The following discussion should be read in conjunction with Tronox Holdings plc’s unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as “future”, “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “predicts”, “will”, “would”, “could”, “can”, “may”, and similar terms.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization (“EBITDA”), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.
Overview
Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our seven TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia (“KSA”). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.
We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.
Business Environment
The following discussion includes trends and factors that may affect future operating results:
Second quarter revenue increased 19% compared to the prior year, primarily driven by higher sales volumes of TiO2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of zircon including mix. For the second quarter of 2026 as compared to the second quarter of 2025, TiO2 revenue increased 19% driven by a 18% increase in sales volumes and 1% exchange rate tailwind while average selling prices including mix remained flat. Zircon revenue increased 43% from the second quarter of 2025 to the second quarter of 2026 due to a 61% increase in sales volumes partially offset by a 18% decline in average selling prices including mix. Revenue from other products decreased 7% from the second quarter of 2025 to the second quarter of 2026 primarily due to lower sales volumes. Gross profit decreased for the second quarter of 2026 as compared to the second quarter of 2025 due to exchange rate headwinds, lower average selling prices including mix, higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs. This was partially offset by higher sales volumes.
Sequentially, revenue increased 14% in the second quarter of 2026 compared to the first quarter of 2026 due to higher average selling prices, including mix and higher sales volumes of TiO2 and zircon. TiO2 revenues increased 14%, driven by a 9% increase in sales volume and a 5% increase in average selling prices including mix. Zircon revenue increased 9%
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sequentially driven by a 4% increase in sales volumes and a 5% increase in average selling prices, including mix. Revenue from other products increased by 29% from the first quarter of 2026 to the second quarter of 2026 primarily due to higher sales volumes of pig iron. Gross profit increased from the first quarter of 2026 to the second quarter of 2026 due to higher TiO2 and zircon average selling prices including mix, and higher sales volumes partially offset by higher production costs from unfavorable idle facility and lower of cost or market charges, unfavorable exchange rate impacts, and higher freight costs.
As of June 30, 2026, our total available liquidity was $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. As of June 30, 2026, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.4x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 13 of notes to condensed consolidated financial statements for further details.
Condensed Consolidated Results of Operations
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
Three Months Ended June 30,
2026 2025 Variance
Net sales $ 868 $ 731 $ 137
Cost of goods sold 813 652 161
Gross profit 55 79 (24)
Gross Margin 6.3 % 10.8 % (4.5) pts
Restructuring and other charges 4 42 (38)
Selling, general and administrative expenses 72 72 —
Loss from operations (21) (35) 14
Interest expense (56) (45) (11)
Interest income — 1 (1)
Other income (expense), net 10 (2) 12
Loss before income taxes (67) (81) 14
Income tax provision (106) (4) (102)
Net loss $ (173) $ (85) $ (88)
Effective tax rate (158) % (5) %
EBITDA (1) $ 65 $ 37 $ 28
Adjusted EBITDA (1) $ 73 $ 93 $ (20)
Net loss as a % of Net Sales (1) (19.9) % (11.6) % (8.3) pts
Adjusted EBITDA as % of Net Sales (1) 8.4 % 12.7 % (4.3) pts
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(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.
Net sales of $868 million for the three months ended June 30, 2026 increased by 19%, compared to $731 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO2 and zircon.
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Net sales by type of product for the three months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30,
2026 2025 Variance Percentage
TiO2 $ 700 $ 587 $ 113 19 %
Zircon 97 68 29 43 %
Other products 71 76 (5) (7) %
Total net sales $ 868 $ 731 $ 137 19 %
For the three months ended June 30, 2026, TiO2 revenue was higher by 19% or $113 million compared to the prior year quarter primarily due to an increase of $106 million in sales volumes whereas average selling prices, including mix remained flat. Foreign currency positively impacted TiO2 revenue by $7 million primarily due to the strengthening of the Euro. Zircon revenue increased $29 million primarily due to a 61% increase in sales volumes partially offset by a 18% decrease in average selling prices including mix. Other products revenue decreased $5 million from the year-ago quarter primarily due to a decrease in sales volumes.
Gross profit of $55 million was 6.3% of net sales compared to 10.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:
•the unfavorable impact of 2 points primarily due to a decrease in average selling prices including mix,
•the net unfavorable impact of 3 points due to higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs and,
•the unfavorable impact of 3 points due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar, partially offset by
•the favorable impact of 3 points due to increased volumes of TiO2 and zircon.
Restructuring and other charges of $4 million for the three months ended June 30, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details.
Selling, general and administrative expenses remained consistent as compared to the same period of 2025 which was primarily due to a $6 million increase in employee costs partially offset by a $4 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $2 million decrease in professional services.
Loss from operations for the three months ended June 30, 2026 was $21 million compared to $35 million in the prior year period. The decrease of $14 million was primarily due to higher sales volumes of TiO2 and Zircon and the decrease in restructuring and other charges partially offset by lower selling prices of Zircon and higher idle facility and lower of costs or net realizable value charges as discussed above.
Interest expense increased $11 million compared to the same period of 2025 primarily due to the increase in outstanding long-term debt balances period over period.
Other income (expense), net for the three months ended June 30, 2026 primarily consisted of the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details) partially offset by approximately $7 million of net realized and unrealized foreign currency losses, $4 million of fees associated with the utilization of the Securitization Facility and $1 million pension expense related to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount was driven by other individually immaterial amounts.
We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.
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The effective tax rate was (158)% and (5)% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates for the three months ended June 30, 2026 and 2025 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months ended June 30, 2026 was significantly impacted by the $103 million deferred tax expense from the recording of additional state valuation allowances in the US.
Net loss as a % of net sales was 19.9% for the three months ended June 30, 2026 as compared to net loss as a % of net sales of 11.6% for the prior year period. The primary driver of the period over period increase is the deferred tax expense from the recording of additional state valuation allowances in the US, lower average selling prices of zircon and higher interest expense partially offset by an increase in sales volumes of TiO2 and Zircon and a decrease in restructuring expense. Adjusted EBITDA as a percentage of net sales was 8.4% for the three months ended June 30, 2026 as compared to 12.7% for the prior year primarily due to the lower gross margin as a result of decreases in average selling prices of zircon and higher lower of cost or market and idle facility charges partially offset by an increase in TiO2 and zircon sales volumes as discussed above.
Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Six Months Ended June 30,
2026 2025 Variance
Net sales $ 1,628 $ 1,469 $ 159
Cost of goods sold 1,529 1,291 238
Gross profit 99 178 (79)
Gross Margin 6.1 % 12.1 % (6.0) pts
Restructuring and other charges 18 128 (110)
Selling, general and administrative expenses 143 146 (3)
Loss from operations (62) (96) 34
Interest expense (109) (87) (22)
Interest income 2 3 (1)
Other income (expense), net (2) (7) 5
Loss before income taxes (171) (187) 16
Income tax provision (106) (9) (97)
Net loss $ (277) $ (196) $ (81)
Effective tax rate (62) % (5) %
EBITDA (1) $ 87 $ 42 $ 45
Adjusted EBITDA (1) $ 135 $ 205 $ (70)
Net loss as a % of Net Sales (1) (17.0) % (13.3) % (3.7) pts
Adjusted EBITDA as % of Net Sales (1) 8.3 % 14.0 % (5.7) pts
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(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the “Non-U.S. GAAP Financial Measures” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.
Net sales of $1,628 million for the six months ended June 30, 2026 increased by 11% compared to $1,469 million for the same period in 2025. The increase is primarily due to increases in sales volumes of both TiO2 and zircon.
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Net sales by type of product for the six months ended June 30, 2026 and 2025 were as follows:
Six Months Ended June 30,
2026 2025 Variance Percentage
TiO2 $ 1,316 $ 1,171 $ 145 12 %
Zircon 186 137 49 36 %
Other products 126 161 (35) (22) %
Total net sales $ 1,628 $ 1,469 $ 159 11 %
For the six months ended June 30, 2026, TiO2 revenue was higher by 12% or $145 million compared to the prior year period. TiO2 revenue increased primarily due to an increase of $137 million in sales volumes partially offset by a decrease of $22 million in average selling prices, including mix. Foreign currency positively impacted TiO2 revenues by $30 million. Zircon revenue increased $49 million primarily due to an 59% increase in sales volumes partially offset by a 23% decrease in average selling prices, including mix. Other products revenue decreased $35 million primarily due to a decrease in sales volumes of pig iron.
Gross margin of $99 million was 6.1% of net sales compared to 12.1% of net sales in the year-ago period. The decrease in gross margin is primarily due to:
•the unfavorable impact of 3 points primarily due to a decrease in TiO2 and Zircon selling prices,
•the net unfavorable impact of 2 points due to higher idle facility and lower of costs or net realizable value charges partially offset by lower cost structures, and
•the unfavorable impact of 3 points due to changes in foreign currency exchanges rates, primarily as a result of the South African Rand and Australian dollar, partially offset by
•the favorable impact of 2 points due to increased volumes TiO2 and Zircon.
Restructuring and other charges of $18 million for the six months ended June 30, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details.
Selling, general and administrative expenses decreased by $3 million or 2% during the six months ended June 30, 2026 compared to the same period of the prior year primarily driven by a $7 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $7 million decrease in professional services partially offset by an $8 million increase in employee costs. The remaining amount was driven by other individually immaterial amounts.
Loss from operations for the six months ended June 30, 2026 was $62 million compared to $96 million in the prior year period. The decrease of $34 million was primarily due to higher sales volumes, lower restructuring and other charges and lower SG&A expenses partially offset by lower selling prices of TiO2 and Zircon.
Interest expense for the six months ended June 30, 2026 increased by $22 million compared to the same period of 2025 primarily due to the increase in the outstanding long-term debt balances period over period.
Interest income was $2 million for the six months ended June 30, 2026 compared to $3 million in the prior year period which is primarily due to the overall decrease in cash balances year over year.
Other (expense) income, net for the six months ended June 30, 2026 primarily consisted of the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details) partially offset by approximately $14 million of net realized and unrealized foreign currency losses, $7 million of fees associated with the utilization of the Securitization Facility and $2 million of pension expense due to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount is driven by other individually immaterial amounts.
We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands, and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.
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The effective tax rate was (62)% and (5)% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the six months June 30, 2026 was significantly impacted by the $103 million deferred tax expense from the recording of additional state valuation allowances in the US.
Net loss as a % of net sales was 17.0% for the six months ended June 30, 2026 as compared to net loss as a % of net sales of 13.3% for the prior year period. The primary driver of the period over period increase is the deferred tax expense from the recording of additional state valuation allowances in the US, lower gross margin and the increase in interest expense partially offset by the lower restructuring and other charges during the current period and a decrease in SG&A expenses. Adjusted EBITDA as a percentage of net sales was 8.3% for the six months ended June 30, 2026, a decrease of 5.7 points from 14.0% in the prior year. The lower gross margin was the primary driver of the year-over-year decrease in Adjusted EBITDA percentage.
Other Comprehensive Income (Loss)
Other comprehensive income was $47 million in the three months ended June 30, 2026 as compared to other comprehensive income of $75 million in the three months ended June 30, 2025. The change is primarily due to lower favorable foreign currency translation adjustments of $35 million in the three months ended June 30, 2026 as compared to favorable foreign currency translation adjustments of $68 million in the prior year period. The three months ended June 30, 2026 was also impacted by a higher net gain on derivative instruments of $12 million as compared to a net gain on derivative instruments of $6 million in the prior year period.
Other comprehensive income was $25 million in the six months ended June 30, 2026 as compared to other comprehensive income of $115 million in the six months ended June 30, 2025. The change is primarily due to lower favorable foreign currency translation adjustments of $9 million in the six months ended June 30, 2026 as compared to the favorable foreign currency translation adjustments of $119 million in the prior year period. The six months ended June 30, 2026 was also impacted by a net gain on derivative instruments of $17 million as compared to a net loss on derivative instruments of $5 million in the prior year period.
Liquidity and Capital Resources
The following table presents our liquidity as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
(Millions of U.S. dollars)
Cash and cash equivalents $ 194 $ 199
Available under the Cash Flow Revolver 323 332
Available under the RMB Credit Facility 6 72
Available under the Emirates Revolver1 — 67
Available under the Bank Itau Facility 4 4
Total $ 527 $ 674
(1) The Emirates Revolver was not renewed upon its expiration in June 2026.
During July 2026, the Company made total repayments of R300 million (approximately $18 million at the June 30, 2026 exchange rate) on the RMB Credit Facility.
SEB Credit Facility
In July 2026, our KSA subsidiary entered into a short-term working capital facility with Saudi Export Import Bank ("SEB Credit Facility") for an amount up to SAR 50 million (approximately $13 million). The maturity date under the facility is
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April 30, 2027. The SEB Credit Facility bears interest at a fixed rate of 5.63% on outstanding balances. In August 2026, we drew down the full amount of SAR 50 million (approximately $13 million) on the facility.
Historically, we have funded our operations and met our commitments through cash generated by operations, issuance of secured and unsecured notes, bank financings, borrowings under lines of credit and other financing arrangements. In the next twelve months, we expect that our operations will provide sufficient cash for our operating expenses, capital expenditures, interest payments and debt repayments, however, if necessary, we have the ability to borrow under our short-term credit facilities (see Note 13 of notes to the condensed consolidated financial statements). This is predicated on our achieving our forecast which could be negatively impacted by items outside of our control, including, among other things, macroeconomic conditions including tariffs, inflationary pressures, political instability including the ongoing Russia and Ukraine and Middle East conflicts and any expansion of such conflicts, and supply chain disruptions. If negative events occur in the future, we may need to reduce our capital spend, cut back on operating costs and other items within our control to maintain adequate liquidity.
Working capital (calculated as current assets less current liabilities) was $1.3 billion at both June 30, 2026 and December 31, 2025.
As of June 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 17% of our total consolidated liabilities and approximately 46% of our total consolidated assets. For the three and six months ended June 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 49% and 48%, respectively, of our total consolidated net sales. For the three and six months ended June 30, 2026, the non-guarantor subsidiaries of our Senior Notes due 2029 and Senior Secured Notes due 2030 represented approximately 48% and 54%, respectively, of our consolidated EBITDA (as such term is defined in the respective indenture). In addition, as of June 30, 2026, our non-guarantor subsidiaries had $824 million of total consolidated liabilities (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the Senior Notes due 2029 and Senior Secured Notes due 2030.
At June 30, 2026, we had outstanding letters of credit and bank guarantees of $163 million. See Note 17 of notes to unaudited condensed consolidated financial statements.
Principal factors that could affect our ability to obtain cash from external sources include (i) debt covenants that limit our total borrowing capacity; (ii) increasing interest rates applicable to our floating rate debt; (iii) increasing demands from third parties for financial assurance or credit enhancement; (iv) credit rating downgrades, which could limit our access to additional debt; (v) a decrease in the market price of our common stock and debt obligations; and (vi) volatility in public debt and equity markets, including with respect to our securities.
During the three months ended June 30, 2026, our credit rating with Moody’s changed to B3 negative outlook from B2 negative outlook and our credit rating with Standard & Poor's also changed to CCC+ positive outlook from CCC+ negative outlook.
Cash and Cash Equivalents
We consider all investments with original maturities of three months or less to be cash equivalents. As of June 30, 2026, our cash and cash equivalents were invested in money market funds and we also receive earnings credits for some balances left in our bank operating accounts. We maintain cash and cash equivalents in bank deposit and money market accounts that may exceed federally insured limits. The financial institutions where our cash and cash equivalents are held are highly rated and geographically dispersed, and we have a policy to limit the amount of credit exposure with any one institution. We have not experienced any losses in such accounts and believe we are not exposed to significant credit risk.
The use of our cash includes payment of our operating expenses, capital expenditures, servicing our interest and debt repayment obligations, cash taxes, making pension contributions and making quarterly dividend payments. Going forward, we expect to continue to invest in our businesses through cost reduction, as well as growth and vertical integration-related capital expenditures including projects such as our multi-year IT-enabled transformation program, rare earths initiatives and various mine development projects, continued reductions in our debt and continued dividends.
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Repatriation of Cash
At June 30, 2026, we held $194 million in cash and cash equivalents in these respective jurisdictions: $81 million in the United States, $43 million in Australia, $14 million in Europe, $16 million in Brazil, $16 million in South Africa, $17 million in Saudi Arabia, and $7 million in China and other Asia countries. Our credit facilities limit transfers of funds from subsidiaries in the United States to certain foreign subsidiaries.
At June 30, 2026, Tronox Holdings plc had foreign subsidiaries with undistributed earnings. Although we would not be subject to income tax on these earnings, we have asserted that amounts in specific jurisdictions are indefinitely reinvested outside of the parent's taxing jurisdictions. These amounts could be subject to withholding tax if distributed, but the Company has made no provision for tax related to these undistributed earnings. The Company has removed its assertion that earnings in China are indefinitely reinvested, and the withholding tax accruals for potential repatriations from that jurisdiction are now reflected in the effective tax rate.
Stock Repurchases
On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2026, we made no repurchases of the Company's stock.
Cash Dividends on Ordinary Shares
On July 29, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share payable on October 9, 2026 to shareholders of record at the close of business on August 10, 2026.
Inventory Financing Arrangement
On July 29, 2025, we entered into an inventory financing arrangement whereby we agree with our counterparty to sell certain inventory, with short payment terms, and subsequently we repurchase such inventory at an agreed upon price with terms not to exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. In January 2026, we repaid in cash our payable due to the counterparty and shortly thereafter, we entered into a new inventory financing arrangement on terms similar to those referenced above. The amount financed in this new transaction remains at $50 million. As of both June 30, 2026 and December 31, 2025, we had financed inventory of $50 million, which is included in "Obligations under inventory financing arrangements" and related accrued interest of $1 million and $2 million, respectively, which is included in “Accrued Liabilities” on the Condensed Consolidated Balance Sheets. We have $1 million and $2 million for the three and six months ended June 30, 2026, respectively, of financing charges that were recorded within “Interest Expense” on the Condensed Consolidated Statement of Operations.
In July 2026, we repaid in cash our payable due to the counterparty and shortly thereafter, we entered into a new inventory financing arrangement on terms similar to those referenced above. The amount financed in this new transaction was $49 million.
Sale and Leaseback Arrangement
In June 2026 we entered into a sale and leaseback transaction in which we sold certain machinery and equipment to a third-party for $75 million in cash. The transaction did not meet the sale requirements under ASC 842 and therefore the transaction is accounted for as a financing obligation. Monthly rent payments made over the seven-year term are allocated between interest expense and principal repayment of the financial liability. As of June 30, 2026, the short-term and long-term obligations of the sale and leaseback transaction are $9 million and $66 million, respectively, and are recorded within "Accrued liabilities" and "Other long-term liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheet.
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Debt Obligations
At June 30, 2026 and December 31, 2025, our short-term debt and long-term debt, net of unamortized discount and debt issuance costs was $3.2 billion and $3.2 billion, respectively. At June 30, 2026 and December 31, 2025, our net debt (the excess of our debt over cash and cash equivalents) was $3.0 billion and $3.0 billion, respectively.
See Note 13 of notes to unaudited condensed consolidated financial statements.
Off-Balance Sheet Arrangements
On March 15, 2022, the Company entered into an accounts receivable securitization program (“Securitization Facility”) with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (“ SPE”). As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.
In March 2026, the Securitization Facility was amended to increase the facility limit from $230 million to $255 million. In May 2026, the Securitization Facility was amended to further increase the facility limit from $255 million to $275 million.
See “Note 6 – Accounts Receivable Securitization Program” in notes to unaudited condensed consolidated financial statements for further details regarding this off-balance sheet program.
Cash Flows
The following table presents cash flow for the periods indicated:
Six Months Ended June 30,
2026 2025
(Millions of U.S. dollars)
Cash provided by (used in) operating activities $ 37 $ (4)
Cash used in investing activities (97) (176)
Cash provided by financing activities 57 156
Effects of exchange rate changes on cash and cash equivalents and restricted cash (2) 5
Net decrease in cash and cash equivalents and restricted cash $ (5) $ (19)
Cash Flows provided by (used in) Operating Activities — Cash provided by operating activities of $37 million is primarily driven by $24 million of net loss adjusted for non-cash items and a net cash inflow of $13 million related to changes in assets and liabilities. The following table provides our net cash provided by (used in) operating activities for the six months ended June 30, 2026 and 2025:
Six Months Ended June 30,
2026 2025
(Millions of U.S. dollars)
Net loss $ (277) $ (196)
Adjustments for non-cash items 301 323
Income related cash generation 24 127
Net change in assets and liabilities 13 (131)
Cash provided by (used in) operating activities $ 37 $ (4)
Net cash provided by operating activities increased by $41 million year-over-year from $4 million cash used in operating activities in the prior year to $37 million of cash provided by operating activities during the current year. This increase was primarily due to an increase in cash provided by net assets and liabilities. The higher cash provided by working capital was primarily driven by an increase in cash provided by inventories of $267 million partially offset by an increase in use of cash
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for accounts payable and accrued liabilities of $61 million, an increase in the cash used related to accounts receivable of $55 million and a decrease in the cash provided by prepaids and other assets of $8 million.
Cash Flows used in Investing Activities — Net cash used in investing activities for the six months ended June 30, 2026 was $97 million as compared to $176 million for the same period in 2025 primarily due to lower capital expenditures of $112 million during the current year as compared to $193 million in the prior year partially offset by $15 million of cash received primarily for the disposition of Fuzhou, (see note 2 in notes to condensed consolidated financial statements for further details).
Cash Flows provided by Financing Activities — Net cash provided by financing activities during the six months ended June 30, 2026 was $57 million as compared to cash provided by financing activities of $156 million for the six months ended June 30, 2025. The six months ended June 30, 2026 was primarily comprised of net proceeds from short-term debt of $17 million and proceeds of $75 million from the sale and leaseback transaction partially offset by repayments of long-term debt of $16 million and dividend payments of $16 million. The six months ended June 30, 2025 was primarily comprised of net proceeds from short-term debt of $192 million partially offset by repayments of long-term debt of $14 million and dividend payments of $20 million.
Contractual Obligations
The following table sets forth information relating to our contractual obligations as of June 30, 2026:
Contractual ObligationPayments Due by Year (3)(4)
Total Less than 1 year 1-3 years 3-5 years More than 5 years
(Millions of U.S. dollars)
Long-term debt, net and lease financing (including interest) (1) $ 4,102 $ 323 $ 1,160 $ 1,716 $ 903
Purchase obligations (2) 3,379 350 434 297 2,298
Operating leases 302 38 67 54 143
Asset retirement obligations and environmental liabilities(5) 525 30 67 97 331
Total $ 8,308 $ 741 $ 1,728 $ 2,164 $ 3,675
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(1)We calculated the 2024-B Term Loan Facility interest at a SOFR plus a margin of 2.50%, the 2024 Term Loan Facility at a SOFR plus a margin of 2.25%, and the RMB Term Loan at a JIBAR plus a margin of 2.35%. See Note 13 of notes to our unaudited condensed consolidated financial statements for further details, including the maturity date of the Company's 9.125% Senior Secured Notes due 2030. Lease financing includes obligations associated with finance leases and the sale and leaseback transaction as further discussed in Note 7 to the notes to the condensed consolidated financial statements.
(2)Includes obligations for purchase requirements of process chemicals, supplies, utilities and services. We have various purchase commitments for materials, supplies, and services entered into in the ordinary course of business. Included in the purchase commitments table above are contracts, which require minimum volume purchases that extend beyond one year or are renewable annually and have been renewed for 2026. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. We believe that all of our purchase obligations will be utilized in our normal operations.
(3)The table excludes contingent obligations, as well as any possible payments for uncertain tax positions given the inability to estimate the possible amounts and timing of any such payments.
(4)The table excludes commitments pertaining to our pension and other postretirement obligations.
(5)Asset retirement obligations and environmental liabilities are shown at the undiscounted and uninflated values.
Non-U.S. GAAP Financial Measures
EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of Net Sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are used
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by management to measure performance, are not presented in accordance with U.S. GAAP. We define EBITDA as net loss excluding the impact of income taxes, interest expense, interest income and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA excluding the impact of nonrecurring items such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. Adjusted EBITDA also excludes non-cash items such as share-based compensation costs, pension and postretirement costs, and realized and unrealized foreign currency remeasurement gains and losses. We define Adjusted net loss attributable to Tronox as net loss attributable to Tronox excluding the impact of nonrecurring items which the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses. We define Diluted adjusted net loss per share attributable to Tronox as Diluted net loss per share excluding the impact of nonrecurring items which are the Company believes are not indicative of its core operating results such as restructuring charges, gain or loss on debt extinguishments, impairment charges, gains or losses on sale of assets, acquisition-related transaction costs and pension settlements and curtailment gains or losses.
Management believes that EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA are useful to investors, as it is commonly used in the industry as a means of evaluating operating performance. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. Since other companies may calculate EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA differently than we do, EBITDA, Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, as presented herein, may not be comparable to similarly titled measures reported by other companies. Management believes these non-U.S. GAAP financial measures:
•reflect our ongoing business in a manner that allows for meaningful period-to-period comparison and analysis of trends in our business, as they exclude income and expense that are not reflective of ongoing operating results;
•provide useful information in understanding and evaluating our operating results and comparing financial results across periods; and
•provide a normalized view of our operating performance by excluding items that are either noncash or infrequently occurring.
These non-U.S. GAAP measures are the primary measures management uses for planning and budgeting processes, and to monitor and evaluate financial and operating results. In addition, Adjusted EBITDA is a factor in evaluating management’s performance when determining incentive compensation.
The following table reconciles net loss to EBITDA and Adjusted EBITDA, Adjusted EBITDA as a % of net sales for the periods presented and Net Debt to Trailing Twelve Months Adjusted EBITDA as of June 30, 2026 and December 31, 2025:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(Millions of U.S. dollars)
Net loss (U.S. GAAP) $ (173) $ (85) $ (277) $ (196)
Interest expense 56 45 109 87
Interest income — (1) (2) (3)
Income tax provision 106 4 106 9
Depreciation, depletion and amortization expense 76 74 151 145
EBITDA (non-U.S. GAAP) 65 37 87 42
Gain on sale of Fuzhou (a) (20) — (20) —
Share-based compensation (b) 5 4 11 9
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Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c) 6 7 10 14
Accounts receivable securitization program (d) 4 3 7 7
Foreign currency remeasurement (e) 7 (2) 14 (1)
Restructuring and other charges (f) 4 42 18 128
Other items (g) 2 2 8 6
Adjusted EBITDA (non-U.S. GAAP) $ 73 $ 93 $ 135 $ 205
Three Months Ended June 30,
2026 2025
Net sales $ 868 $ 731
Net loss (U.S. GAAP) (173) (85)
Net loss (U.S. GAAP) as a % of Net sales (19.9) % (11.6) %
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales 8.4 % 12.7 %
June 30, 2026 December 31, 2025
Long-term debt, net $ 3,123 $ 3,132
Short-term debt 68 51
Long-term debt due within one year 39 39
(Less) Cash and cash equivalents (194) (199)
Net debt (1) $ 3,036 $ 3,023
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) 266 336
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 11.4x 9.0x
(a) Represents the gain on the sale of Fuzhou.
(b) Represents non-cash share-based compensation. See Note 19 of notes to unaudited condensed consolidated financial statements.
(c) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(d) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(e) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(f) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures. Refer to Note 2 to notes to unaudited condensed consolidated financial statements for further details.
(g) Includes noncash pension and postretirement costs, asset write-offs and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(1) Net debt calculation excludes our other financing arrangements discussed in Note 7 of notes to the condensed consolidated financial statements.
The following table reconciles trailing twelve month net loss to EBITDA and Adjusted EBITDA as of June 30, 2026:
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Three Months Ended Trailing Twelve Month Adjusted EBITDA
September 30, 2025 December 31, 2025 March 31, 2026 June 30, 2026
Net loss (U.S. GAAP) $ (100) $ (177) $ (104) $ (173) $ (554)
Interest expense 48 54 53 56 211
Interest income (1) (2) (2) — (5)
Income tax provision (benefit) 8 (2) — 106 112
Depreciation, depletion and amortization expense 75 82 75 76 308
EBITDA (non-U.S. GAAP) 30 (45) 22 65 72
Gain on sale of Fuzhou (a) — — — (20) (20)
Share-based compensation (b) 5 6 6 5 22
Foreign currency remeasurement (c) — 7 7 7 21
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (d) 6 (11) 4 6 5
Accounts receivable securitization program (e) 3 3 3 4 13
Restructuring and other charges (f) 25 79 14 4 122
Other items (g) 5 18 6 2 31
Adjusted EBITDA (non-U.S. GAAP) $ 74 $ 57 $ 62 $ 73 $ 266
(a) Represents the gain on the sale of Fuzhou.
(b) Represents non-cash share-based compensation.
(c) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(d) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(e) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure.
(f) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.
(g) Includes noncash pension and postretirement costs, asset write-offs, severance expense and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
The following table reconciles Net loss attributable to Tronox to Adjusted net loss attributable to Tronox for the periods presented:
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Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(Millions of U.S. dollars) (Millions of U.S. dollars)
Net loss attributable to Tronox Holdings plc (U.S. GAAP) $ (171) $ (84) $ (274) $ (195)
Gain on sale of Fuzhou (a) (20) — (20) —
Restructuring and other charges (b) 4 38 18 124
Tax valuation allowance (c) 103 — 103 —
Other (d) 2 1 3 2
Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP) $ (82) $ (45) $ (170) $ (69)
Diluted net loss per share (U.S. GAAP) $ (1.07) $ (0.53) $ (1.72) $ (1.23)
Gain on sale of Fuzhou, per share (0.13) — (0.13) —
Restructuring and other charges, per share 0.03 0.24 0.12 0.78
Tax valuation allowance, per share 0.65 — 0.65 —
Other, per share 0.01 0.01 0.01 0.01
Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (1) $ (0.51) $ (0.28) $ (1.07) $ (0.44)
Weighted average shares outstanding, diluted (in thousands) 159,841 158,561 159,444 158,358
(a) Represents the gain on the sale of Fuzhou.
(b) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.
(c) Represents the establishment of a valuation allowance against certain state deferred tax assets within our US jurisdiction.
(d) Represents other activity not representative of the ongoing operations of the Company.
(1) Diluted adjusted net loss per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net loss attributable to Tronox Holdings plc and share information.
Recent Accounting Pronouncements
See Note 1 of notes to unaudited condensed consolidated financial statements for recently issued accounting pronouncements.
Environmental Matters
We are subject to a broad array of international, federal, state, and local laws and regulations relating to safety, pollution, protection of the environment, and the generation, storage, handling, transportation, treatment, disposal, and remediation of hazardous substances and waste materials. In the ordinary course of business, we are subject to frequent environmental inspections and monitoring, and occasional investigations by governmental enforcement authorities. Under these laws, we are or may be required to obtain or maintain permits or licenses in connection with our operations. In addition, under these laws, we are or may be required to remove or mitigate the effects on the environment of the disposal or release of chemical, petroleum, low-level radioactive and other substances at our facilities. We may incur future costs for capital improvements and general compliance under environmental, health, and safety laws, including costs to acquire, maintain, and repair pollution control equipment. Environmental laws and regulations are becoming increasingly stringent, and compliance costs are significant and will continue to be significant in the foreseeable future. There can be no assurance that such laws and regulations or any environmental law or regulation enacted in the future is not likely to have a material effect on our business. We believe we are in compliance with applicable environmental rules and regulations in all material respects.
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