Titan America SA 6-K, filed Apr 17, 2026
Titan America SA (TTAM)
6-K
2026-04-17
For: 2026-04-17
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April 17, 2026
About this 6-K
Titan America SA filed this 6-K on April 17, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 6-K
_________________________________________________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
April 2026
Commission File Number 001-42510
_________________________________________________________________
Titan America SA
(Translation of Registrant’s Name Into English)
_________________________________________________________________
1000 Bruxelles,
Place Sainte-Gudule 14, Belgium
(Address of principal executive offices)
_________________________________________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Titan America SA
The following exhibits are attached:
| EXHIBIT NO. | DESCRIPTION | ||||
| 99.1 | |||||
| 99.2 | |||||
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, thereunto duly authorized.
Date: April 17, 2026 | Titan America SA | ||||||||||||||||||||||||||||
| By: | s/ Larry Wilt | ||||||||||||||||||||||||||||
| Name: | Larry Wilt | ||||||||||||||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||||||||||||||
F-cap 1 ANNUAL ACCOUNTS AND/OR OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS CODE IDENTIFICATION DETAILS (at the filing date) Name: Titan America Legal form: Public limited company Address: Place Sainte Gudule N°.: 14 Box: Postal code: 1000 Town: Brussels Country: Belgium Register of legal persons - Commercial court Brussels, French speaking Website: E-mail address: Company registration number 1011.751.174 Date 17/06/2025 of filing the most recent document mentioning the date of publication of the deed of incorporation and of the deed of amendment of the articles of association. This filing concerns: ☒ the ANNUAL ACCOUNTS in USD approved by the general meeting of 05/05/2026 ☒ the OTHER DOCUMENTS regarding the financial year covering the period from 01/01/2025 to 31/12/2025 the preceding period of the annual accounts from 19/07/2024 to 31/12/2024 The amounts for the preceding period are identical to the ones previously published Total number of pages filed: 28 Numbers of sections of the standard form not filed because they serve no useful purpose: FULL-cap 6.2.1, FULL-cap 6.2.2, FULL-cap 6.2.3, FULL-cap 6.2.4, FULL-cap 6.2.5, FULL-cap 6.3.1, FULL-cap 6.3.2, FULL-cap 6.3.3, FULL-cap 6.3.4, FULL-cap 6.3.5, FULL-cap 6.3.6, FULL-cap 6.4.2, FULL-cap 6.5.2, FULL-cap 6.12, FULL-cap 6.14, FULL-cap 6.17, FULL- cap 9, FULL-cap 11, FULL-cap 12, FULL-cap 13, FULL-cap 14, FULL-cap 15 1 Exhibit 99.1
N°. 1011.751.174 F-cap 2.1 LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and town) and position within the company. Dikaios Grigorios Place Sainte-Gudule 14 1000 Brussel BELGIUM Start date of the mandate: 17-07-2024 End date of the mandate: 10-02-2025 Director Bachmann James Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director Cobuz Marcel Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director Colakides Michael Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 19-07-2024 End date of the mandate: 07-05-2030 Director Andreadis Nikolaos . Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 17-07-2024 End date of the mandate: 10-02-2025 Director Birakis Nikolaos . Place Sainte-Gudule 14 1000 Brussel BELGIUM Start date of the mandate: 17-07-2024 End date of the mandate: 10-02-2025 Director Soares Santos Sandra 2
Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director Zarkalis Vassilios . Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director Van der Smissen Willem Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director Antholis William Place Sainte-Gudule 14 1000 Brussels BELGIUM Start date of the mandate: 10-02-2025 End date of the mandate: 05-05-2026 Director PWC REVISEURS D'ENTREPRISES (B00009) 0429501944 Culliganstreet 5 1831 Machelen BELGIUM Start date of the mandate: 19-07-2024 End date of the mandate: 13-05-2027 Auditor Directly or indirectly represented by: DELANOYE Didier (A02154) Culliganstreet 5 1831 Machelen BELGIUM 3
N° 1011.751.174 F-cap 2.2 Complimentary review or correction assignment The managing board declares that not a single audit or correction assignment has been given to a person not authorized to do so by law, pursuant to article 5 of the law of March 17, 2019 concerning accounting and tax professions. The annual accounts were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor. If affirmative, should be mentioned hereafter: surname, first names, profession and address of each external accountant or company auditor and their membership number at their Institute, as well as the nature of their assignment: A. Bookkeeping of the company, B. Preparing the annual accounts, C. Auditing the annual accounts and/or D. Correcting the annual accounts. If the tasks mentioned under A or B are executed by certified accountants or certified bookkeepers - tax experts, the following information can be mentioned hereafter: surname, first names, profession and address of each certified accountant or certified bookkeeper-tax expert and their membership number at the Institute of Accounting professionals and Tax Experts, as well as the nature of their assignment. Surname, first names, profession and address Membership number Nature of the assignment (A, B, C and/or D) 4
N° 1011.751.174 F-cap 3.1 ANNUAL ACCOUNTS BALANCE SHEET AFTER APPROPRIATION Notes Codes Period Preceding period ASSETS FORMATION EXPENSES 6.1 20 9,583,977 3,617,319 FIXED ASSETS 21/28 3,200,005,362 3,199,999,886 Intangible fixed assets 6.2 21 Tangible fixed assets 6.3 22/27 Land and buildings 22 Plant, machinery and equipment 23 Furniture and vehicles 24 Leasing and other similar rights 25 Other tangible fixed assets 26 Assets under construction and advance payments 27 Financial fixed assets 6.4/ 6.5.1 28 3,200,005,362 3,199,999,886 Affiliated companies 6.15 280/1 3,199,999,886 3,199,999,886 Participating interests 280 3,199,999,886 3,199,999,886 Amounts receivable 281 Other companies linked by participating interests 6.15 282/3 Participating interests 282 Amounts receivable 283 Other financial fixed assets 284/8 5,476 0 Shares 284 Amounts receivable and cash guarantees 285/8 5,476 0 5
N° 1011.751.174 F-cap 3.1 Notes Codes Period Preceding period CURRENT ASSETS 29/58 97,140,233 199,996 Amounts receivable after more than one year 29 Trade debtors 290 Other amounts receivable 291 Stocks and contracts in progress 3 Stocks 30/36 Raw materials and consumables 30/31 Work in progress 32 Finished goods 33 Goods purchased for resale 34 Immovable property intended for sale 35 Advance payments 36 Contracts in progress 37 Amounts receivable within one year 40/41 6,870 0 Trade debtors 40 Other amounts receivable 41 6,870 0 Current investments 6.5.1/ 6.6 50/53 96,500,000 0 Own shares 50 Other investments 51/53 96,500,000 0 Cash at bank and in hand 54/58 46,967 199,996 Accruals and deferred income 6.6 490/1 586,396 0 TOTAL ASSETS 20/58 3,306,729,571 3,203,817,201 6
N° 1011.751.174 F-cap 3.2 Rep. Codes Period Preceding period EQUITY AND LIABILITIES EQUITY 10/15 3,298,291,959 3,194,146,050 Contributions 6.7.1 10/11 3,307,327,393 3,200,199,886 Capital 10 1,843,624,650 1,753,624,650 Issued capital 100 1,843,624,650 1,753,624,650 Uncalled capital (-) 101 Beyond capital 11 1,463,702,743 1,446,575,236 Share premium account 1100/10 1,463,702,743 1,446,575,236 Other 1109/19 Revaluation surpluses 12 Reserves 13 Reserves not available 130/1 Legal reserve 130 Reserves not available statutorily 1311 Purchase of own shares 1312 Financial support 1313 Other 1319 Untaxed reserves 132 Available reserves 133 Accumulated profits (losses) (+)/(-) 14 -9,035,434 -6,053,836 Capital subsidies 15 Advance to shareholders on the distribution of net assets 19 PROVISIONS AND DEFERRED TAXES 16 385,332 0 Provisions for liabilities and charges 160/5 385,332 0 Pensions and similar obligations 160 Taxes 161 Major repairs and maintenance 162 Environmental obligations 163 Other liabilities and charges 6.8 164/5 385,332 0 Deferred taxes 168 7
N° 1011.751.174 F-cap 3.2 Rep. Codes Period Preceding period AMOUNTS PAYABLE 17/49 8,052,280 9,671,151 Amounts payable after more than one year 6.9 17 Financial debts 170/4 Subordinated loans 170 Unsubordinated debentures 171 Leasing and other similar obligations 172 Credit institutions 173 Other loans 174 Trade debts 175 Suppliers 1750 Bills of exchange payable 1751 Advances on contracts in progress 176 Other amounts payable 178/9 Amounts payable within one year 6.9 42/48 8,052,280 9,671,151 Current portion of amounts payable after more than one year falling due within one year 42 Financial debts 43 Credit institutions 430/8 Other loans 439 Trade debts 44 390,861 9,519,224 Suppliers 440/4 390,861 9,519,224 Bills of exchange payable 441 Advances on contracts in progress 46 Taxes, remuneration and social security 6.9 45 52,777 0 Taxes 450/3 Remuneration and social security 454/9 52,777 0 Other amounts payable 47/48 7,608,642 151,927 Accruals and deferred income 6.9 492/3 TOTAL LIABILITIES 10/49 3,306,729,571 3,203,817,201 8
N° 1011.751.174 F-cap 4 PROFIT AND LOSS ACCOUNT Notes Codes Period Preceding period Operating income 70/76A 459 0 Turnover 6.10 70 Stocks of finished goods and work and contracts in progress: increase (decrease)(+)/(-) 71 Produced fixed assets 72 Other operating income 6.10 74 459 0 Non-recurring operating income 6.12 76A Operating charges 60/66A 7,156,872 6,053,228 Goods for resale, raw materials and consumables 60 Purchases 600/8 Stocks: decrease (increase) (+)/(-) 609 Services and other goods 61 4,376,511 6,053,228 Remuneration, social security costs and pensions (+)/(-) 6.10 62 243,524 0 Amortisations of and other amounts written down on formation expenses, intangible and tangible fixed assets 630 2,151,505 0 Amounts written down on stocks, contracts in progress and trade debtors: additions (write-backs)(+)/(-) 6.10 631/4 Provisions for liabilities and charges: Appropriations (uses and write-backs) 6.10 635/8 385,332 0 Other operating charges 6.10 640/8 Operating charges reported as assets under restructuring costs(-) 649 Non-recurring operating charges 6.12 66A Operating profit (loss) (+)/(-) 9901 -7,156,413 -6,053,228 9
N° 1011.751.174 F-cap 4 Notes Codes Period Preceding period Financial income 75/76B 4,258,214 226 Recurring financial income 75 4,258,214 226 Income from financial fixed assets 750 Income from current assets 751 4,246,460 0 Other financial income 6.11 752/9 11,754 226 Non-recurring financial income 6.12 76B Financial charges 65/66B 83,398 834 Recurring financial charges 6.11 65 83,398 834 Debt charges 650 0 815 Amounts written down on current assets other than stocks, contracts in progress and trade debtors: additions (write-backs)(+)(-) 651 Other financial charges 652/9 83,398 19 Non-recurring financial charges 6.12 66B Profit (loss) for the period before taxes (+)/(-) 9903 -2,981,597 -6,053,836 Transfer from deferred taxes 780 Transfer to deferred taxes 680 Income taxes on the result (+)/(-) 6.13 67/77 Taxes 670/3 Adjustment of income taxes and write-back of tax provisions 77 Profit (loss) of the period (+)/(-) 9904 -2,981,597 -6,053,836 Transfer from untaxed reserves 789 Transfer to untaxed reserves 689 Profit (loss) of the period available for appropriation (+)/(-) 9905 -2,981,597 -6,053,836 10
N° 1011.751.174 F-cap 5 APPROPRIATION ACCOUNT Codes Period Preceding period Profit (loss) to be appropriated (+)/(-) 9906 -9,035,434 -6,053,836 Profit (loss) of the period available for appropriation (+)/(-) (9905) -2,981,597 -6,053,836 Profit (Loss) of the preceding period brought forward (+)/(-) 14P -6,053,836 0 Transfers from equity 791/2 from contributions 791 from reserves 792 Appropriations to equity 691/2 to contributions 691 to legal reserves 6920 to other reserves 6921 Profit (loss) to be carried forward (+)/(-) (14) -9,035,434 -6,053,836 Shareholders' contribution in respect of losses 794 Profit to be distributed 694/7 Compensation for contributions 694 Directors or managers 695 Employees 696 Other beneficiaries 697 11
N° 1011.751.174 F-cap 6.1 NOTES ON THE ACCOUNTS STATEMENT OF FORMATION, CAPITAL INCREASE OR INCREASE OF CONTRIBUTIONS EXPENSES, LOAN ISSUE EXPENSES AND RESTRUCTURING COSTS Codes Period Preceding period Net book value at the end of the period 20P xxxxxxxxxx 3,617,319 Movements during the period New expenses incurred 8002 8,118,164 Amortisation 8003 2,151,505 Other (+)/(-) 8004 Net book value at the end of the period (20) 9,583,977 Of which Formation, capital increase or increase of contributions expenses, loan issue expenses and other formation expenses 200/2 9,583,977 Restructuring costs 204 12
N° 1011.751.174 F-cap 6.4.1 STATEMENT OF FINANCIAL FIXED ASSETS Codes Period Preceding period AFFILIATED COMPANIES - PARTICIPATING INTERESTS AND SHARES Acquisition value at the end of the period 8391P xxxxxxxxxx 3,199,999,886 Movements during the period Acquisitions 8361 Sales and disposals 8371 Transfers from one heading to another (+)/(-) 8381 Acquisition value at the end of the period 8391 3,199,999,886 Revaluation surpluses at the end of the period 8451P xxxxxxxxxx Movements during the period Recorded 8411 Acquisitions from third parties 8421 Cancelled 8431 Transferred from one heading to another (+)/(-) 8441 Revaluation surpluses at the end of the period 8451 Amounts written down at the end of the period 8521P xxxxxxxxxx Movements during the period Recorded 8471 Written back 8481 Acquisitions from third parties 8491 Cancelled owing to sales and disposal 8501 Transferred from one heading to another (+)/(-) 8511 Amounts written down at the end of the period 8521 Uncalled amounts at the end of the period 8551P xxxxxxxxxx Movements during the period (+)/(-) 8541 Uncalled amounts at the end of the period 8551 NET BOOK VALUE AT THE END OF THE PERIOD (280) 3,199,999,886 AFFILIATED COMPANIES - AMOUNTS RECEIVABLE NET BOOK VALUE AT THE END OF THE PERIOD 281P xxxxxxxxxx Movements during the period Appropriations 8581 Repayments 8591 Amounts written down 8601 Amounts written back 8611 Exchange differences (+)/(-) 8621 Other movements (+)/(-) 8631 NET BOOK VALUE AT THE END OF THE PERIOD (281) ACCUMULATED AMOUNTS WRITTEN DOWN ON AMOUNTS RECEIVABLE AT END OF THE PERIOD 8651 __ 13
N° 1011.751.174 F-cap 6.4.3 Codes Period Preceding period OTHER COMPANIES - PARTICIPATING INTERESTS AND SHARES Acquisition value at the end of the period 8393P xxxxxxxxxx Movements during the period Acquisitions 8363 Sales and disposals 8373 Transfers from one heading to another (+)/(-) 8383 Acquisition value at the end of the period 8393 Revaluation surpluses at the end of the period 8453P xxxxxxxxxx Movements during the period Recorded 8413 Acquisitions from third parties 8423 Cancelled 8433 Transferred from one heading to another (+)/(-) 8443 Revaluation surpluses at the end of the period 8453 Amounts written down at the end of the period 8523P xxxxxxxxxx Movements during the period Recorded 8473 Written back 8483 Acquisitions from third parties 8493 Cancelled owing to sales and disposals 8503 Transferred from one heading to another (+)/(-) 8513 Amounts written down at the end of the period 8523 Uncalled amounts at the end of the period 8553P xxxxxxxxxx Movements during the period (+)/(-) 8543 Uncalled amounts at the end of the period 8553 NET BOOK VALUE AT THE END OF THE PERIOD (284) OTHERS COMPANIES - AMOUNTS RECEIVABLE NET BOOK VALUE AT THE END OF THE PERIOD 285/8P xxxxxxxxxx 0 Movements during the period Appropriations 8583 5,476 Repayment 8593 Amounts written down 8603 Amounts written back 8613 Exchange differences (+)/(-) 8623 Other movements (+)/(-) 8633 NET BOOK VALUE AT THE END OF THE PERIOD (285/8) 5,476 ACCUMULATED AMOUNTS WRITTEN DOWN ON AMOUNTS RECEIVABLE AT END OF THE PERIOD 8653 __ 14
N° 1011.751.174 F-cap 6.5.1 PARTICIPATING INTERESTS INFORMATION PARTICIPATING INTERESTS AND OTHER RIGHTS IN OTHER COMPANIES The following list mentions the companies in which the company holds a participating interest (recorded in headings 280 and 282 of assets), as well as the companies in which the company holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10% of the capital, the equity or a class of shares of the company. Rights held Data extracted from the most recent annual accounts Directly Subsidiari es Equity Net result NAME, full address of the REGISTERED OFFICE and, for an entity governed by Belgian law, the COMPANY REGISTRATION NUMBER Nature Number % % Annual accounts as per Currency code (+) or (-) (in units) Titan Atlantic Cement Industrial & Commercial Single Member Voting rights 1,734,440 100.00% 31/12/2024 EUR 182,232,607 145,160,258 000854801000 Public limited company Halkidos street 22A 11143 Athens GREECE 15
N° 1011.751.174 F-cap 6.6 CURRENT INVESTMENTS AND ACCRUALS AND DEFERRED INCOME Codes Period Preceding period CURRENT INVESTMENTS Shares and investments other than fixed income investments 51 Shares - Book value increased with the uncalled amount 8681 Shares - Uncalled amount 8682 Precious metals and works of art 8683 Fixed income securities 52 Fixed income securities issued by credit institutions 8684 Fixed term accounts with credit institutions 53 96,500,000 0 With a remaining term or notice up to one month 8686 96,500,000 0 between one month and one year 8687 over one year 8688 Other investments not mentioned above 8689 Period ACCRUALS AND DEFERRED INCOME Allocation of account 490/1 of assets if the amount is significant Other Prepaid Expenses 238,585 Accrued interests 347,811 16
N° 1011.751.174 F-cap 6.7.1 STATEMENT OF CAPITAL AND SHAREHOLDERS' STRUCTURE Codes Period Preceding period STATEMENT OF CAPITAL Capital Issued capital at the end of the period 100P xxxxxxxxxx 1,753,624,650 Issued capital at the end of the period (100) 1,843,624,650 Codes Amounts Number of shares Modification during the period capital increase 10/02/2025 90,000,000 9,000,000 Composition of the capital Shares types Registered shares 8702 xxxxxxxxxx 184,362,465 Shares dematerialized 8703 xxxxxxxxxx Codes Uncalled amount Called up capital, unpaid Unpaid capital Uncalled capital (101) xxxxxxxxxx Called up capital, unpaid 8712 xxxxxxxxxx Shareholders that still need to pay up in full Codes Period Own shares Held by the company itself Amount of capital held 8721 Number of shares 8722 Held by a subsidiaries Amount of capital held 8731 Number of shares 8732 Commitments to issuing shares Owing to the exercise of conversion rights Amount of outstanding convertible loan 8740 Amount of capital to be subscribed 8741 Corresponding maximum number of shares to be issued 8742 Owing to the exercise of subscription rights Number of outstanding subscription rights 8745 Amount of capital to be subscribed 8746 Corresponding maximum number of shares to be issued 8747 Authorized capital not issued 8751 17
N° 1011.751.174 F-cap 6.7.1 Codes Period Shares issued, non-representing capital Distribution Number of shares 8761 Number of voting rights attached thereto 8762 Allocation by shareholder Number of shares held by the company itself 8771 Number of shares held by its subsidiaries 8781 Period ADDITIONAL NOTES REGARDING CONTRIBUTIONS (INCLUDING CONTRIBUTIONS IN THE FORM OF SERVICES OR KNOW-HOW) 18
N° 1011.751.174 F-cap 6.7.2 SHAREHOLDERS' STRUCTURE OF THE COMPANY AT YEAR-END CLOSING DATE As reflected in the notifications received by the company has received pursuant to article 7:225 of the Belgian Companies and Associations Code, article 14 fourth paragraph of the Law of 2 May 2007 on the publication of major holdings and article 5 of the Royal Decree of 21 August 2008 on further rules for certain multilateral trading facilities. Rights held Number of voting rights NAME of the persons who hold rights of the company, together with the ADDRESS (of the office, in the case of a legal person)and the COMPANY REGISTRATION NUMBER, in the case of an company governed by Belgian law Nature Attached to securities Not attached to securities % TITAN S.A. full ownership 159,781,709 0 86.67 0699936657 Sainte-Gudule Square 14 1000 Brussels BELGIUM 19
N° 1011.751.174 F-cap 6.8 PROVISIONS FOR OTHER LIABILITIES AND CHARGES Period ALLOCATION OF ACCOUNT 164/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT Share based compensations 385,332 20
N° 1011.751.174 F-cap 6.9 STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME Codes Period BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL TERM OF MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL MATURITY Current portion of amounts payable after more than one year falling due within one year Financial debts 8801 Subordinated loans 8811 Unsubordinated debentures 8821 Leasing and other similar obligations 8831 Credit institutions 8841 Other loans 8851 Trade debts 8861 Suppliers 8871 Bills of exchange payable 8881 Advance payments received on contract in progress 8891 Other amounts payable 8901 Total current portion of amounts payable after more than one year falling due within one year (42) Amounts payable with a remaining term of more than one year, yet less than 5 years Financial debts 8802 Subordinated loans 8812 Unsubordinated debentures 8822 Leasing and other similar obligations 8832 Credit institutions 8842 Other loans 8852 Trade debts 8862 Suppliers 8872 Bills of exchange payable 8882 Advance payments received on contract in progress 8892 Other amounts payable 8902 Total amounts payable with a remaining term of more than one year, yet less than 5 years 8912 Amounts payable with a remaining term of more than 5 years Financial debts 8803 Subordinated loans 8813 Unsubordinated debentures 8823 Leasing and other similar obligations 8833 Credit institutions 8843 Other loans 8853 Trade debts 8863 Suppliers 8873 Bills of exchange payable 8883 Advance payments received on contract in progress 8893 Other amounts payable 8903 Total amounts payable with a remaining term of more than 5 years 8913 21
N° 1011.751.174 F-cap 6.9 Codes Period AMOUNTS PAYABLE GUARANTEED (included in headings 17 and 42/48 of the liabilities) Amounts payable guaranteed by the Belgian government agencies Financial debts 8921 Subordinated loans 8931 Unsubordinated debentures 8941 Leasing and other similar obligations 8951 Credit institutions 8961 Other loans 8971 Trade debts 8981 Suppliers 8991 Bills of exchange payable 9001 Advance payments received on contract in progress 9011 Taxes, remuneration and social security 9021 Other amounts payable 9051 Amounts payable guaranteed by the Belgian government agencies 9061 Amounts payable guaranteed by real securities given or irrevocably promised by the company on its own assets Financial debts 8922 Subordinated loans 8932 Unsubordinated debentures 8942 Leasing and other similar obligations 8952 Credit institutions 8962 Other loans 8972 Trade debts 8982 Suppliers 8992 Bills of exchange payable 9002 Advance payments received on contract in progress 9012 Taxes, remuneration and social security 9022 Taxes 9032 Remuneration and social security 9042 Other amounts payable 9052 Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets 9062 Codes Period TAXES, REMUNERATION AND SOCIAL SECURITY Taxes (headings 450/3 of liabilities) Outstanding tax debts 9072 Accruing taxes payable 9073 Estimated taxes payable 450 Remuneration and social security (headings 454/9 of liabilities) Amounts due to the National Social Security Office 9076 22
Other amounts payable in respect of remuneration and social security 9077 52,777 23
N° 1011.751.174 F-cap 6.9 ACCRUALS AND DEFERRED INCOME Period Allocation of heading 492/3 of liabilities if the amount is significant 24
N° 1011.751.174 F-cap 6.10 OPERATING RESULTS Codes Period Preceding period OPERATING INCOME Net turnover Allocation by categories of activity Allocation into geographical markets Other operating income Operating subsidies and compensatory amounts received from public authorities 740 OPERATING CHARGES Employees for whom the company submitted a DIMONA declaration or who are recorded in the general personnel register Total number at the closing date 9086 2 Average number of employees calculated in full-time equivalents 9087 0.8 Number of actual hours worked 9088 1,248 Personnel costs Remuneration and direct social benefits 620 148,577 0 Employers' contribution for social security 621 28,004 0 Employers' premiums for extra statutory insurance 622 Other personnel costs 623 66,942 0 Retirement and survivors' pensions 624 25
N° 1011.751.174 F-cap 6.10 Codes Period Preceding period Provisions for pensions and other similar rights Appropriations (uses and write-backs) (+)/(-) 635 Depreciations Stocks and contracts in progress Recorded 9110 Written back 9111 On trade debtors Recorded 9112 Written back 9113 Provisions for liabilities and charges Appropriations 9115 385,332 0 Uses and write-backs 9116 Other operating charges Taxes related to operation 640 Other 641/8 Hired temporary staff and personnel placed at the disposal of the company Total number at the closing date 9096 Average number calculated in full-time equivalents 9097 Number of actual hours worked 9098 Costs to the company 617 26
N° 1011.751.174 F-cap 6.11 FINANCIAL RESULTS Codes Period Preceding period RECURRING FINANCIAL INCOME Other financial income Subsidies paid by public authorities, added to the profit and loss account Capital subsidies 9125 Interest subsidies 9126 Allocation of other financial income Exchange differences realized 754 1,951 8 Other Unrealized exchange gains: 9,803 218 RECURRING FINANCIAL CHARGES Depreciation of loan issue expenses 6501 Capitalized interests 6502 Depreciations on current assets Recorded 6510 Written back 6511 Other financial charges Amount of the discount borne by the company, as a result of negotiating amounts receivable 653 Provisions of a financial nature Appropriations 6560 Uses and write-backs 6561 Allocation of other financial charges Exchange differences realized 654 81,047 19 Results from the conversion of foreign currencies 655 Other Other bank charges 2,351 815 27
N° 1011.751.174 F-cap 6.13 TAXES Codes Period INCOME TAXES Income taxes on the result of the period 9134 Income taxes paid and withholding taxes due or paid 9135 Excess of income tax prepayments and withholding taxes paid recorded under assets 9136 Estimated additional taxes 9137 Income taxes on the result of prior periods 9138 Additional income taxes due or paid 9139 Additional income taxes estimated or provided for 9140 Major reasons for the differences between pre-tax profit, as it results from the annual accounts, and estimated taxable profit Period Influence of non-recurring results on income taxes on the result of the period Sources of deferred taxes Codes Period Deferred taxes representing assets 9141 9,035,433 Accumulated tax losses deductible from future taxable profits 9142 9,035,433 Other deferred taxes representing assets Deferred taxes representing liabilities 9144 Allocation of deferred taxes representing liabilities Codes Period Preceding period VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES Value added taxes charged To the company (deductible) 9145 By the company 9146 Amounts withheld on behalf of third party by way of Payroll withholding taxes 9147 42,992 Withholding taxes on investment income 9148 28
N° 1011.751.174 F-cap 6.15 RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES LINKED BY PARTICIPATING INTERESTS Codes Period Preceding period AFFILIATED COMPANIES Financial fixed assets (280/1) 3,199,999,886 3,199,999,886 Participating interests (280) 3,199,999,886 3,199,999,886 Subordinated amounts receivable 9271 Other amounts receivable 9281 Amounts receivable 9291 Over one year 9301 Within one year 9311 Current investments 9321 Shares 9331 Amounts receivable 9341 Amounts payable 9351 278,680 8,808,740 Over one year 9361 Within one year 9371 278,680 8,808,740 Personal and real guarantees Provided or irrevocably promised by the company as security for debts or commitments of affiliated companies 9381 Provided or irrevocably promised by affiliated companies as security for debts or commitments of the company 9391 Other significant financial commitments 9401 Financial results Income from financial fixed assets 9421 Income from current assets 9431 Other financial income 9441 Debt charges 9461 Other financial charges 9471 Disposal of fixed assets Capital profits realised 9481 Capital losses realised 9491 29
N° 1011.751.174 F-cap 6.15 Codes Period Preceding period ASSOCIATED COMPANIES Financial fixed assets 9253 Participating interests 9263 Subordinated amounts receivable 9273 Other amounts receivable 9283 Amounts receivable 9293 Over one year 9303 Within one year 9313 Amounts payable 9353 Over one year 9363 Within one year 9373 Personal and real guarantees Provided or irrevocably promised by the company as security for debts or commitments of associated enterprises 9383 Provided or irrevocably promised by associated enterprises as security for debts or commitments of the company 9393 Other significant financial commitments 9403 COMPANIES LINKED BY PARTICIPATING INTERESTS Financial fixed assets 9252 Participating interests 9262 Subordinated amounts receivable 9272 Other amounts receivable 9282 Amounts receivable 9292 Over one year 9302 Within one year 9312 Amounts payable 9352 Over one year 9362 Within one year 9372 Period TRANSACTIONS WITH AFFILIATED PARTIES BEYOND NORMAL MARKET CONDITIONS Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company nil 30
N° 1011.751.174 F-cap 6.16 FINANCIAL RELATIONSHIPS WITH Codes Period DIRECTORS AND MANAGERS, INDIVIDUALS OR LEGAL PERSONS WHO CONTROL THE COMPANY DIRECTLY OR INDIRECTLY WITHOUT BEING ASSOCIATED THEREWITH, OR OTHER COMPANIES CONTROLLED DIRECTLY OR INDIRECTLY BY THESE PERSONS Amounts receivable from these persons 9500 Principal conditions regarding amounts receivable, rate of interest, duration, any amounts repaid, cancelled or written off Guarantees provided in their favour 9501 Other significant commitments undertaken in their favour 9502 Amount of direct and indirect remunerations and pensions, reflected in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person To directors and managers 9503 696,976 To former directors and former managers 9504 Codes Period THE AUDITOR(S) AND THE PERSONS WHOM HE (THEY) IS (ARE) COLLABORATING WITH Auditors' fees 9505 46,915 Fees for exceptional services or special assignments executed within the company by the auditor Other audit assignments 95061 31,558 Tax consultancy assignments 95062 79,895 Other assignments beyond the audit 95063 19,973 Fees for exceptional services or special assignments executed within the company by people the auditor(s) is (are) collaborating with Other audit assignments 95081 Tax consultancy assignments 95082 Other assignments beyond the audit 95083 Mentions related to article 3:64, § 2 and § 4 of the Belgian Companies and Associations Code 31
N° 1011.751.174 F-cap 6.18.1 DECLARATION WITH REGARD TO THE CONSOLIDATED ANNUAL ACCOUNTS INFORMATION TO DISCLOSE BY EACH COMPANY GOVERNED BY THE BELGIAN COMPANIES AND ASSOCIATIONS CODE ON THE CONSOLIDATED ANNUAL ACCOUNTS The company has not prepared consolidated annual accounts and a consolidated annual report, because of an exemption for the following reason(s)∗ The company itself is a subsidiary of a parent company that prepares and publishes consolidated annual accounts, in which the annual accounts are integrated by consolidation∗ Where appropriate, statement that all conditions for exemption, mentioned in article 3:26 § 2 and § 3 of the Belgian Companies and Associations Code, are fulfilled: As the company does not qualify as a listed company for Belgian company law purposes, it is therefore entitled to seek shareholder consent for not publishing consolidated accounts. The company will ask this consent during the General Annual Meeting which will take place on 05/05/2026. All conditions for exemption, mentioned in article 3:26 § 2 and § 3 of the Belgian Companies and Associations Code, are fulfilled. Name, full address of the registered office and, for a company governed by Belgian law, the company registration number of the parent company that prepares and publishes the consolidated annual accounts, under which the exemption is granted: Titan S.A. 0699936657 Place Sainte-Gudule 14 1000 Bruxelles BELGIUM INFORMATION TO BE PROVIDED BY THE COMPANY IN CASE IT IS A SUBSIDIARY OR A JOINT SUBSIDIARY Name, full address of the registered office and, if it concerns companies under Belgian law, the company registration number of the parent company (ies) and the indication if this (these) parent company (ies) prepares (prepare) and publishes (publish) consolidated annual accounts, in which the annual accounts are included by means of consolidation: Titan S.A. Consolidating parent company - smallest unit 0699936657 Place Sainte-Gudule 14 1000 Bruxelles BELGIUM 32
N° 1011.751.174 F-cap 6.18.2 FINANCIAL RELATIONSHIPS OF THE GROUP THE COMPANY IS IN CHARGE OF IN BELGIUM WITH THE AUDITOR(S) AND THE PERSONS WITH WHOM HE (THEY) IS (ARE) LINKED Codes Period Mentions related to article 3:65, § 4 and § 5 of the Belgian Companies and Associations Code Fees to auditors according to the mandate at the group level led by the company publishing the information 9507 46,915 Fees for exceptional services or special missions executed by the auditor(s) at this group Other audit assignments 95071 31,558 Tax consultancy assignments 95072 79,895 Other assignments beyondthe audit 95073 19,973 Fees to people auditors are linked to according to the mandate at the group level led by the company publishing the information 9509 2,015,950 Fees for exceptional services or special assignments executed at this group by people the auditor(s) is (are) linked to Other audit assignments 95091 531,380 Tax consultancy assignments 95092 Other assignments beyondthe audit 95093 3,125 Mentions related to article 3:64, § 2 and § 4 of the Belgian Companies and Associations Code 33
N° 1011.751.174 F-cap 6.19 VALUATION RULES Valuation Rules In accordance with the provisions of the Royal Decree of 28 April 2019 implementing the Companies and Associations Code, the rules applied by the company with respect to inventories, depreciation, impairment losses, provisions for risks and charges are set out below and are adapted to the specific characteristics of the company. Unless otherwise stated, all assets and liabilities are valued at their nominal value. ASSETS Incorporation Expenses Incorporation expenses are valued at acquisition cost. The costs of incorporation and capital increase are amortized in annual installments of at least twenty percent of the amounts actually incurred. Tangible Fixed Assets Tangible fixed assets are recognized under this heading at their acquisition price, production cost, or contribution value, depending on whether they have been acquired from third parties, produced by the company, or contributed to it. These assets, whose use is limited in time, are subject to straight-line depreciation, pro rata temporis, at rates appropriate to the following subcategories: SubcategoriesRates Installations, machinery & equipment20% Furniture10%–20% Vehicles25% IT equipment33% Other tangible fixed assets10% These assets are subject to additional or exceptional depreciation when, due to impairment or changes in economic or technological circumstances, their net book value exceeds their value in use to the company. Tangible fixed assets that are disposed of or will no longer be used in the company’s future activities are, where applicable, subject to exceptional depreciation to align their valuation with their probable realizable value. Acquisition costs follow the principal and are amortized in fixed annual installments, using the same percentages as those determined for the categories mentioned above. Financial Fixed Assets Participations Participations are defined as equity interests held in other companies where such holding is intended, by establishing a lasting and specific relationship with those companies, to enable the company to exercise an influence over their management. These participations are recognized at their acquisition price or contribution value. Incidental acquisition costs are fully charged to the income statement of the financial year in which they are incurred. These assets are subject to impairment losses in the event of a permanent decrease in value or depreciation, justified by the situation, profitability, or prospects of the company in which the participation, shares, or units are held. Inventories 34
Inventories are valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the costs necessary to make the sale. Receivables and Cash Guarantees Cash guarantees (collateral) are recognized under this heading at their nominal value. These receivables are subject to impairment losses if their repayment at maturity is wholly or partially uncertain or compromised. Receivables Due Within One Year These receivables are recognized at their nominal value. They are subject to impairment losses if their repayment at maturity is wholly or partially uncertain or compromised, or if their realizable value at the balance sheet date is lower than their nominal value. In accordance with this rule, impairment losses are recorded for receivables from customers whose solvency is doubtful, for disputed receivables, and for those subject to abnormal payment delays. Cash and Cash Equivalents These items are recognized at their nominal value. They are subject to impairment losses if their realizable value at the balance sheet date is lower than their nominal value. Additional impairment losses are recognized under the same terms as those applied to cash investments. Accruals and Deferrals Accrued income and prepaid expenses are valued on a time-apportioned basis so that the accounts for the financial year include the income and expenses relating to that year. LIABILITIES Unavailable Reserves When the Company acquires its own shares, a non-distributable reserve for treasury shares must be established at the acquisition price of the treasury shares. Subsequent changes in the carrying value of treasury shares held by the Company result in an equal change in the non-distributable reserve for treasury shares. When a subsidiary of the Company acquires shares of the Company, the Company creates a non-distributable reserve for treasury shares at the acquisition price of these shares. Subsequent changes in the carrying value of these shares in the accounts of the subsidiary do not affect the distributable reserve at the Company level. Provisions for Risks and Charges Provisions for risks and charges cover losses or expenses clearly described as to their nature, but which, at the balance sheet date, are either probable or certain but whose amount is indeterminate. Their valuation is based on the principles of prudence, sincerity, and good faith. They are established based on methods determined by the company’s management body and may not depend on the result for the year. Liabilities Due Within One Year These liabilities are recognized at their nominal value. This heading includes, in particular: For tax liabilities, an estimated amount intended to cover taxes relating to the result for the year, insofar as these taxes are not already covered by tax payments and prepayments charged to the income statement or other tax prepayments payable For payroll and social liabilities, the estimated liability for holiday pay, established in accordance with the rates accepted by the Tax Administration. 35
Liabilities Due After More Than One Year These liabilities are recognized at nominal value. Accruals and Deferrals Accrued charges and deferred income are valued as described for the same heading under assets. COMMON RULES Revaluation of Tangible and Financial Fixed Assets No revaluation of tangible fixed assets. Transactions, Assets, and Liabilities in Foreign Currencies All transactions denominated in foreign currency are converted into USD at the exchange rate prevailing on the date of the transaction. Payment of the transaction gives rise to the recognition of any exchange differences in financial income or expenses. At year-end, receivables, current investments, cash and cash equivalents, and/or liabilities denominated in foreign currencies are revalued in USD at the exchange rate prevailing at the balance sheet date. Exchange losses are recognized as financial expenses; exchange gains are recognized as deferred income. No offsetting is permitted between positive and negative exchange differences in different currencies. The company has obtained authorization from the Belgian Ministry of Economic Affairs to use USD as the functional currency for its accounting records and the preparation of its annual accounts. This authorization was granted on the basis that the company’s operational activities, through its direct and indirect subsidiaries, are conducted in the United States in USD and that the company’s income will depend exclusively on dividends from its investments in US activities. Furthermore, the company’s share capital is denominated in USD and, following the IPO that took place in February 2025 on the NYSE, investors will expect the company to prepare standalone and consolidated annual accounts in USD. The company had already obtained authorization for its first financial year ending December 31, 2024.. The new authorization is valid for the 2025 financial year as well as for the following two years, 2026 and 2027. It is subject to the condition that the company’s management body verifies and confirms each year that the reasons justifying the exemption remain valid and fully apply to the relevant annual accounts. Free Text In 2024 and 2025, additional costs directly attributable to the company’s IPO were recorded in the amount of USD 19,877,611.60. These costs were allocated between incorporation expenses and the income statement according to the proportion of new/existing shares relative to the total number of shares sold to the public. Costs solely related to issuance of the new shares were allocated to the incorporation expenses. Total amount of costs recognized as incorporation expenses is USD 11,735,482.07, it is to be amortized over the five years, while the remaining costs were recognized as expenses in the income statement. The Annual General Meeting of 6 May 2025 approved the distribution out of the Company’s available issue premium of a gross amount of USD 0,20 per share. However, it decided to grant the Board of the Directors the discretionary power to pay out the distribution in several instalments, determine the size of an instalment and set an ex-date, record date, and payment date for any distribution out of the available issue premium account. During 2025 the Board of Directors decided to make distributions out of the available issue premium for a total amount of USD 0,16 per share. The remaining USD 0,04 per share to be distributed to the shareholders has been recognized as a short term other amounts payable (USD 7.374.498). 36
N° 1011.751.174 F-cap 6.20 OTHER INFORMATIONS TO DISCLOSE The board of directors, having considered (i) the Company’s financial position and (ii) the fact that no material uncertainties are identified to the Company’s ability to continue as a going concern in the foreseeable future and in any event over a period of at least twelve (12) months from the date of approval of the annual accounts, states that it considers it appropriate for the Company to continue to adopt the going concern basis in preparing its financial statements and that no material uncertainties are identified to the Company's ability to continue to adopt the going concern basis in preparing its financial statements in the foreseeable future and in any event over a period of at least twelve months from the date of approval of the financial statements for the fiscal year. Additionally, strong Net Income of USD 185M at the Company’s consolidated level gives the option to upstream dividends from its subsidiaries. 37
N° 1011.751.174 F-cap 7 OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS CODE ANNUAL REPORT App. 1 38
N° 1011.751.174 F-cap 8 AUDITORS' REPORT App. 2 39
N° 1011.751.174 F-cap 10 SOCIAL BALANCE SHEET Numbers of the joint industrial committees competent for the company: 200 STATEMENT OF THE PERSONS EMPLOYED EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER During the current period Codes Total 1. Men 2. Women Average number of employees Full-time 1001 Part-time 1002 0.8 0.8 Total in full-time equivalents (TFE) 1003 0.8 0.8 Number of actual hours worked Full-time 1011 Part-time 1012 1,248 1,248 Total 1013 1,248 1,248 Personnel costs Full-time 1021 Part-time 1022 Total 1023 Advantages in addition to wages 1033 During the preceding period Codes Total 1. Men 2. Women Average number of employees in FTE 1003 Number of actual hours worked 1013 Personnel costs 1023 Advantages in addition to wages 1033 40
N° 1011.751.174 F-cap 10 EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continuation) At the closing date of the period Codes 1. Full-time 2. Part-time 3. Total in full-time equivalents Number of employees 105 0 2 1.20 By nature of the employment contract Contract for an indefinite period 110 2 1.2 Contract for a definite period 111 Contract for the execution of a specifically assigned work 112 Replacement contract 113 According to gender and study level Men 120 2 1.20 primary education 1200 secondary education 1201 higher non-university education 1202 university education 1203 2 1.2 Women 121 primary education 1210 secondary education 1211 higher non-university education 1212 university education 1213 By professional category Management staff 130 Salaried employees 134 2 1.2 Hourly employees 132 Others 133 HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE DISPOSAL OF THE COMPANY During the current period Codes 1. Hired temporary staff 2. Hired temporary staff and personnel placed at the company’s disposal Average number of persons employed 150 Number of actual hours worked 151 Costs for the company 152 41
N° 1011.751.174 F-cap 10 LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD ENTRIES Codes 1. Full-time 2. Part-time 3. Total in full-time equivalents Number of employees for whom the company submitted a DIMONA declaration or who have been recorded in the general personnel register during the period 205 0 2 1.20 By nature of the employment contract Contract for an indefinite period 210 2 1.2 Contract for a definite period 211 Contract for the execution of a specifically assigned work 212 Replacement contract 213 DEPARTURES Codes 1. Full-time 2. Part-time 3. Total in full-time equivalents Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year 305 By nature of the employment contract Contract for an indefinite period 310 Contract for a definite period 311 Contract for the execution of a specifically assigned work 312 Replacement contract 313 By reason of termination of contract Retirement 340 Unemployment with extra allowance from enterprise 341 Dismissal 342 Other reason 343 Of which: the number of persons who continue to render services to the company at least half-time on a self- employment basis 350 42
N° 1011.751.174 F-cap 10 INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD Codes Men Codes Women Total of initiatives of formal professional training at the expense of the employer Number of employees involved 5801 5811 Number of actual training hours 5802 5812 Net costs for the company 5803 5813 of which gross costs directly linked to training 58031 58131 of which fees paid and paiments to collective funds 58032 58132 of which grants and other financial advantages received (to deduct) 58033 58133 Total of initiatives of less formal or informal professional training at the expense of the employer Number of employees involved 5821 5831 Number of actual training hours 5822 5832 Net costs for the company 5823 5833 Total of initiatives of initial professional training at the expense of the employer Number of employees involved 5841 5851 Number of actual training hours 5842 5852 Net costs for the company 5843 5853 43
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PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL – Financial Assurance Services Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem T: +32 (0)2 710 4211, BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB www.pwc.be Statutory auditor's report to the general shareholders’ meeting of Titan America SA on the annual accounts for the year ended 31 December 2025 We present to you our statutory auditor’s report in the context of our statutory audit of the annual accounts of Titan America SA (the “Company”). This report includes our report on the annual accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible. We have been appointed as statutory auditor by the general meeting d.d. 17 July 2024, following the proposal formulated by the board of directors. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2026. We have performed the statutory audit of the Company’s annual accounts for 2 consecutive years. Report on the annual accounts Unqualified opinion We have performed the statutory audit of the Company’s annual accounts, which comprise the balance sheet as at 31 December 2025, and the profit and loss account for the year then ended, and the notes to the annual accounts, characterised by a balance sheet total of USD 3.306.729.571 and a profit and loss account showing a loss for the year of USD 2.981.597. In our opinion, the annual accounts give a true and fair view of the Company’s net equity and financial position as at 31 December 2025, and of its results for the year then ended, in accordance with the financial-reporting framework applicable in Belgium. Basis for unqualified opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the “Statutory Auditor’s responsibilities for the audit of the annual accounts” section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence. We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit. 50
2 of 7 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matter A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the annual accounts of the current period. This matter was addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. Valuation of participation in the affiliated company Description of the Key Audit Matter The balance sheet account 280 of Titan America SA as at 31 December 2025 includes a participation in Titan Atlantic Cement Industrial and Commercial Single Member SA for an amount of USD 3.199.999.886. We consider the valuation testing of the participation in the affiliated company as most significant to our audit because of the fact that it represents about 96,8% of the total assets. Additionally, an impairment assessment involves significant judgement by management with respect to the future results and cash flow generation of the underlying entities in order to determine whether a permanent reduction in value is in place. How our Audit addressed the Key Audit Matter We validated the movements on the acquisition cost to underlying evidence. For the evaluation of the impairment testing, we have obtained management’s assessment whereby the book value of the participation was compared to the value in use, corrected for the consolidated net debt in Titan Atlantic Cement Industrial and Commercial Single Member SA. We evaluated management’s overall impairment testing process including assessing the process by which the value in use models is reviewed and approved. We evaluated the appropriateness of the use of the forecast period for the value in use calculations. We assessed the reliability of management’s estimates by comparing actual performance against previous forecasts. We tested the key assumptions for growth rates, sales volumes, selling prices and gross margins in the future cash flow forecasts by comparing them to local industry trends and assumptions made in the prior years and agreed them to approved financial budgets. 51
3 of 7 We compared operating margin, working capital and capital expenditure percentages with past actuals. We compared the weighted average cost of capital (“WACC”) to the cost of capital and debt of comparable companies and considered territory specific factors. We tested the calculation method used and the accuracy thereof. We evaluated the impact of alternative scenarios about discount rates, growth rates, selling prices and gross margins on the recoverable amount. We found that sufficient headroom remained between the carrying value and the recoverable amount. We included valuation specialists in our team to assist us with these procedures. We have assessed whether the valuation methods used were in line with the financial-reporting framework applicable in Belgium. We considered events after the reporting period. We found that the valuation methods and management’s key assumptions used for determining the recoverable amount and evaluating whether a permanent reduction in value exists, are reasonable. Responsibilities of the board of directors for the preparation of the annual accounts The board of directors is responsible for the preparation of annual accounts that give a true and fair view in accordance with the financial-reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts, the board of directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 52
4 of 7 Statutory auditor’s responsibilities for the audit of the annual accounts Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the annual accounts in Belgium. A statutory audit does not provide any assurance as to the Company’s future viability nor as to the efficiency or effectiveness of the board of directors’ current or future business management. Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors’ are described below. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: ● Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control; ● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors; ● Conclude on the appropriateness of the board of directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report. 53
5 of 7 However, future events or conditions may cause the Company to cease to continue as a going concern; and ● Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Other legal and regulatory requirements Responsibilities of the board of directors The board of directors is responsible for the preparation and the content of the directors' report as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies’ and Associations’ Code and the Company’s articles of association. Statutory auditor’s responsibilities In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors’ report, as well as compliance with the articles of association and of certain requirements of the Companies’ and Associations’ Code, and to report on these matters. 54
6 of 7 Aspects related to the directors’ report In our opinion, after having performed specific procedures in relation to the directors’ report, the directors’ report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 3:5 and 3:6 of the Companies’ and Associations’ Code. In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors’ report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you. Statement related to the social balance sheet The social balance sheet, to be deposited in accordance with article 3:12, §1, 8° of the Companies’ and Associations’ Code, includes, both in terms of form and content, the information required under this Code, including, but not limited to, in relation to salaries and education, and does not present any material inconsistencies with the information we have at our disposition in our engagement. Statements related to independence ● Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the annual accounts and our registered audit firm remained independent of the Company in the course of our mandate. ● The fees for additional services which are compatible with the statutory audit of the annual accounts referred to in article 3:65 of the Companies’ and Associations’ Code are correctly disclosed and itemized in the notes to the annual accounts. 55
7 of 7 Other statements • Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium. • The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association. • There are no transactions undertaken or decisions taken in breach of the Company‘s articles of association or the Companies’ and Associations’ Code that we have to report to you. Diegem, 26 March 2026 The statutory auditor PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL Represented by Didier Delanoye* Bedrijfsrevisor/Réviseur d'Entreprises *Acting on behalf of Didier Delanoye BV 56
TITAN AMERICA SA Public limited liability company (société anonyme) Place Sainte-Gudule 14, 1000 Brussels, Belgium 1011.751.174 (RLE Brussels, French-speaking division) CONVENING NOTICE The Board of Directors of Titan America SA (the Company) is pleased to invite the shareholders of the Company to the Ordinary General Meeting of Shareholders to be held on Tuesday, May 5, 2026, at 10:00 a.m. CET (the Meeting), at the offices of Allen Overy Shearman Sterling (Belgium) LLP located at av. Tervueren 268A, 1150 Brussels, Belgium. In order to facilitate the keeping of the attendance list on the day of the Meeting, shareholders and their representatives as the case may be, are invited to register as of 09:30 a.m. CET. Shareholders who wish to participate at the Meeting without attending in person have the option to do so by proxy or by voting card before the Meeting. Further instructions as to the modalities of participation are set out below. AGENDA OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS (1) Acknowledgement of the Annual Report of the Board of Directors and the Report of the Statutory Auditor on the annual accounts of the Company for the financial year ended December 31, 2025. (2) Approval of the Statutory Annual Financial Statements for the financial year ended December 31, 2025, and allocation of the result. Proposed resolution: Approval of the Statutory Annual Financial Statements relating to the financial year ended December 31, 2025, and allocation of the result as set out therein. (3) Approval of the reliance by the Company on the exemption of the obligation to draw up consolidated annual accounts and an annual report on the consolidated accounts. Informative note to shareholders: The Company wishes to rely on the exemption given the fact that (i) its parent company, Titan SA, already prepares consolidated annual accounts and an annual report on its consolidated annual accounts and (ii) the Company and its subsidiaries already issues a Form 20-F Annual Report, which includes the Company’s consolidated accounts on an IFRS- basis. Proposed resolution: Approval of the reliance by the Company on the exemption of the obligation to draw up consolidated annual accounts and an annual report on the consolidated accounts pursuant to article 3:26 §1 juncto §2 of the Belgian Code on Companies and Associations. The Company is entitled to rely on the exemption, given the aforementioned reasons. The Company’s use of the exemption, which is renewable, shall apply to financial years 2025 and 2026. Exhibit 99.2
-2- (4) Distribution out of the Company’s available issue premium. Proposed resolution: Approval of the distribution, out of the Company’s available issue premium, of (a gross amount of) USD 0.16 per share, whereby the Board of Directors shall be accorded the discretionary power to pay out the distribution in several instalments, determine the size of an instalment, and set an ex-date, a record date, and a payment date for any distributions out of the available issue premium account as approved hereunder. (5) Discharge to the (current and former) members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended December 31, 2025. Proposed resolution: Discharge to the following persons for the exercise of their mandate as directors during the financial year ended December 31, 2025: Nikolaos Andreadis (until February 10, 2025), William John Antholis (from February 10, 2025), James William Bachmann (from February 10, 2025), Nikolaos Birakis (until February 10, 2025), Marcel Constantin Cobuz (from February 10, 2025), Michael Colakides, Grigorios Dikaios (until February 10, 2025), Sandra Maria Soares Santos (from February 10, 2025), Willem Jozef L. Van Der Smissen (from February 10, 2025), and Vassilios Zarkalis (from February 10, 2025). (6) Discharge to the statutory auditor of the Company from any liability arising from the performance of their duties during the financial year ended December 31, 2025. Proposed resolution: Discharge to the statutory auditor of the Company, PricewaterhouseCoopers Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, 5 Culliganlaan, Brussels, represented by Didier Delanoye, for the performance of its mandate during the financial year ended December 31, 2025. (7) Appointment and renewal of the mandates of the members of the Board of Directors. Proposed resolutions: a. Renewal of the mandate of Mr. James William Bachmann as independent director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. b. Renewal of the mandate of Mr. Marcel Constantin Cobuz as director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. c. Renewal of the mandate of Mr. Michael Colakides as director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. d. Renewal of the mandate of Ms. Sandra Maria Soares Santos as independent director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. e. Renewal of the mandate of Mr. Willem Jozef L. Van Der Smissen as independent director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. f. Renewal of the mandate of Mr. Vassilios Zarkalis as director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027.
-3- g. Appointment of Ms. Evangelia Kostakis as independent director of the Company for a term of one year expiring at the end of the annual general meeting of shareholders to be held in 2027. (8) Approval of the remuneration of the members of the Board of Directors. Proposed resolution: The Meeting decides to set the annual remuneration of the independent directors of the Company for their participation in the Board of Directors at the amount of USD 175,000 gross per year and per independent director. Independent directors will not be entitled to any remuneration for their participation in committees of the board of directors. The remuneration of independent directors will consist of the following: (a) cash compensation representing 50% of their total annual remuneration, and (b) annual compensation in the form of shares representing 50% of their total remuneration. Independent directors do not receive any performance-based variable compensation or any pension benefits. Non-independent directors will not be entitled to any annual remuneration (whether in cash or in the form of shares) for their membership on the board of directors. (9) Power of attorney. Proposed resolution: The Meeting decides to grant a special power of attorney to Jan Moriaux, Michael Colakides, Vassilios (Bill) Zarkalis, John Christy, Lawrence (Larry) Wilt, Grigorios Dikaios, Nikolaos Andreadis, as well as to Sophie Rutten, Jasper Clarys and Susana Gonzales or any other lawyer or associate of Allen Overy Shearman Sterling (Belgium) LLP, each acting independently, in order to draft, execute and sign all documents, instruments, acts and formalities and to give all necessary or useful instructions to implement the aforementioned resolutions, including, but not limited to, the filing of the annual accounts closed on December 31, 2025, and the annual report and the statutory auditor’s report relating thereto, with the National Bank of Belgium, the (re)appointment of the Company’s directors, and the completion of the necessary publication formalities, with the right to delegate. In order to be adopted, the proposed resolutions of the items on the agenda of this Meeting require a simple quorum and a simple majority of the votes cast at the Meeting, except for agenda item (3) which requires a quorum and majority of 90% of the outstanding shares. ADMISSION FORMALITIES AND PARTICIPATION TO THE MEETING In order to attend and vote to the Meeting, shareholders are required to comply with article 35 of the Company’s Articles of Association. (1) Registration Date and Notification Date: In accordance with article 35 of the Company’s Articles of Association, the Board of Directors sets (i) the registration date for the Meeting on Tuesday, April 21, 2026, at midnight CET (the Registration Date) and (ii) the deadline for holders of shares issued by the Company to notify their participation to the Meeting on Friday, May 1, 2026 at 11:59 p.m. ET (the Notification Deadline). Only persons owning shares issued by the Company on the Registration Date, who have notified their intention to participate to the Meeting by the Notification Deadline, shall be entitled to participate to and vote at the Meeting. (2) Registration: The right to participate to and vote at the Meeting is only granted on the basis of the registration of the shares on the Registration Date as follows:
-4- a. For holders of shares directly reflected in the US share register (i.e. not through DTCC): The shareholders that are directly reflected on the volume of the Company’s share register that is held in the United States and managed by Computershare (the US Share Register) may only be admitted to the Meeting if their ownership of the shares is reflected in the US Share Register on the Registration Date. The Company’s US transfer agent will, no later than the day after the Registration Date, provide the Company directly or indirectly with a shareholder list at the Registration Date that contains all the registered shareholders whose holding is directly reflected in the US Share Register. The Company shall determine the ownership of the relevant shares at the Registration Date solely based on the aforementioned information. b. For holders of shares indirectly reflected in the US Share Register (i.e. through DTCC): The shareholders that are indirectly reflected on the US Share Register, through Cede & Co., the nominee holder of the shares held for the beneficial owners through the DTCC system, may only be admitted to the Meeting if their ownership of the shares is included in the information provided to the Company no later than the day after the Registration Date through the broker, financial institution or other intermediary of such shareholder. The Company shall determine the ownership of the relevant shares at the Registration Date solely based on the aforementioned information. (3) Notification of attendance: In order to participate to, and vote at, the Meeting, shareholders must notify the Company or the person designated for this purpose by the Company of their intention to attend the Meeting, indicating the number of shares with which they wish to participate, whereby: a. For holders of shares directly reflected in the US Share Register (i.e. not through DTCC): The shareholders that are directly reflected on the US Share Register that seek to notify the Company of their intention to participate must ensure that the notice of attendance form is duly completed. b. For holders of shares indirectly reflected in the US Share Register (i.e. through DTCC): The shareholders that are indirectly reflected on the US Share Register through Cede & Co., the nominee holder of the shares held for the beneficial owners through the DTCC system, that seek to notify the Company of their intention to participate must ensure that the notification of attendance is duly completed and that such form is accompanied by a certificate from a broker, financial institution or other intermediary indicating that such shareholder was the owner of such shares on the Registration Date. The notification of attendance form is available upon request via email at general- meeting@titanamerica.com. The signed notification must be sent electronically by email to the following address general-meeting@titanamerica.com or physically, to the Company’s registered office (for the attention of Jan Moriaux). The Company must receive this notification at the latest on the Notification Deadline. Only the persons who are shareholders of the Company on the Registration Date and who have complied with the above admission formalities by the Notification Deadline will be authorized to attend the Meeting. The Company encourages its shareholders to participate at the Meeting through a signed proxy or voting card (as further explained below). If a shareholder attends the Meeting in person, it may revoke its signed proxy until the Notification Deadline. The submission of a proxy or a voting card, as the case
-5- may be, accompanied by the requisite certificate from a broker, financial institution or other intermediary as regards the shareholder indirectly reflected on the US Share Register, shall also qualify as a notification of attendance, provided that the signed proxy reaches the Company at the latest on the Notification Deadline. VOTING BY PROXY Shareholders wishing to be represented at the Meeting by a proxy must designate their proxyholder and, as the case may be, indicate their voting instructions using the form prepared by the Company, which is available upon request via email at general-meeting@titanamerica.com, provided that they have complied with the admission formalities set out above. The appointment of a proxyholder may take place in paper form or electronically. The signed paper form must be received by the Company at the latest on the Notification Deadline. The duly completed and signed form, as the case may be, accompanied by the requisite certificate from a broker, financial institution or other intermediary as regards the shareholder indirectly reflected on the US Share Register, must be sent electronically to the e-mail address general-meeting@titanamerica.com or physically, to the Company’s registered office (for the attention of Jan Moriaux) within the abovementioned period. REMOTE VOTING BY CORRESPONDENCE THROUGH VOTING CARD In accordance with Article 36 of the Company’s Articles of Association, shareholders may vote remotely before the Meeting, by correspondence, using the voting card available upon request via email at general-meeting@titanamerica.com, provided that they have complied with the admission formalities set out above. The voting card must be received by the Company at the latest on the Notification Deadline. The duly completed and signed voting card, as the case may be accompanied by the requisite certificate from a broker, financial institution or other intermediary as regards the shareholder indirectly reflected on the US volume of the share register, must be sent electronically to the e-mail address general- meeting@titanamerica.com or physically, to the Company’s registered office (for the attention of Jan Moriaux) within the abovementioned period. QUESTIONS In accordance with Article 38 of our Articles of Association, if a shareholder wishes to submit written questions that relate to items on the agenda of the Meeting, to the members of the Board of Directors and/or to the statutory auditor, said shareholder must ensure that the Company receives these written questions in advance of the Meeting and at the latest on the sixth day preceding the day of the Meeting, i.e. no later than Wednesday, April 29, 2026. Shareholders of the Company may also submit questions that relate to items on the agenda of the Meeting to the members of the Board of Directors and/or to the statutory auditor during the course of the Meeting, provided that the shareholder asking the question(s) has complied with the admission formalities set out above.
-6- COMMUNICATION WITH THE COMPANY AND AVAILABILITY OF DOCUMENTS The Company recommends and encourages its shareholders to make use of e-mail for all communications with the Company regarding the Meeting. The Company’s email address for such communications is: general-meeting@titanamerica.com. If shareholders who have complied with the admission formalities set out above want to receive the financial statements and reports by email, they should address such request to general- meeting@titanamerica.com. DATA PROTECTION The Company processes information about shareholders which constitute personal data. The Company’s Privacy Notice is available on the Company’s website (link: www.titanamerica.com). On behalf of the Board of Directors