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6-K

Titan America SA (TTAM)

6-K 2026-05-05 For: 2026-03-31
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Added on May 05, 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

May 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 exhibit is attached:

EXHIBIT NO. DESCRIPTION
99.1 Press Release issuedMay 5, 2026regardingfirst quarter 2026 financial results.

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: May 5, 2026 Titan America SA
By: s/ Larry Wilt
Name: Larry Wilt
Title: Chief Financial Officer

Document

Exhibit 99.1

Titan America Announces First Quarter 2026 Results

Reaffirms Full Year 2026 Guidance

Completed Acquisition of the Keystone Cement Company

Norfolk, Virginia, May 5, 2026 – Titan America SA (NYSE: TTAM), a leading fully-integrated producer and supplier of building materials, services and solutions in the construction industry operating along the U.S. East Coast, today announced its first quarter 2026 financial results. Titan America SA, including its wholly-owned operating subsidiary, Titan America LLC, is referred to herein as “Titan America.”

First-Quarter 2026 Highlights

•Revenue of $398.4 million, an increase of 1.5% compared to $392.4 million in Q1 2025

•Net Income of $33.0 million, compared to $33.4 million in Q1 2025

•Earnings per share of $0.18, compared to $0.19 in Q1 2025

•Adjusted EBITDA(1) of $82.5 million, an increase of 3.4% compared to $79.8 million in Q1 2025

“We delivered a solid performance in the quarter with year-over-year improvement in revenues, Adjusted EBITDA, operating cash flow and free cash flow, even as the macroeconomic backdrop introduced incremental uncertainty as the quarter progressed,” said Bill Zarkalis, President and CEO of Titan America. “Our operating performance reflects the benefits from our ongoing strategic initiatives and the agility of our teams to execute in a challenging market environment. Pricing across our product lines remained resilient, a reflection of the continued solid underlying demand fundamentals in our key markets and the strength of our market positions.”

Mr. Zarkalis continued, “As recently announced, we completed the acquisition of the Keystone Cement Company on May 1, 2026. This investment represents an important milestone in our growth strategy, and we are very pleased to welcome the Keystone team to the Titan America family. Keystone adds complementary domestic cement production capacity in the Mid-Atlantic region, expands our geographic reach, and is expected to accelerate topline growth and improve operating margins following realization of expected integration synergies.”

First Quarter 2026 Results (unaudited)

2025 Change % Change
(all amounts in thousands of US)
Revenue 398,421 $ 392,438 1.5 %
Net Income 33,018 $ 33,373 (1.1) %
Adjusted EBITDA 82,538 $ 79,797 3.4 %
Capital Expenditures 31,860 $ 32,498 (2.0) %

All values are in US Dollars.

Revenues for the three months ended March 31, 2026 were $398.4 million, an increase of 1.5% compared to $392.4 million in the prior year quarter. Year-over year revenues were positively impacted by higher volumes in aggregates, fly ash, and concrete block, as well as increases in ready-mix concrete prices, partially offset by lower ready-mix concrete volumes and concrete block prices.

Net income for the three months ended March 31, 2026 was $33.0 million, compared to $33.4 million in the prior year quarter, while Adjusted EBITDA was $82.5 million, an increase of 3.4% compared to $79.8 million in the prior year period. The increase in Adjusted EBITDA was primarily driven by increased

revenues and improved margins from operational excellence programs leading to lower operating costs. Net Income Margin and Adjusted EBITDA Margin in the three months ended March 31, 2026 were 8.3% and 20.7%, respectively, compared to 8.5% and 20.3%, respectively, in the same period of 2025.

Cash Flow and Capital Resources

For the three months ended March 31, 2026, cash flow provided by operating activities was $61.6 million and net capital expenditures were $31.9 million, resulting in free cash flow of $29.7 million.

As of March 31, 2026, Titan America had $228.2 million in cash and cash equivalents and $455.2 million total debt. Net debt was $227.0 million, representing a ratio of 0.58x trailing twelve-month Adjusted EBITDA.

Revenue and Adjusted EBITDA by Reportable Segment

2025 % Change
(all amounts in thousands of US)
Florida 253,394 $ 253,241 0.1 %
Mid-Atlantic 139,197 4.2 %
Consolidated 398,421 $ 392,438 1.5 %

All values are in US Dollars.

2025 % Change
(all amounts in thousands of US)
Florida 72,575 $ 70,792 2.5 %
Mid-Atlantic 12,641 $ 10,902 16.0 %

All values are in US Dollars.

The Florida segment generated revenues of $253.4 million in the first quarter of 2026, compared to $253.2 million in the prior year quarter. The modest year-over-year increase was primarily attributable to higher aggregates volumes from increased production capacity and higher concrete block volumes from improved single-family residential demand in select regional markets, partially offset by slightly lower ready-mix concrete volumes. Segment Adjusted EBITDA for the quarter increased to $72.6 million, compared to $70.8 million in the prior year period, as the benefits from higher sales volumes and operating efficiencies more than offset the impact of higher energy costs and tariffs.

Despite winter weather disruptions, the Mid-Atlantic segment generated revenues of $145.0 million in the first quarter, compared to $139.2 million in the prior year quarter. The 4.2% year-over-year increase in revenue was driven by higher pricing associated with a larger proportion of value-added ready-mix concrete sales. Segment Adjusted EBITDA was $12.6 million, compared to $10.9 million in the prior year quarter, as the benefit of higher revenues and operating efficiencies was partially offset by tariffs and higher import costs.

2026 Outlook

Regarding Titan America’s outlook, President & CEO Bill Zarkalis stated, “With our first quarter results behind us and given current visibility into our end markets, we are reaffirming our full-year 2026 guidance. On a like-for-like basis, we continue to expect low single digit revenue growth compared to 2025, with modest expansion in our Adjusted EBITDA Margins. We believe investment in the residential sector may be stabilizing at current lower levels with the much anticipated residential sector inflection point being pushed into 2027. Our ongoing strategic investments, including the recently completed acquisition of Keystone, strong market positions, vertically-integrated business model, and the agility of our teams to navigate uncertainty and evolving market dynamics position us well for the future.”

Conference Call

Titan America will host a conference call at 8:00 a.m. ET on May 6, 2026. The conference call will be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the call and view the slides, please visit the Investors section of Titan America’s website at https://www.titanamerica.com/. For those who are unable to listen to the live broadcast, an audio replay of the conference call will be available on the Titan America website for 30 days.

About Titan America SA

Titan America is a leading vertically-integrated producer of cement and building materials in the high-growth economic mega-regions of the U.S. East Coast, with operations and leading market positions across Florida, the Mid-Atlantic, and Metro New York/New Jersey. Titan America’s family of company brands includes Essex Cement, Roanoke Cement, Keystone Cement, Titan Florida, Titan Virginia Ready-Mix, S&W Ready-Mix, Powhatan Ready Mix, Titan Mid-Atlantic Aggregates, and Separation Technologies. Titan America’s operations include cement plants, construction aggregates and sand mines, ready-mix concrete plants, concrete block plants, fly ash production facilities, marine import and rail terminals, and distribution hubs.

Forward-Looking Statements

This press release may include forward-looking statements. Forward-looking statements are statements regarding or based upon our management’s current intentions, beliefs or expectations relating to, among other things, Titan America’s future results of operations, financial condition, liquidity, prospects, growth, strategies, developments in the industry in which we operate and the integration of the Keystone Cement Company. In some cases, you can identify forward-looking statements by terminology such as “believe,” “anticipate,” “continue,” “could,” “expect,” “goal,” “may,” “plan,” “predict,” “propose,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These include the risks detailed in our 2025 Annual Report filed on Form 20-F on March 24, 2026, as well as a prolonged conflict in Iran negatively affecting infrastructure spending. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this report regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. Titan America undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this report. The information contained in this report is subject to change without notice. No re-report or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein and no reliance should be placed on it.

Financial Measures (Non-IFRS)

In addition to the financial information presented in accordance with International Financial Reporting Standards (“IFRS”), this press release includes the following Non-IFRS financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, Net Income Margin, free cash flow, net debt and the Ratio of Net Debt to Adjusted EBITDA. We define Adjusted EBITDA as net income before finance cost, net, income tax expense, depreciation, depletion and amortization, further adjusted to remove the impact of additional items such as (gain)/loss on disposal of fixed assets, asset impairment (recovery)/loss, foreign exchange (gain)/loss, net, derivative financial instrument (gain)/loss, net, fair value loss on sale of accounts receivable, net, share-based compensation and other non-recurring items, including certain transaction costs related to our initial public offering. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenues. We define Net Income Margin as net income divided by revenue. We define free cash flow as net cash provided by operating activities, less net payments for capital expenditures, which includes (i) investments in property, plant and equipment, (ii) investments in identifiable intangible assets and (iii) proceeds from the sale of assets, net of disposition costs. We define net debt as the sum of short and long-term borrowings, including accrued interest and short-term and long-term lease liabilities less cash and cash equivalents. We define the Ratio of Net Debt to Adjusted EBITDA as the ratio derived by dividing net debt by Adjusted EBITDA. See “Reconciliation of IFRS to Non-IFRS” section for a detailed reconciliation of Non-IFRS financial measures to the most directly comparable IFRS measure.

We believe that in addition to our results determined in accordance with IFRS, these Non-IFRS financial measures provide useful information to both management and investors in measuring our financial performance and highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures.

Non-IFRS financial information is presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for financial information presented in accordance with IFRS. Our presentation of Non-IFRS measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. Other companies in our industry may calculate these measures differently, which may limit their usefulness as comparative measures.

(1) As used throughout this release, the terms Adjusted EBITDA, Adjusted EBITDA Margin, Net Income Margin, free cash flow, net debt and the Ratio of Net Debt to Adjusted EBITDA are non-IFRS financial metrics. See “Reconciliation of IFRS to Non-IFRS” for a detailed reconciliation of Non-IFRS financial measures to the most directly comparable IFRS measure. See “Financial Measures (Non-IFRS)” for further discussion on these non-IFRS measures and why we believe they are useful.

Condensed Consolidated Statements of Income (Unaudited)

(all amounts in thousands of US$ except for earnings per share) Three Months Ended March 31
2026 2025
Revenue $ 398,421 $ 392,438
Cost of goods sold (306,537) (301,035)
Gross profit 91,884 91,403
Selling expense (8,309) (8,240)
General and administrative expense (32,792) (30,914)
Net impairment (loss)/gain on financial assets (144) 280
Fair value loss on sale of accounts receivable, net (1,046) (963)
Other operating income, net 191 182
Operating income 49,784 51,748
Finance cost, net (4,745) (6,580)
Foreign exchange gain/(loss), net 8,008 (13,812)
Derivative financial instrument (loss)/gain, net (8,782) 10,904
Other non-operating income 2,552
Income before income taxes 44,265 44,812
Income tax expense (11,247) (11,439)
Net income $ 33,018 $ 33,373
Earnings per share of common stock:
Basic earnings per share $ 0.18 $ 0.19
Diluted earnings per share $ 0.18 $ 0.19
Weighted average number of common stock - basic 184,362,586 180,262,465
Weighted average number of common stock - diluted 184,511,964 180,262,465

Condensed Consolidated Balance Sheet (Unaudited)

March 31, December 31,
(all amounts in thousands of US$) 2026 2025
Current assets:
Cash and cash equivalents $ 228,248 $ 211,750
Trade and other receivables, net 141,994 112,404
Inventories 222,102 226,414
Prepaid expenses and other current assets 17,124 18,051
Income taxes receivable 38,548 41,319
Derivatives and credit support payments 32 17
Total current assets 648,048 609,955
Noncurrent assets:
Property, plant, equipment and mineral deposits, net 937,433 930,012
Right-of-use assets 65,431 66,158
Other assets 8,992 9,139
Intangible assets, net 28,488 29,020
Goodwill 221,562 221,562
Derivatives and credit support payments 20,053 28,029
Total noncurrent assets 1,281,959 1,283,920
Total assets $ 1,930,007 $ 1,893,875
Current liabilities:
Accounts and related party payables $ 150,350 $ 144,681
Accrued expenses 29,507 22,122
Provisions 8,750 8,897
Income taxes payable 4,191 2,189
Short term borrowing, including accrued interest 5,869 5,387
Lease liabilities 10,741 11,168
Derivatives and credit support receipts 38 17
Other current liabilities 7,374 6,763
Total current liabilities 216,820 201,224
Non-current liabilities:
Long-term borrowings 382,107 390,438
Lease liabilities 56,519 55,420
Provisions 63,209 61,440
Deferred income tax liability 120,679 115,556
Derivatives and credit support receipts 22,423 28,300
Other noncurrent liabilities 6,898 7,431
Total noncurrent liabilities 651,835 658,585
Total liabilities 868,655 859,809
Stockholders’ equity 1,061,352 1,034,066
Total liabilities and stockholders’ equity $ 1,930,007 $ 1,893,875

Condensed Consolidated Statements of Cash Flows (Unaudited)

(all amounts in thousands of US$) Three Months Ended March 31
2026 2025
Cash flows from operating activities
Income before income taxes $ 44,265 $ 44,812
Adjustments for:
Depreciation, depletion and amortization 28,812 24,434
Gain on divestiture (2,552)
Finance cost 6,547 7,432
Finance income (1,801) (852)
Foreign exchange (gain)/loss, net (8,008) 13,812
Derivative financial instrument loss/(gain), net 8,782 (10,904)
Changes in net operating assets and liabilities (10,060) (29,641)
Other (4,930) (5,434)
Cash generated from operations before income taxes 63,607 41,107
Income taxes, net (2,040) (5,914)
Net cash provided by operating activities 61,567 35,193
Cash flows from investing activities
Investments in property, plant and equipment (31,400) (31,915)
Investments in intangible assets (518) (641)
Short term investments (37)
Interest received 1,863 852
Proceeds from the sale of assets, net of disposition costs 58 58
Proceeds from sale of investment 5,368
Net cash used in investing activities (30,034) (26,278)
Cash flows from financing activities
Borrowings from affiliated party 233 9,691
Repayment of third party line of credit (25,000)
Lease payments (2,509) (2,321)
Proceeds from IPO 144,000
Derivative credit support (payments)/receipts and settlements (6,677) 7,028
Net payments under cash management line of credit 1,583
Interest paid (6,082) (3,602)
IPO Costs (9,172)
Net cash (used in)/provided by financing activities (15,035) 122,207
Net increase in cash and cash equivalents 16,498 131,122
Cash and cash equivalents at:
Beginning of period 211,750 12,124
Effects of exchange rate changes
End of period $ 228,248 $ 143,246

Reconciliation of IFRS to Non-IFRS

Reconciliation of IFRS Net Income to Non-IFRS Adjusted EBITDA and IFRS Net Income Margin to Non-IFRS Adjusted EBITDA Margin

Twelve Months Ended
March 31, 2025 March 31, 2026 December 31, 2025
(all amounts in thousands of US)
Net income 33,018 $ 33,373 $ 185,084 $ 185,439
Finance cost, net 6,580 20,726 22,561
Income tax expense 11,439 59,211 59,403
Depreciation, depletion and amortization 24,434 113,094 108,716
Loss/(gain) on disposal of fixed assets (37) 84 (4)
Foreign exchange (gain)/loss, net 13,812 23,281 45,101
Derivative financial instrument loss/(gain), net (10,904) (22,155) (41,841)
Fair value loss on sale of accounts receivable, net 963 4,095 4,012
Share-based compensation 774 4,660 3,792
IPO transaction costs 1,884 409 2,293
Acquisition related expenses 4,065 2,661
Other (2,521) (149) (2,469)
Adjusted EBITDA 82,538 $ 79,797 $ 392,405 $ 389,664
Revenue 398,421 $ 392,438 $ 1,670,171 $ 1,664,188
Net Income Margin(1) 8.5% 11.1% 11.1%
Adjusted EBITDA Margin(2) 20.3% 23.5% 23.4%

All values are in US Dollars.

(1)Net Income Margin is calculated as net income divided by revenues.

(2)Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by revenues.

Reconciliation of Free Cash Flow

2025
(all amounts in thousands of US)
Net cash provided by operating activities 61,567 $ 35,193
Adjusted by:
Investments in property, plant and equipment (31,915)
Investments in identifiable intangible assets (641)
Proceeds from the sale of assets, net of disposition costs 58
Net Capital Expenditures (32,498)
Free Cash Flow 29,707 $ 2,695

All values are in US Dollars.

Reconciliation of Net Debt

December 31, 2025
(all amounts in thousands of US)
Short-term borrowings, including accrued interest 5,869 $ 5,387
Long-term borrowings 390,438
Short-term lease liabilities 11,168
Long-term lease liabilities 55,420
Total Debt 462,413
Less:
Cash and cash equivalents (211,750)
Net Debt 226,988 $ 250,663

All values are in US Dollars.

Net Debt to Adjusted EBITDA

December 31, 2025
(all amounts in thousands of US)
IFRS:
Short-term borrowings, including accrued interest 5,869 $ 5,387
Long-term borrowings 390,438
Short-term lease liabilities 11,168
Long-term lease liabilities 55,420
Total Debt 455,236 $ 462,413
Trailing Twelve Months Net Income 185,084 $ 185,439
Ratio of Total Debt to Net Income 2.49
Non-IFRS:
Net Debt 226,988 $ 250,663
Trailing Twelve Months Adjusted EBITDA 392,405 $ 389,664
Ratio of Net Debt to Adjusted EBITDA 0.64

All values are in US Dollars.

Product Volumes and External Pricing

Three Months Ended March 31
Volumes (in thousands) (1)(2)(3) 2026 2025 Change % Change
Total cement volumes 1,283 1,295 (12) (0.9) %
Cement consumed internally (329) (343)
External cement volumes 954 952 2 0.2 %
Total aggregates volumes 2,092 2,056 36 1.8 %
Aggregates consumed internally (888) (984)
External aggregates volumes 1,204 1,072 132 12.3 %
External ready-mix concrete volumes 1,093 1,116 (23) (2.1) %
External concrete block volumes 16,428 14,975 1,453 9.7 %
Total fly ash volumes 151 135 16 11.9 %
Fly ash consumed internally (37) (40)
External fly ash volumes 114 95 19 20.0 %
(1) Sales volumes are shown in tons for cement, aggregates and fly ash; in cubic yards for ready-mix concrete; and in 8-inch equivalent units for concrete blocks.
(2) Cement, aggregates and fly ash consumed internally represents the quantity of those materials transferred to our ready-mix concrete and concrete block product lines for use in the production process. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.
(3) Aggregate volumes exclude by-products.
Three Months Ended March 31
--- --- --- --- --- --- --- ---
Average External Selling Price (1) 2026 2025 Change % Change
Cement $ 149.65 $ 149.53 0.1 %
Aggregates $ 24.73 $ 24.89 (0.6) %
Ready-mix concrete $ 165.88 $ 163.41 1.5 %
Concrete block $ 2.33 $ 2.38 (2.1) %
Fly ash $ 54.60 $ 55.96 (2.4) %
(1) Average external selling prices are shown on a per ton basis for cement, aggregates and fly ash; on a per cubic yard basis for ready-mix concrete; and on a per 8-inch equivalent unit for concrete blocks.

All values are in US Dollars.

Segment Volume and Pricing Trends(1)(2)(3)

Three Months Ended March 31, 2026<br><br>compared to March 31, 2025
Florida Mid-Atlantic
% Change % Change
Volume Average Price Volume Average Price
Cement (0.3) % (0.1) % (1.8) % 0.8 %
Aggregates 3.7 % 3.6 % (18.6) % (22.6) %
Ready-mix concrete (3.7) % (2.2) % 0.5 % 8.1 %
Concrete block 9.7 % (1.3) % N/A N/A
Fly ash 11.9 % (2.5) % 12.8 % (6.4) %
(1) Percent changes in volume include internal trading activity.
(2) Percent changes in prices include the consumption of internally sourced materials at a transfer price approximating market price.
(3) Internal trading activity represents the consumption of internally sourced materials at a transfer price approximating market prices. These amounts are eliminated at the operating segment level or in consolidation, as appropriate.

Investor Relations

[email protected]

757-901-4152

https://ir.titanamerica.com

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