TROX 8-K
Tronox Holdings plc (TROX)
8-K
2026-01-26
For: 2026-01-26
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 2026 (January 26, 2026 )
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Laporte Road, Stallingborough
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Grimsby, North East Lincolnshire, DN40 2PR, UK
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(Address of Principal Executive Offices) (Zip Code)
(203 ) 705-3800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. |
Results of Operations and Financial Condition.
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Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated January 26, 2026, announcing the Company’s intent
to permanently close its TiO2 pigment plant in Fuzhou, China, as well as reporting selected preliminary financial results for the fourth quarter ended December 31, 2025. Such information, including the Exhibit 99.1 furnished hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release, dated January 26, 2026.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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TRONOX HOLDINGS PLC
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Date: January 26, 2026
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By:
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/s/ Jeffrey N. Neuman
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Name:
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Jeffrey N. Neuman
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Title:
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Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
Tronox Announces Closure of its Pigment Plant in China and Releases Selected Preliminary Fourth Quarter 2025 Financial Results
STAMFORD, Conn., Jan. 26, 2026/PRNewswire/ — Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), the world’s leading integrated manufacturer of titanium
dioxide pigment, today announced its intent to permanently close its 46,000 metric ton per year TiO2 plant in Fuzhou, China. The closure reflects ongoing weak Chinese domestic demand and increasing costs, particularly for sulfur, a key
raw material, plus continued excess Chinese TiO2 production. The operating site currently employs approximately 550 impacted permanent staff. Given the Company’s globally diversified manufacturing footprint, Tronox does not expect that
this action will impact its ability to serve customers.
Tronox estimates incurring restructuring and other related charges, primarily in the fourth quarter 2025, of approximately $60-80 million, including $35-45 million of
non-cash write-downs related to the shutdown. Cost savings are estimated to exceed $15 million annually.
John D. Romano, Chief Executive Officer, commented, "We thank our colleagues in China for their hard work and dedication over many years. Unfortunately, the prolonged
market downturn combined with rising production costs eroded the financial and commercial viability of continued operations. The closure was also necessitated by Chinese competitors’ continued excess production and unsustainable pricing.”
In addition, Tronox is releasing selected, preliminary fourth quarter 2025 financial results. For the fourth quarter 2025, Tronox’s revenue is expected to be $730
million, an increase of 8% compared to the prior year or 4% compared to the prior quarter. Expected revenue of $730 million is comprised of $577 million from TiO2, $78 million from zircon, and $75 million from other products.
Sales of TiO2 and zircon exceeded expectations, with TiO2 volumes increasing 13% year-over-year or 9% sequentially, primarily due to higher
volumes in India. Zircon volumes increased 27% year-over-year or 42% sequentially, driven by buyers in China reentering the market earlier than expected. As anticipated, TiO2 pricing declined in the quarter 8% year-over-year, or 2%
sequentially, excluding unfavorable mix impact of 2% compared to the third quarter resulting from higher sales to Asia, including Fuzhou-related volumes. Zircon pricing was a greater headwind than anticipated, down 23% year-over-year or 10%
sequentially, primarily due to product and segment mix.
Net loss attributable to Tronox is expected to be $176 million, and Adjusted EBITDA is expected to be $57 million. Free cash flow for the fourth quarter 2025 is
expected to be $53 million, substantially exceeding our guidance.
Mr. Romano added, “Our fourth quarter volumes were stronger than anticipated, driven by improving market share in regions that successfully implemented antidumping
tariffs on the import of Chinese TiO2. While pricing remained challenged in the fourth quarter, market dynamics are changing. TiO2 prices are improving as a result of price increase announcements that went into effect in the
first quarter in addition to a favorable mix benefit we expect to see from sales into higher priced regions. Our cost profile remained challenged in the fourth quarter, primarily due to incremental charges as a result of our Stallingborough site
taking longer to come back online than anticipated following the announced downtime in the fourth quarter. Excluding the unanticipated headwinds from product mix and the additional Stallingborough downtime, our Adjusted EBITDA would have been
in-line with expectations. Our free cash flow for the quarter was $53 million, exceeding expectations, due to the positive impacts to cash from lower inventory levels and other targeted working capital initiates. As pricing and costs improve as a
result of actions underway, I expect free cash flow to be positive in 2026. We will provide further details on our expectations for the year on our earnings call in February.”
Mr. Romano concluded, “Additionally, we remain focused on advancing Tronox's minerals processing operations to produce rare earth elements for customers that are
critical to the permanent magnet, defense, energy, and advanced technology industries. We continue to progress our work to assess the feasibility of a cracking and leaching facility in Australia to process monazite bearing tailings from our
existing mining operations, producing a feedstock intended for a potential U.S. refinery capable of delivering both heavy and light rare earth oxides. This would fulfill our strategy of being a long-term, sustainable, and vertically-integrated mine
to oxide supply chain. We will keep investors updated on our progress.”
The selected preliminary unaudited financial results for the quarter ending December 31, 2025 are preliminary, based upon information available as of today and are
subject to change and finalization based on completion of all quarter-end close processes.
Note: Refer to the tables at the end of this press release for a reconciliation of Adjusted EBITDA to net income. Investors are cautioned that net income is not
finalized and is subject to change, primarily due to the finalization of the income tax provision which would not impact Adjusted EBITDA. For this reason, earnings per share and adjusted earnings per share are not available at this time.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide
products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals, including the rare earth-bearing
mineral, monazite. With approximately 6,500 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent
titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Cautionary Statement about Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance, our operating rates, anticipated trends in our business and
industry, including trade defense measures in specific jurisdictions and their timing and effectiveness, market penetration and growth rates, anticipated costs, competitive landscape, benefits and timing of capital projects, the Company's
anticipated capital allocation strategy including future capital expenditures, the benefits and timing of the Company’s cost improvement and other cost saving, inventory reduction and asset rationalization plans, our rare earths and critical
minerals strategy and our sustainability goals, commitments and programs. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results,
level of activity, performance, actual costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset rationalization plans, or achievements to differ materially from the results,
level of activity, performance, anticipated costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset rationalization plans, or achievements expressed or implied by the
forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade, including import/export restrictions and tariffs; inflationary pressures
and energy costs; currency movements; interest rate and debt market volatility, including in respect of our debt securities; political instability, including the ongoing conflicts in Eastern Europe and the Middle East and any expansion of such
conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, that adversely affect the
demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in
the Company's filings with the Securities and Exchange Commission.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our
management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any
other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we
undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-GAAP Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this release certain non-U.S.
GAAP operating performance measures of EBITDA, Adjusted EBITDA, and a non-U.S. GAAP liquidity measure of Free Cash Flow. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results
presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP
information provides useful measures to investors regarding the Company's financial performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S.
GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is
included herein.
Investor Relations and Media Contact: Jennifer Guenther
+1.203.705.3701 extension: 103701 (Media)
+1.646.960.6598 (Investor Relations)
TRONOX HOLDINGS PLC
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
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Three Months Ended
December 31, 2025
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Net loss (U.S. GAAP)
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$
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(177
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Interest expense
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54
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Interest income
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(2
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Income tax benefit
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(2
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Depreciation, depletion and amortization expense
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82
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EBITDA (non-U.S. GAAP)
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(45
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Share-based compensation (a)
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6
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Foreign currency remeasurement (b)
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7
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Accretion expense and other adjustments to asset retirement obligations and environmental
liabilities (c)
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(11
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Accounts receivable securitization program costs (d)
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3
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Restructuring and other charges (e)
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79
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Other items (f)
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18
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Adjusted EBITDA (non-U.S. GAAP)
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$
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57
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(a) Represents non-cash
share-based compensation.
(b) Represents realized and
unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are
included in “Other (expense) income, net” in the unaudited Consolidated Statements of Operations.
(c) Primarily represents
accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(d) Primarily represents expenses
associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(e) Represents restructuring and
other charges associated with the Botlek and Fuzhou plant idling.
(f) Includes noncash pension and postretirement
costs, asset write-offs, severance expense, and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Consolidated Statements of Operations.
TRONOX HOLDINGS PLC
FREE CASH FLOW (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
The following table reconciles cash provided by operating activities to free cash flow for
the three months ended December 31, 2025:
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Three Months Ended
December 31, 2025
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Cash provided by operating activities
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$
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121
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Capital expenditures
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(68
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Free cash flow (non-U.S. GAAP)
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$
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53
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