Titan America SA 6-K, filed Aug 12, 2026
Titan America SA (TTAM)
6-K
2026-08-12
For: 2026-08-12
View Original
Added on
August 13, 2026
About this 6-K
Titan America SA filed this 6-K on August 12, 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
August 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 | |||||
| 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: August 12, 2026 | Titan America SA | ||||||||||||||||||||||||||||
| By: | s/ Larry Wilt | ||||||||||||||||||||||||||||
| Name: | Larry Wilt | ||||||||||||||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||||||||||||||
EXHIBIT 99.1
Section B — Copy to be published in the Annexes to the Belgian Official Gazette
after filing of the deed with the registry
______________________________________________________________________
Filing Information
Reference No.: *26086483*
Filed / Received on: 30 June 2026
Registry: at the registry of the French-speaking Enterprise Court of Brussels
Enterprise No.: 1011.751.174
Name (in full): Titan America
Legal form: Public limited company (société anonyme)
Full registered office address: 1000 Brussels, Place Sainte-Gudule 14
Subject of the deed: ACKNOWLEDGEMENT OF THE COMPLETION OF A CAPITAL INCREASE FOLLOWING THE EXERCISE OF SUBSCRIPTION RIGHTS
______________________________________________________________________
Deed
On this day, the eighteenth of May two thousand and twenty-six.
( ... )
Before Tim CARNEWAL, notary in Brussels (first canton), exercising his functions within the company “BERQUIN NOTAIRES”, having its registered office at 1000 Brussels, Avenue Lloyd George 11,
THERE APPEARED:
( ... )
hereinafter also referred to as the “appearing party”,
acting in the capacity of special proxyholder designated by the board of directors of the public limited company “Titan America”, having its registered office at 1000 Brussels, Place Sainte-Gudule 14, and holding enterprise number 1011.751.174 (the “Company”)
( ... )
Acknowledgements
After this preliminary statement, the appearing party acknowledges, in accordance with Article 7:187 of the Code of Companies and Associations, the following:
I. It results from the statement of subscription rights that the exercise of a total of 10,876 subscription rights was requested. This statement is annexed to the letter of instruction drawn
EXHIBIT 99.1
up on behalf of the board of directors of the Company, which shall remain annexed to the present deed.
II. The exercise of one subscription right gives entitlement to one (1) share of the Company.
III. The capital of the Company has been increased by USD 108.76 and raised from USD 1,843,624,650.00 to USD 1,843,624,758.76. The said capital increase is carried out by the issuance of 10,876 new shares, enjoying the same rights and advantages as the existing shares. The said new shares were subscribed for in cash at an exercise price of USD 0.01, as set out in the statement referred to in paragraph I above. Each share was immediately paid up to the extent of 100.00%.
( ... )
IV. Article 5 of the articles of association shall henceforth read as follows:
“Article 5. CAPITAL
The capital of the company is set at one billion eight hundred forty-three million six hundred twenty-four thousand seven hundred fifty-eight United States dollars and seventy-six cents (USD 1,843,624,758.76).
It is represented by one hundred eighty-four million three hundred seventy-three thousand three hundred forty-one (184,373,341) shares, without indication of nominal value, with voting rights, each representing an equal part of the capital.”
( ... )
CERTIFIED TRUE EXTRACT.
(Filed together with the extract: an official copy of the deed, a copy of a letter of instruction dated 13 May 2026.)
(To be filed electronically via the articles of association database: the coordinated text of the articles of association.)
This extract is issued prior to registration in accordance with Article 173, 1° bis of the Code of Registration Duties.
Tim CARNEWAL
Notary
Annexes to the Belgian Official Gazette – 07/07/2026 – Annexes du Moniteur belge
_________________________________________________________________________________________________________
This is an unofficial English translation of a French-language document prepared for reference purposes.
EXHIBIT 99.2
Section B — Copy to be published in the Annexes to the Belgian Official Gazette
after filing of the deed with the registry
______________________________________________________________________
Filing Information
Filed / Received on: 23 July 2026
Registry: at the registry of the French-speaking Enterprise Court of Brussels
Enterprise No.: 1011 751 174
Name (in full): Titan America
Legal form: Public limited company (Société anonyme)
Full registered office address: 1000 Brussels, Place Sainte-Gudule 14
Subject of the deed: Renewal of directors
______________________________________________________________________
Extract from the Minutes of the General Meeting of Shareholders dated 5 May 2026
The Annual General Meeting approved the following appointment and renewal of the mandates of the members of the Board of Directors:
–Renewal of the mandate of Mr. James William Bachmann as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
–Renewal of the mandate of Mr. Marcel Constantin Cobuz as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
–Renewal of the mandate of Mr. Michael Colakides as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
–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 close of the annual general meeting of shareholders to be held in 2027.
–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 close of the annual general meeting of shareholders to be held in 2027.
–Renewal of the mandate of Mr. Vassilios Zarkalis as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
–Appointment of Ms. Evangelia Kostakis as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
EXHIBIT 99.2
Power of Attorney
The Annual General Meeting granted a 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 to any other lawyer or partner of Allen Overy Shearman Sterling (Belgium) LLP, each acting independently, for the purpose of drafting, executing and signing all documents, instruments, deeds and formalities and giving all instructions necessary or useful for the implementation of the aforementioned resolutions, including, but not limited to, the filing of the annual accounts closed as at 31 December 2025, together with the related annual report and the report of the statutory auditor, with the National Bank of Belgium, the (re)appointment of the directors of the Company, and the completion of the necessary publicity formalities, with the right of delegation.
Susana Gonzalez Melon
Authorised Representative (Mandataire)
______________________________________________________________________
To be indicated on the last page of Section B:
Front side: Name and capacity of the officiating notary or of the person or persons authorised to represent the legal entity vis-à-vis third parties.
Reverse side: Name and signature (not applicable to “Mention” type deeds).
_____________________________________________________________________________________________
This is an unofficial English translation of a French-language document prepared for reference purposes.