deferred tax assets. These procedures also included, among others (i) evaluating the positive and negative evidence available to support management’s assessment of the realizability of deferred tax assets; (ii) testing the completeness and accuracy of underlying data used by management; and (iii) evaluating management’s assessment of the realizability of deferred tax assets by jurisdiction. Evaluating management’s assessment of the realizability of deferred tax assets by jurisdiction involved considering (i) management’s assumptions relating to the assessment of cumulative tax losses by jurisdiction and (ii) management’s assessment of factors that may limit the realizability of deferred tax assets.

/s/ PricewaterhouseCoopers LLP

Stamford, Connecticut

February 20, 2026

We have served as the Company’s auditor since 2014.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Year Ended December 31,

Restructuring and other charges 232 — —

Selling, general and administrative expenses 290 296 276

Loss on extinguishment of debt — (3) —

Other (expense) income, net (22) 14 3

(Loss) Income before income taxes (458) 73 49

Net (loss) income attributable to noncontrolling interest (3) (6) 2

Net loss attributable to Tronox Holdings plc $ (470) $ (48) $ (316)

Loss per share:

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Millions of U.S. dollars)

Year Ended December 31,

Other comprehensive income (loss):

Foreign currency translation adjustments 178 (80) (15)

Pension and postretirement plans (See Note 23):

Total pension and postretirement gains (losses) 1 8 (14)

Other comprehensive income (loss) 167 (74) (42)

Total comprehensive loss $ (306) $ (128) $ (356)

Comprehensive income (loss) attributable to noncontrolling interest:

Net (loss) income (3) (6) 2

Foreign currency translation adjustments 4 (8) 4

Comprehensive income (loss) attributable to noncontrolling interest 1 (14) 6

Comprehensive loss attributable to Tronox Holdings plc $ (307) $ (114) $ (362)

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED BALANCE SHEETS

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

December 31,

ASSETS

Current Assets

Cash and cash equivalents $ 199 $ 151

Restricted cash 12 1

Prepaid and other assets 112 184

Income taxes receivable 1 2

Noncurrent Assets

Property, plant and equipment, net 2,007 1,927

Mineral leaseholds, net 608 616

Lease right of use assets, net 173 140

LIABILITIES AND EQUITY

Current Liabilities

Short-term lease liabilities 22 24

Obligations under inventory financing arrangement 50 —

Short-term debt 51 65

Long-term debt due within one year 39 35

Income taxes payable 2 4

Total current liabilities 919 874

Noncurrent Liabilities

Pension and postretirement healthcare benefits 81 85

Asset retirement obligations 198 172

Environmental liabilities 39 40

Long-term lease liabilities 148 107

Deferred tax liabilities 208 174

Other long-term liabilities 43 36

Commitments and Contingencies - Note 20

Shareholders’ Equity

Capital in excess of par value 2,103 2,084

Accumulated other comprehensive loss (717) (880)

Total Tronox Holdings plc shareholders’ equity 1,418 1,761

Noncontrolling interest 31 30

Total liabilities and equity $ 6,217 $ 6,038

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of U.S. dollars)

Year Ended December 31,

Cash Flows from Operating Activities:

Depreciation, depletion and amortization 302 285 275

Share-based compensation expense 20 21 21

Amortization of deferred debt issuance costs and discount on debt 10 10 9

Loss on extinguishment of debt — 1 —

Restructuring and other charges 232 — —

Other non-cash affecting net loss 59 30 37

Changes in assets and liabilities:

(Increase) decrease in accounts receivable, net (9) 11 84

Increase in inventories, net (26) (115) (151)

Decrease in prepaid and other assets 59 40 37

Restructuring payments (76) — —

Decrease in accounts payable and accrued liabilities (26) (11) (84)

Net changes in income tax payables and receivables (2) 10 (24)

Changes in other non-current assets and liabilities (22) (38) (36)

Cash provided by operating activities 60 300 184

Cash Flows from Investing Activities:

Loans 15 — —

Proceeds from the sale of assets 4 27 6

Purchase of investment securities (6) — —

Cash used in investing activities (328) (343) (255)

Cash Flows from Financing Activities:

Repayments of short-term debt (144) (18) (148)

Repayments of long-term debt (29) (228) (17)

Proceeds from short-term debt 100 55 86

Proceeds from inventory financing arrangement 50 — —

Debt issuance costs (7) (16) (3)

Cash provided by (used in) financing activities 321 (71) 176

Cash and cash equivalents and restricted cash at beginning of period 152 273 164

Cash and cash equivalents and restricted cash at end of period $ 211 $ 152 $ 273

Supplemental cash flow information:

Income taxes paid $ 4 $ 10 $ 54

See notes to consolidated financial statements.

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TRONOX HOLDINGS PC

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Millions of U.S. dollars)

Other comprehensive (loss) income — — — — (46) (46) 4 (42)

Shares cancelled (23) — — — — — — —

Noncontrolling interest dividend — — — — — — (8) (8)

Ordinary share dividends ($0.50 per share) — — — (80) — (80) — (80)

Other comprehensive loss — — — — (66) (66) (8) (74)

Shares cancelled (40) — (1) — — (1) — (1)

Ordinary share dividends ($0.50 per share) — — — (81) — (81) — (81)

Shares cancelled (142) — (1) — — (1) — (1)

Ordinary share dividends ($0.35 per share) — — — (55) — (55) — (55)

See notes to consolidated financial statements.

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TRONOX HOLDINGS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company

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 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.

Basis of Presentation

We are considered a domestic company in the United Kingdom and, as such, are required to comply with filing requirements in the United Kingdom. Additionally, we are not considered a “foreign private issuer” in the U.S.; therefore, we are required to comply with the reporting and other requirements imposed by the U.S. securities law on U.S. domestic issuers, which, among other things, requires reporting under accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements included in this Form 10-K are prepared in conformity with U.S. GAAP.

Our consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements.

2. Significant Accounting Policies

Foreign Currency

The U.S. dollar is our reporting currency for our consolidated financial statements in U.S. GAAP. We determine the functional currency of each subsidiary based on a number of factors, including the predominant currency for revenues, expenditures and borrowings. Adjustments from the remeasurement of non-functional currency monetary assets and liabilities are recorded in “Other expense (income), net” in the Consolidated Statements of Operations. When a subsidiary’s functional currency is not the U.S. dollar, translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are recorded in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets.

Translation adjustments on intercompany foreign currency receivables and payables that are not expected to be settled in the foreseeable future are reported in the same manner as translation adjustments.

Revenue Recognition

We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time. All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as “Net sales” in the Consolidated Statements of Operations. Accruals are made for sales returns, rebates and other allowances, which are recorded in “Net sales” in the Consolidated Statements of Operations and are based on our historical experience and current business conditions. Additionally, we have elected the practical

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expedient to exclude sales taxes and similar taxes that we collect from customers on behalf of government authorities from the revenue transaction price. See Note 4.

Cost of Goods Sold

Cost of goods sold includes costs for purchasing, receiving, manufacturing, and distributing products, including raw materials, energy, labor, depreciation, depletion, shipping and handling, freight, warehousing, and other production costs.

Research and Development

Research and development costs, included in “Selling, general and administrative expenses” in the Consolidated Statements of Operations comprised of salaries, building costs, utilities, administrative expenses, third party research, and allocations of corporate costs, were $15 million, $14 million, and $12 million during 2025, 2024, and 2023, respectively, and were expensed as incurred.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs related to marketing, research and development, agent commissions, and legal and administrative functions such as corporate management, human resources, information technology, investor relations, accounting, treasury, and tax compliance.

Income Taxes

We use the asset and liability method of accounting for income taxes. The estimation of the amounts of income taxes 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.

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. A valuation allowance is provided against a deferred tax asset when it is more likely than not that all or some portion of the deferred tax asset will not be realized. We periodically assess the likelihood that we will be able to recover our deferred tax assets and reflect any changes in our estimates in the valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. All available positive and negative evidence is weighed to determine whether a valuation allowance should be recorded.

The amount of income taxes we pay is subject to ongoing audits by federal, state, and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions, and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the amount that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued as part of tax expense, where applicable. 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 Note 6.

Fair Value Measurement

We measure fair value on a recurring basis utilizing valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and consider counterparty credit risk in our assessment of fair value. The fair value hierarchy is as follows:

•Level 1 – Quoted prices in active markets for identical assets and liabilities;

•Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and,

•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities

See Note 17.

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Cash and Cash Equivalents

We consider all investments with original maturities of three months or less to be cash equivalents. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are generally highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.

At December 31, 2025 and December 31, 2024, we had restricted cash of approximately $12 million and $1 million, respectively. The amount at December 31, 2025 is primarily in the United States related to the annual payment associated with the sale of the Hawkins Point Plant. See Note 20 for further details. The amount at December 31, 2024 was in South Africa related to a profit-sharing arrangement as well as in Australia related to outstanding performance bonds.

Accounts Receivable, net of allowance for credit losses

We perform credit evaluations of our customers, and take actions deemed appropriate to mitigate credit risk. Only in certain specific occasions do we require collateral in the form of bank or parent company guarantees or guarantee payments. We maintain allowances for potential credit losses based on specific customer review and current financial conditions.

Inventories, net

Pigment inventories are stated at the lower of actual cost and net realizable value, net of allowances for obsolete and slow-moving inventory. The cost of inventories is determined using the first-in, first-out method. Carrying values include material costs, labor, and associated indirect manufacturing expenses. Costs for materials and supplies, excluding titanium ore, are determined by average cost to acquire. Feedstock and co-products inventories including titanium ore are stated at the lower of the weighted-average cost of production or market. Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding distribution costs. Raw materials are carried at actual cost.

We review the cost of our inventory in comparison to its net realizable value. We also periodically review our inventory for obsolescence. In either case, we record any write-down equal to the difference between the cost of inventory and its estimated net realizable value based on assumptions about alternative uses, market conditions and other factors. Inventories expected to be sold or consumed within twelve months after the balance sheet date are classified as current assets and all other inventories are classified as non-current assets. See Note 10.

Long Lived Assets

Property, plant and equipment, net is stated at cost less accumulated depreciation, and is depreciated over its estimated useful life using the straight-line method as follows:

Land improvements 10 — 20 years

Buildings 10 — 40 years

Machinery and equipment 2 — 25 years

Furniture and fixtures 10 years

Maintenance and repairs are expensed as incurred, except for costs of replacements or renewals that improve or extend the lives of existing properties, which are capitalized. Upon retirement or sale, the cost and related accumulated depreciation are removed from the respective account, and any resulting gain or loss is included in “Cost of goods sold” or “Selling, general, and administrative expenses” in the Consolidated Statements of Operations. See Note 11.

We capitalize costs associated with our asset retirement obligations which are generally included in machinery and equipment. See Note 19.

We capitalize interest costs on major projects that require an extended period of time to complete. See Note 15.

Mineral property acquisition costs are capitalized as tangible assets when management determines that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and anticipated exploration and development expenditures. Mineral leaseholds are depleted over their useful lives as determined under the units of production method. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property through the commencement of production are capitalized. See Note 12.

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Intangible assets are stated at cost less accumulated amortization and are amortized on a straight-line basis over their estimated useful lives, which generally range from 3 to 20 years. See Note 13.

We evaluate the recoverability of the carrying value of long-lived assets that are held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Under such circumstances, we assess whether the projected undiscounted cash flows of our long-lived assets are sufficient to recover the carrying amount of the asset group being assessed. If the undiscounted projected cash flows are not sufficient, we calculate the impairment amount by discounting the projected cash flows using our weighted-average cost of capital. For assets that satisfy the criteria to be classified as held for sale, an impairment loss, if any, is recognized to the extent the carrying amount exceeds fair value, less cost to sell. The amount of the impairment of long-lived assets is written off against earnings in the period in which the impairment is determined.

Leases

We determine if a contract is or contains a lease at inception of the contract. Our leases are primarily operating leases. Leased assets primarily include office buildings, rail cars and motor vehicles, forklifts, and other machinery and equipment. Our leases primarily have fixed lease payments, with real estate leases typically requiring additional payments for real estate taxes and occupancy-related costs. Certain of our leases also have variable lease payments. Variable lease payments that depend on an index or a rate (such as the Consumer Price Index) are included in our initial measurement of the lease right of use assets and lease liabilities. Variable lease payments that are not index or rate based (such as variable payments based on our performance or use of the leased assets) are recorded as expenses when incurred and excluded from the measurement of right of use assets and lease liabilities. Our leases typically have initial lease terms ranging from 1 to 25 years. Some of our lease agreements include options to renew, extend or early terminate the leases. Lease term is the non-cancellable period of a lease, adjusted by the period covered by an option to extend or terminate the lease if we are reasonably certain to exercise (or not exercise) that option. Our operating leases typically do not contain purchase options we expect to exercise, residual value guarantees or other material covenants.

Operating leases are recorded under “Lease right of use assets”, “Short-term lease liabilities”, and “Long-term lease liabilities” on the Consolidated Balance Sheets. Finance leases are recorded under “Property, plant and equipment net”, “Long-term debt due within one year”, and “Long-term debt” on the Consolidated Balance Sheets. Operating lease right of use ("ROU") assets and lease liabilities are initially recorded at the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Lease payments for the initial measurement of lease ROU assets and lease liabilities include fixed payments and variable payments that depend on an index or a rate. Variable lease payments that are not index or rate based are recorded as expenses when incurred. Operating lease ROU assets are amortized on a straight-line basis over the period of the lease. Finance lease assets are amortized on a straight-line basis over the shorter of their estimated useful lives and the lease terms. See Note 18.

Long-term Debt

Long-term debt is stated net of unamortized original issue premium or discount. Premiums or discounts are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. Deferred debt issuance costs related to a recognized debt liability are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and are amortized using the effective interest method with amortization expense recorded in “Interest and debt expense, net” in the Consolidated Statements of Operations. See Note 15.

Asset Retirement Obligations

Asset retirement obligations are recorded at their estimated fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Fair value is measured using expected future cash outflows discounted at our credit-adjusted risk-free interest rate, which are considered Level 3 inputs. We classify accretion expense related to asset retirement obligations as a production cost, which is included in “Cost of goods sold” in the Consolidated Statements of Operations. See Note 19.

Environmental Remediation and Other Contingencies

We record an undiscounted liability when any of the following occur: 1) a claim or assessment has been asserted, 2) a litigation has commenced, or 3) based on available information, it is probable that a claim or an assessment will be asserted or a litigation will commence; and in addition, the outcome is expected to be unfavorable to us and the associated costs can be reasonably estimated. See Note 20.

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Self-Insurance

We are self-insured for certain levels of general and vehicle liability, property, workers’ compensation and health care coverage. The cost of these self-insurance programs is accrued based upon estimated fully developed settlements for known and anticipated claims. Any resulting adjustments to previously recorded reserves are reflected in current operating results. We do not accrue for general or unspecific business risks.

Share-based Compensation

Equity Restricted Share and Restricted Share Unit Awards — The fair value of equity instruments is measured based on the share price on the grant date and is recognized over the vesting period. These awards contain service, market, and/or performance conditions. For awards containing only a service or a market condition, we have elected to recognize compensation costs using the straight-line method over the requisite service period for the entire award. For awards containing a market condition, the fair value of the award is measured using the Monte Carlo simulation under a lattice model approach. For awards containing a performance condition, the fair value is the grant date close price and compensation expense is not recognized until we conclude that it is probable that the performance condition will be met. We reassess the probability at least quarterly. See Note 22.

Defined Benefit Pension and Postretirement Benefit Plans

We recognize the funded status of our defined benefit pension plans and postretirement benefit plans in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at the measurement date. The benefit obligation for the defined benefit plans is the projected benefit obligation (PBO), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The benefit obligation for our postretirement benefit plans is the accumulated postretirement benefit obligation (APBO), which represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets related to our defined benefit plan represents the current market value of assets held in a trust fund, which is established for the sole benefit of plan participants.

If the fair value of plan assets exceeds the benefit obligation, the plan is overfunded, and the excess is recorded as a prepaid pension asset. On the other hand, if the benefit obligation exceeds the fair value of plan assets, the plan is underfunded, and the deficit is recorded as pension and postretirement healthcare benefits obligation in the Consolidated Balance Sheet. The portion of the pension and postretirement healthcare obligations payable within the next 12 months is recorded in accrued liabilities in the Consolidated Balance Sheet.

Net periodic pension and postretirement benefit cost represents the aggregation of service cost, interest cost, expected return on plan assets, amortization of prior service costs or credits and actuarial gains or losses previously recognized as a component of OCI and it is recorded in the Consolidated Statements of Operations. The service cost component of the net periodic service cost component is recorded in cost of goods sold and selling, general and administrative expenses in the Consolidated Statements of Operations based on the employees’ respective functions. The remaining portion of the net periodic cost related to interest cost, expected return in plan assets, amortization of prior service costs or credits, and actuarial gains or losses is recorded in Other expense (income), net in the Consolidated Statement of Operations.

Actuarial gains or losses represents the effect of remeasurement on the benefit obligation principally driven by changes in the plan actuarial assumptions. Prior service costs or credits arise from plan amendments. The actuarial gains or losses and prior service costs or credits are initially recognized as a component of Other comprehensive income (loss) in the Consolidated Statement of Comprehensive Income. Those gains or losses and prior service costs or credits are subsequently recognized as a component of net periodic cost.

The measurement of benefit obligations and net periodic cost is based on estimates and assumptions approved by management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases and mortality rates.

Defined Contribution Plans — We recognize our contribution as expense when they are due. The expense is recorded in cost of goods sold or selling, general and administrative expenses the Consolidated Statements of Operations based on the employees’ respective functions.

Multiemployer Plan — We treat our multiemployer plan like a defined contribution plan. A pension plan to which two or more unrelated employers contribute is generally considered to be a multiemployer plan. As a defined contribution plan, we recognize the contribution for the period as a net benefit cost and any contributions due and unpaid as a liability.

Recently Issued Accounting Pronouncements

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In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in this update apply to all public business entities. The standard requires that at each interim and annual reporting period an entity disclose additional information about specific expense categories in commonly presented expense captions within the notes to the financial statements. Further the amendments require that an entity include certain amounts that are already required to be disclosed by current GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclose the total amount of selling expenses and an entity's definition of selling expenses (in annual reporting periods). The amendments in this update are effective for annual period beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statement. We are currently evaluating the impact this standard will have on our financial statements.

In September 2025, the FASB issued ASU 2025-06 “Intangibles-Goodwill and other-Internal-use Software (Subtopic 350-40)”. The amendments in this update apply to 1) all entities subject to the internal-use software guidance in Subtopic 350-40 and 2) those that account for website development costs in accordance with Subtopic 350-50. The amendments in this update seek to address previous application challenges by removing all references to the current prescriptive guidance and requiring an entity to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended, referred to as the “probable-to-complete recognition threshold”. The amendments also specify that the disclosure requirements in Subtopic 360-10, Property, Plant and Equipment-Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact this standard will have on our financial statements.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The amendments in this update apply to all entities that are subject to Topic 740, Income Taxes. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The amendments in this update are effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We adopted this standard as of December 31, 2025. Refer to Note 6 for further details.

3. Restructuring and Other Charges

The following table summarizes the impact of the charges as a result of this action on the Consolidated Statements of Operations:

(1) Represents severance that is statutorily required by law as well as any incremental enhancements that are provided by the respective actions.

(2) Represents decommissioning and idling activities and are expensed as incurred.

(3) Represents asset write-offs and accelerated depreciation.

Botlek closure

In March 2025, Tronox announced that it informed its Netherlands' labor force that it proposed to idle its 90,000 metric ton per year TiO2 plant in the Netherlands indefinitely, as a result of a strategic review it undertook of the Company's global asset footprint. The Company believed this decision would optimize its global production footprint and improve its capacity utilizations. Approximately 240 employees were impacted by the action. As a result of this decision, the Company expects to record total restructuring and other related charges of approximately $180 million, approximately $75 million of which is

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expected to be related to non-cash items, arising from idling site operations which is currently expected to be completed in the first half of 2026.

For the year ended December 31, 2025, Tronox incurred $173 million of charges, of which $71 million were non-cash. These charges included $27 million in severance and employee separation benefits charges, $54 million for activities associated with idling of site operations, $11 million associated with asset retirement obligation adjustments, and $10 million of contract early termination charges. Tronox expects to incur incremental expenses associated with these items through the first half of 2026 as severance and employee benefit obligations become due, site idling activities occur and contracts are terminated.

In addition, the Company has recorded a non-cash charge of $71 million during the year ended December 31, 2025, primarily associated with asset write-downs and accelerated depreciation associated with assets which are not redeployable to other locations of the Company. Assets at the site will continue to be evaluated for redeployment to other locations throughout the idling process which could result in changes to the amount of asset write-downs and accelerated depreciation.

Fuzhou closure

Subsequent to the Botlek plant closure, the Company continued to review its global pigment plant portfolio and ultimately in January 2026, announced its permanent closure of its 46,000 metric ton per year TiO2 plant in Fuzhou, China. The closure reflects ongoing weak Chinese domestic demand and increasing costs plus continued excess Chinese TiO2 production. This action was a result of a strategic review it undertook of the Company's global asset footprint. The Company believes this decision will optimize its global production footprint and improve its capacity utilizations. This action is expected to impact approximately 550 employees located at the site. As a result of this decision, the Company expects to record total restructuring and other related charges of approximately $60-80 million, $35-45 million of which is expected to be related to non-cash items, arising from idling site operations which is currently expected to be completed in 2026.

For the year ended December 31, 2025, Tronox incurred $59 million of charges, of which $38 million were non-cash related to the Fuzhou closure. These charges included $10 million in severance and employee separation benefits charges, $8 million associated with environmental obligation adjustments and $2 million of contract early termination charges. Tronox expects to incur incremental expenses associated with these items through the end of 2026 as severance and employee benefit obligations become due, site idling activities occur and contracts are terminated.

In addition, the Company has recorded a non-cash charge of $38 million during the year ended December 31, 2025, primarily associated with asset write-downs and accelerated depreciation associated with assets which are not redeployable to other locations of the Company.

Rollforward of restructuring and other charges reserve

The following table shows a rollforward of restructuring and other charges reserves that will result in cash spending. These amounts exclude asset retirement obligations and environmental liability, which are included in "Asset retirement obligations" and "Environmental liabilities", respectively, on the Consolidated Balance Sheets:

Botlek closure $ — $ 91 $ (76) $ 1 $ 16

Fuzhou closure — 12 — — 12

Cash payments associated with the liability at December 31, 2025 for the Netherlands are expected to occur through the second quarter of 2026 and primarily through December 31, 2026, for Fuzhou.As of December 31, 2025, $23 million and $5 million are recorded within "Accrued liabilities" and "Other long-term liabilities", respectively, on the Consolidated Balance Sheet.

4. Revenue

Nature of Contracts and Performance Obligations

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We primarily generate revenue from selling TiO2 pigment products and related co-products, primarily zircon and pig iron, to our customers. These products are used for the manufacture of paints, coatings, plastics, paper, and a wide range of other applications. We account for a contract with our customer when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

Our promise in a contract typically relates to the transferring of a product or multiple distinct products that are substantially the same and that have the same pattern of transfer, representing a single performance obligation within a contract. We have elected to account for shipping and handling activities that occur after control of the products has transferred to the customer as contract fulfillment activities, rather than a separate performance obligation. Amounts billed to a customer in a sales transaction related to shipping and handling activities continue to be reported as “Net sales” and related costs as “Cost of goods sold” in the Consolidated Statements of Operations.

The duration of our contract period is one year or less. As such, we have elected to recognize incremental costs incurred to obtain contracts, which primarily consist of commissions paid to third-party sales agents, as “Selling, general and administrative expenses” in the Consolidated Statements of Operations. Furthermore, we have elected not to disclose the value of unsatisfied performance obligations at each period end, given the original expected duration of our contracts are one year or less.

Transaction Price

Revenue is measured as the amount of consideration that we expect to be entitled in exchange for transferring products to the customer. The transaction price typically consists of fixed cash consideration. We also offer various incentive programs to our customers, such as rebates, discounts, and other price adjustments that represent variable consideration. We estimate variable consideration and include such consideration amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. We adjust our estimate of revenue at the earlier of when the amount of consideration we expect to receive changes or when the consideration becomes fixed. Sales returns rarely happen in our business; therefore, it is unlikely that a significant reversal of revenue will occur.

Sales and similar taxes we collect on behalf of governmental authorities are excluded from the transaction price for the determination of revenue. The expected costs associated with product warranties continue to be recognized as expense when the products are sold. Customer payment terms and conditions vary by contract and customer, although the timing of revenue recognition typically does not differ from the timing of invoicing. Additionally, as we generally do not grant extended payment terms, we have determined that our contracts generally do not include a significant financing component.

Revenue Recognition

We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.

Contract Balances

Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as accounts receivable. As of December 31, 2025, and December 31, 2024, we did not have material contract asset balances.

Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. When a customer has poor credit worthiness, we may receive advance payment that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of December 31, 2025 and December 31, 2024 were $4 million and less than $1 million, respectively. Contract liability balances were reported as “Accrued liabilities” in the Consolidated Balance Sheets. All material contract liabilities as of December 31, 2024 and 2023 were recognized as revenue in “Net sales” in the Consolidated Statements of Operations during the first quarter of 2025 and first quarter of 2024, respectively.

Disaggregation of Revenue

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We operate under one operating and reportable segment, Tronox. See Note 25 for details. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.

Net sales to external customers by geographic areas where our customers are located were as follows:

Year Ended December 31,

Net sales from external customers for each similar type of product were as follows:

Year Ended December 31,

Other products mainly include pig iron, TiCl4 and other mining products. The nature, amount, timing and uncertainty of revenue and cash flows typically do not differ significantly among different products.

5. Other (Expense) Income, Net

Other (expense) income, net is comprised of the following:

Year Ended December 31,

Net realized and unrealized foreign currency gains (losses) $ (6) $ 1 $ 6

AR Securitization fees(1) (13) (15) (12)

Sale of royalty interest — 28 —

AMIC technical service support fee (Note 24) — — 6

Other, net (1) 1 3

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(1) Amount represents expenses associated with the Company's accounts receivable securitization program. Refer to Note 9 for further details.

6. Income Taxes

Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

(Loss) income before income taxes is comprised of the following:

Year Ended December 31,

United Kingdom $ (46) $ (35) $ (47)

(Loss) Income before income taxes $ (458) $ 73 $ 49

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The income tax provision is summarized below:

Year Ended December 31,

United Kingdom:

Current $ — $ — $ 1

Deferred — — —

International:

Income tax provision $ (15) $ (127) $ (363)

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The following table reconciles the applicable statutory income tax rates to our effective income tax rates for “Income tax provision” as reflected in the Consolidated Statements of Operations.

Year Ended December 31,

$ % $ % $ %