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A. History and Development of the Company
Titan America SA was incorporated in Belgium on July 17, 2024 and is a limited liability company (société anonyme/naamloze vennootschap) under Belgian law. We are registered with the Register of Legal Entities (registre des personnes morales/rechtspersonenregister) of Brussels (French-speaking division) and are registered with the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises/Kruispuntbank van Ondernemingen) under number 1011.751.174.
We are majority owned by Titan SA, the parent company of the Titan group of companies. Established in 1902 in Greece, Titan SA is a multinational cement and building materials producer with cement production facilities in ten countries, serving customers in more than 25 countries globally. As of the date of this Annual Report, Titan SA beneficially owns approximately 87% of our common shares. We are a “controlled company” under corporate governance standards and to take advantage of certain corporate governance exceptions related thereto.
In 2023, we completed a $73 million investment at our terminal at Port Tampa Bay, Florida (our “Port Tampa Bay Terminal”) and our terminal at Norfolk, Virginia (our “Norfolk Terminal”), constructing new domes, adding multi-product storage capacity of approximately 70,000 tons each, as well as on other repairs and refurbishments.
On February 10, 2025, we completed our initial public offering of 24,000,000 common shares (the “IPO”). The IPO was comprised of a primary offering of 9,000,000 newly issued common shares and a secondary offering of 15,000,000 existing common shares. The common shares were sold at an offering price of $16.00 per share, generating proceeds of approximately $136.8 million, after deducting underwriting discounts and other commissions. Our common shares began trading on the New York Stock Exchange on February 7, 2025 under the symbol “TTAM”.
On March 11, 2025, the underwriters exercised a portion of their overallotment option and purchased 580,756 additional existing shares from Titan SA (the selling shareholder). The Company did not receive any additional proceeds from the sale of these shares. As of the date of this Annual Report, the Company has a total of 184,362,465 common shares issued and outstanding.
Our registered office is located at Place Sainte-Gudule 14, 1000 Brussels, Belgium and our telephone number is +32 2 726 80 58. Our website is www.titanamerica.com. Our agent for service of process in the United States is John Christy, 5700 Lake Wright Drive, Suite 300, Norfolk, Virginia 23502.
We file reports and other information with the SEC pursuant to the SEC’s rules and regulations that apply to foreign private issuers. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Titan America’s electronic filings are available for viewing on this website, at https://www.sec.gov.
Principal Capital Investments
In the fiscal years ended December 31, 2023, 2024 and 2025, our net capital expenditures were $118.6 million, $137.3 million and $163.3 million, respectively. The funding requirements of such various capital expenditures were financed by cash provided principally by operating and financing activities or the existing balance of cash and cash equivalents.
We prioritize growth and productivity initiatives, and our investments focus on enhancing logistics capabilities, expanding cement and aggregate production, and strengthening our downstream product lines. Simultaneously, we invest in maintenance activities to support cement and quarry production, as well as the enhancement of storage facilities across our network.
B. Business Overview
Titan America is a leading vertically integrated, multi-regional manufacturer and supplier of heavy building materials and services operating primarily in Florida, the New York and New Jersey Metropolitan area (“Metro New York”), Virginia, North Carolina and South Carolina (Virginia and the Carolinas, together with Metro New York and their adjacent areas, the “Mid-Atlantic”). We are a leading provider of materials that contribute to lower carbon emissions than traditional building materials and/or beneficial
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reuse of waste materials. We serve markets that benefit from population growth, economic growth and technology and innovation trends that are among the strongest in the United States.
We operate and maintain two cement plants, three multi-product marine import terminals, seven active mine locations, 82 ready-mix locations with 96 batch plants, eight concrete block locations with 13 production lines, seven fly ash plants and 22 distribution hubs that can handle various combinations of our products.
Due to the regional nature of our business, we report our operating results in two reportable segments: Florida and Mid-Atlantic. We run our operations nimbly allowing us to pivot resources to markets we support with the greatest demand based on market conditions.
Florida Reportable Segment
Our Florida reportable segment consists of our cement, aggregates, ready-mix concrete, concrete block and fly ash operations in the state of Florida. We currently operate one cement plant, three mines, 41 ready-mix locations with 48 batch plants, eight concrete block locations with 13 production lines, two fly ash facilities and one multi-product marine import terminal along with related logistics infrastructure.
For fiscal year ended December 31, 2025, 2024 and 2023, our Florida reportable segment revenue by product type, internal trading activity, and segment external revenue were as follows:
($ in thousands) 2025 2024 2023
Revenue by product type
Cement $ 414,519 $ 422,889 $ 423,137
Aggregates 195,698 157,459 137,986
Ready-mix concrete 469,676 465,023 448,359
Concrete block 147,655 153,474 140,128
Fly ash 22,270 19,508 16,349
Other goods and services 5,234 15,762 20,126
Revenue (including internal trading) $ 1,255,052 $ 1,234,115 1,186,085
Less: Internal trading activity (230,637) (236,540) (216,153)
Segment External Revenue $ 1,024,415 $ 997,575 $ 969,932
Cement Operations
Our Florida reportable segment operates our Pennsuco plant in Medley, Florida, which is the largest cement plant in the State of Florida by capacity, according to the 2024 North American Cement Directory (SEMCO Publishing, 2024). Our Pennsuco plant currently has a cement production capacity of 2.4 million tons, which, through ongoing focused and strategic investments, we expect will increase to over 2.9 million tons by 2030. 100% of our Pennsuco facility’s production contains a minimum 10% lower CO2 emissions than standard use ordinary Portland cement (“Lower-Carbon Cement”).
Our Pennsuco plant has a cement storage capacity of approximately 72,000 tons across 12 silos. Additionally, the plant offers approximately 67,350 tons of clinker storage capacity. Ongoing investments that are planned for completion in fiscal year 2026 are expected to add 30,000 tons of clinker storage capacity. Our logistics capabilities are underpinned by high-capacity rail lines with a direct connection to the Florida East Coast (“FEC”) Railway and truck loadout capacity with four loadout bays operating 24 hours, seven days a week. An on-site packaging facility at Pennsuco supports our position as the number one producer and marketer of packaged masonry and stucco cement in Florida according to USGS data and our production of packaged masonry and stucco cement in Florida.
We invested $14 million in an alternative fuel processing facility at Pennsuco that can produce a consistent heat value fuel for its kiln by processing and blending commercial and industrial waste. We have secured multi-year contracts to supply feedstock streams. This alternative fuel facility was commissioned in late 2019. The facility has opened the options for various fuel streams to be used in the Pennsuco plant (both commercial and industrial waste). Based on performance of the facility, and the capabilities of the
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kiln, we have invested further into a second feeding line to increase the total consumption capability of alternative fuels of up to 60%. The later investment of $6.5 million is entering its last phase, with a total spending of $2.5 million in 2025, and is expected to be completed by mid 2026. The Pennsuco plant has the proper infrastructure and is permitted to receive, process and utilize several different conventional fuels and alternative fuels.
Our investment in rail-served cement capacity has resulted in two additional terminals in Edgewater and Jacksonville, Florida, allowing for cost-effective transportation and distribution of our products throughout the east coast of Florida.
To efficiently and effectively provide cement products to the Gulf Coast and central regions of Florida, we have invested in building out intermodal logistics capabilities at our Port Tampa Bay Terminal. The import facility includes silos and a dome with approximately 70,000 tons of capacity that was commissioned in July 2023. These improvements allow us the capability to handle multiple products with a total storage capacity of approximately 120,000 tons of cement and cementitious materials.
Our Port Tampa Bay Terminal can receive 75,000-ton vessels, providing cost effective import capabilities into the Florida market where barriers to entry are high and opportunities for import terminals within the state are few. 100% of the grey cement imported to our Port Tampa Bay Terminal is Lower-Carbon Cement. Our Port Tampa Bay Terminal’s strategic location in Tampa, rail capabilities and multi-product capabilities, including IL and SCMs, allow us to effectively service the entire peninsula of Florida. Our Port Tampa Bay Terminal includes three truck loadouts and a rail loadout on the CSX rail line. Our Port Tampa Bay Terminal has also averaged over 750,000 tons of imported cement annually over the last three years, with an ability to manage approximately 2.5 million tons of cement annually.
Aggregates
Our aggregate operations include three mining locations with eight rail terminals as of December 31, 2025. Our Pennsuco aggregate operation is one of the largest quarries in Florida and is adjacent to our Pennsuco cement plant. Situated on the FEC rail line allows us to supply Pennsuco aggregate from Miami-Dade County all the way to Jacksonville utilizing our network of terminals. The hard limestone rock requires drilling and blasting before excavation. Our three large mining draglines provide significant excavation capacity.
Our cement and aggregate plants are connected to our mining operations with an overland conveyor system to reduce haul distance and minimize the need for mobile equipment. The processing plant receives run-of-mine aggregates and produces both finished and fractionated products for blending rail shipments or special orders. The aggregate loadout includes truck and rail loading with a rail-loading capacity of 97 railcars per day and the ability to store more than 200 railcars on site. The Pennsuco rail yard is served by the FEC Railway, providing access to the network of terminals and aggregate distribution yards along the FEC Railway.
We are also permitted and able to import, store and ship over 700,000 tons of aggregates per year at our Port Tampa Bay Terminal.
Ready-Mix Concrete
The Florida ready-mix business includes 48 batching units at 41 locations servicing the entire peninsula of Florida, capable of handling multiple cements and SCMs and producing a broad array of high-performing concrete mixes suitable for complex construction applications. Additional investment is underway to include additional batching units with the goal of expanding our footprint.
We also provide our customers with portable ready-mix plant capabilities for large projects requiring high-volume and flexible delivery. Additionally, we support our customers in adopting and integrating new products developed us through our innovation and product quality function, as well as optimizing their mix designs and production processes.
Our ready-mix business is fully back-integrated, with access to a strategically-located and reliable supply of primary raw materials, mainly cement and aggregate needed for concrete production.
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Concrete Block
Our concrete block business includes both retail and business-to-business channels. The 13 flexible production units are strategically located throughout our markets to support over 200 retail home improvement stores and key masonry contractors. We believe the Pennsuco facility, with four production units, is one of the largest single-block plants in Florida by production capacity as of December 31, 2025, capable of producing over 20 million concrete blocks annually. Each location produces both standard and specialty concrete block, maintaining a mix of products in stock to reduce transportation costs and customer response time. The manufacturing process involves utilizing our nearest distribution locations for aggregates and cement. Additional growth investments include two new production facilities currently under development.
Fly Ash
We utilize fly ash in our cement and ready-mix manufacturing, which is partly supplied from two processing plants operated by Separation Technologies (“ST”) (TECO and Crystal River). Our TECO facility has access to ST Equipment and Technology’s (“STET”) proprietary electrostatic technology and ammonia removal technology. These systems serve to assure concrete-grade fly ash quality regardless of the quality generated from the power plant. Additionally, the TECO facility has 30,000 tons of feed storage and 20,000 tons of final product storage capacity to partially mitigate some of the vagaries in ash generation by the power plant. Our Crystal River ash source attains product specification without processing and is interchangeable with ash sourced from the TECO facility.
We also import fly ash through the Port Tampa Bay facility to supply external customers and internal needs.
Mid-Atlantic Reportable Segment
Our Mid-Atlantic reportable segment consists of our cement, aggregates, ready-mix concrete and fly ash operations throughout the Mid-Atlantic region, most concentrated in Virginia, North Carolina, South Carolina, New York and New Jersey, and capable of serving surrounding states such as Maryland, West Virginia, Kentucky, Tennessee, Pennsylvania, Ohio and Indiana with fly ash. We currently operate one cement plant, four mines, two multi-product marine import terminals, 41 ready-mix locations with 48 batch plants, five fly ash plants, and related logistics infrastructure and rail terminals.
For fiscal year ended December 31, 2025, 2024 and 2023, our Mid-Atlantic reportable segment revenue by product type, internal trading activity and segment external revenue were as follows:
($ in thousands) 2025 2024 2023
Revenue by product type
Cement $ 391,567 $ 405,103 $ 411,558
Aggregates 13,070 14,305 15,053
Ready-mix concrete 280,928 270,478 245,931
Fly ash 22,197 16,533 13,945
Revenue (including internal trading) $ 707,762 $ 706,419 $ 686,487
Less: Internal trading activity (67,989) (71,473) (66,804)
Segment External Revenue $ 639,773 $ 634,946 $ 619,683
Cement Operations
Our Mid-Atlantic reportable segment operates the only cement plant in the Commonwealth of Virginia, our Roanoke Plant. Our Roanoke Plant’s current cement production capacity is 1.5 million tons, and investment is underway with the goal of increasing production capacity to 1.8 million tons by 2030.
Our Roanoke Plant maintains high-capacity rail and truck loadout capabilities, with a maximum storage capacity of over 90,000 tons dedicated to cement with silos directly or indirectly connected to the loadout bays and the packaging operation. Over the last four years, we invested over $6.0 million to refurbish and restore most of the cement silos in our Roanoke Plant and increase the
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rate of transfer from cement silos to loading bays. In addition, our Roanoke Plant has dedicated clinker storage with a total capacity of 50,000 tons.
The Mid-Atlantic cement operations also include the Norfolk Terminal, with 28,000 tons of silo storage and a dome with approximately 70,000 tons of capacity that was commissioned in December 2023. Together, these improvements allow us to handle multiple products with a total storage capacity of nearly 100,000 tons of cement and cementitious materials. Our Norfolk Terminal can receive 55,000-ton vessels and also includes two truck loadouts, a rail loadout and a hybrid truck/rail loadout capable of shipping on either the CSX or on the Norfolk Southern rail lines. Our Norfolk Terminal averaged over 450,000 tons of cement imports annually over the last three years, with an ability to manage approximately 1.9 million tons of cement annually.
The Roanoke Plant’s location also makes it the closest cement plant to key markets in North Carolina. We believe that our proximity to key, growing markets combined with our extensive intermodal logistics capabilities positions us to effectively serve our markets and customers in Virginia, Tennessee, West Virginia, North Carolina and South Carolina.
Our Mid-Atlantic cement operation also operates our Essex Terminal, with a storage capacity of 65,000 tons. Our Essex Terminal can receive and unload 55,000-ton vessels and distribute product with three high-capacity automated truck loadouts. Our Essex Terminal averaged over 750,000 tons of cement imports annually over the last three years, effectively serving Metro New York.
Aggregates
We operate four aggregate facilities under the name of Titan Mid-Atlantic Aggregates LLC, strategically located to support our vertical integration model. Our operation in New Castle, Virginia supplies critical minerals to the Roanoke Plant for the manufacture of clinker which assures long-term, secure sourcing and supplies concrete grade masonry and asphalt sand to external ready-mix concrete, fiber board siding and asphalt paving customers. Our Mid-Atlantic aggregates business also includes operations in Sussex County, Branchville and Stuarts Draft, Virginia. These facilities self-supply into our internal ready-mix concrete business providing supply security. All of our aggregate facilities produce concrete, asphalt, and masonry sands as well as critical minerals with vertically integrated downstream channels to market through cement and ready-mix.
Ready-Mix Concrete
Our concrete products business in Mid-Atlantic consists of 48 ready-mix batch plants across 41 sites, with 24 plants in Virginia and 24 plants in the Carolinas, each capable of handling multiple cements and SCMs and producing a broad array of high-performing concrete mixes suitable for any type of complex construction application. Our Mid-Atlantic ready-mix plant portfolio includes portable ready-mix plant capabilities for large infrastructure projects that require high-volume dedicated and flexible delivery as well as rapid entry into new locations.
Fly Ash
Our Mid-Atlantic fly ash business consists of a large network of fly ash sources in the Mid-Atlantic region, located in Baltimore, Maryland and York Haven, Pennsylvania (both with proprietary electrostatic separation processing systems and a combined 87,000 tons of product storage), Maidsville, West Virginia, Brilliant, Ohio and Madison, Indiana. These sources provide fly ash that has either been processed using a proprietary technology or meets required ASTM specifications without processing supplying material for both internal use by our concrete businesses as well as direct sales to customers.
Key Recent Investments and Initiatives
Our recent investments as described above seek to capitalize on dynamic growth themes in the U.S. economy, including circular economy, resilient urbanization, infrastructure modernization, refurbishment and renovation, new construction technologies, high-performance products and decarbonization. We believe these initiatives contribute to and will act as significant drivers of growth.
Circular Economy
To promote a circular economy, we focus on recycling and reusing materials. Our recycled aggregates and crushed concrete initiatives involve converting waste materials into valuable construction resources, thereby reducing the need for virgin raw materials. Our use of alternative fuels showcases our innovative methods to repurpose industrial byproducts. 10% to 15% of the raw materials used for clinker and cement production are byproducts of other industrial processes.
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Resilient Urbanization
We contribute to resilient urbanization by developing products and solutions designed for urban environments facing the effects of climate change. The inherent strength and durability of concrete construction enable communities to mitigate damage and recover faster from extreme weather. As more communities invest in infrastructure to combat the effects of extreme weather and sea-level rise, concrete is expected to be a material of choice for critical infrastructure. Our high-durability products, including marine and underwater concrete, are designed to survive harsh conditions. Our products contribute to extended service life of critical infrastructure in even the harshest conditions in our markets, increasing the availability and reducing the need for maintenance and repairs.
Infrastructure Modernization
Infrastructure modernization is at the core of our strategy, with significant investments in advanced materials and technologies. Our investments in pre-cast technologies and mobile ready-mix concrete plants are designed to meet the increasing demands for modern infrastructure. These initiatives are designed to ensure the timely and efficient delivery of high-quality construction materials for new roads, bridges and public facilities.
Home Refurbishment and Renovation
We support the large and growing home refurbishment and renovation market with a variety of products that allow contractors and homeowners to refresh the exteriors of their existing buildings with high-quality and high-performance materials. We provide a variety of products tailored for the refurbishment and renovation market, including concrete block, stucco, and mortar offerings. Further, we are expanding our product line to include precast lintels and sills—key structural elements that enhance both the functionality and appearance of residential properties.
In addition to our core refurbishment and repair product offerings, we are also exploring expansion into other critical areas of exterior home renovation, with the goal of ensuring that our product portfolio is comprehensive and caters to the diverse needs of our customer base.
New Construction Technologies
We are at the forefront of the implementation and commercialization of new construction technologies, particularly with our 3D printing initiatives. Our partnerships with 1Print and Natrx for the production and development of high-performance concrete utilizing our proprietary 3D mortar formulations exemplify our commitment to innovation. These technologies enable more efficient and precise construction methods, reducing waste and enhancing structural integrity. Additionally, our extended joint-spacing concrete technology provides durable flooring solutions, crucial for modernizing warehouses and distribution centers, enhancing their longevity and performance while also allowing for the implementation of automation technology.
High-Performance Products
Our portfolio includes high-performance concrete and cementitious products tailored to meet increasingly demanding construction needs for infrastructure and commercial markets. High-strength and high-modulus elasticity concretes are designed for increasingly tall and slender high-rise buildings in major urban markets. High-durability concretes are developed for projects requiring extended service life in extreme conditions, including landmark tunnels and bridges. These products include marine and underwater concretes designed for saltwater exposure. Our GreenCrete® product line provides independently validated less carbon-intensive concrete mixtures (based on third-party measurements of embodied CO2 content relative to industry benchmark specifications) while enhancing performance across all applications. Our lower carbon and high performing cements and supplementary cementitious materials are critical to enable these concrete mixes. We believe that our high-performance products not only enhance the quality of construction but also support sustainable and resilient development.
Decarbonization
We are actively pursuing decarbonization by leveraging new technologies and high-performance products. The direct CO2 emissions related to cement production originate primarily from the sintering of raw materials (primarily limestone) and the fuel combustion necessary to produce clinker, which is the main component of cement. We have been focusing on reducing the CO2 emissions related to clinker production by utilizing higher amounts of alternative fuels and natural gas in our kilns. In addition, we are
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actively pursuing government funds to explore and develop new sustainable technologies including indirect calcination to further reduce the CO2 emissions of our clinker.
We have developed new cement types requiring less carbon intensive inputs that perform equally or better than conventional cements, resulting in lower CO2 content of the final product. We have replaced over 95% of our Ordinary Portland Cement (“OPC”) with Lower-Carbon Cement, improving the CO2 emissions per ton of product by up to 10% compared to OPC. We are currently investing in the development of our Type IT cement (a ternary cement blend) that requires even less amount of clinker while delivering equal or better performance than Lower-Carbon Cement. Depending on the type of SCM used (such as fly ash, slag, calcined clay or natural pozzolans) the total reduction in clinker quantity can reach up to 50% compared to OPC cements, resulting in a significant reduction of the CO2 emissions per ton of product.
Utilizing greener cement types such as Type IL and Type IT, developing new concrete formulations (such as GreenCrete®) and deploying AI/ML solutions to improve the batching accuracy and the quality control of our ready-mix process will further reduce the overall carbon footprint in our concrete products, supporting our commitment of net-zero GHG emissions by 2050. Our investments in recycled aggregates further support our commitment to sustainable construction practices. Our investment in the production of calcined clay will offer our Roanoke cement operation the ability to produce a high performing Type IT cement with locally-sourced raw materials. Also, the use of natural pozzolans at our plants as the main ingredient of Type IT cement is part of our broader strategy to enhance our product offerings and meet the increasing demand for sustainable construction materials.
Cement manufacturing requires significant amounts of fuel to generate the right temperatures for the raw materials inside the kiln’s different physical and chemical transformations. Through investigating ways of reducing the use of fossil fuels, we developed our alternative fuels program, which takes different non-hazardous waste streams from a wide array of sources, industries and economic sectors and transforms them into fuel for our manufacturing facilities, reducing a portion of the need for fossil fuels and raw materials, while providing an environmentally and economically sound alternative to landfills and reducing our net emissions of GHGs.
Our alternative fuels program is a zero-waste solution, as no residue or combustion byproduct is generated. The clinker manufacturing process, which involves high temperatures (up to 3,600° F), high turbulence and long residence times in the kiln, facilitates the nearly complete destruction of any harmful chemical compounds emitted by the clinkering process, which is continuously monitored by certified emission monitoring systems according to federal and state regulations.
Our cement plants are permitted to utilize a variety of fuels such as coal, pet coke, natural gas, used oil, biomass and waste-derived fuels, which allows us to flex to the optimal fuel source, achieving the lowest cost and/or CO2 emissions.
We invested $14 million to build an alternative fuel processing and production facility at our Pennsuco plant, utilizing commercial and industrial waste streams to manufacture our alternative fuels. A further investment of $6.5 million for an additional feeding line is entering its last phase, and is anticipated to be completed by mid 2026. Pennsuco one of the few cement plants in Florida to have a solid waste processing permit, allowing for true, vertically-integrated alternative fuel production capabilities. Additionally, the Roanoke Plant can feed multiple solid alternative fuels with technical capabilities able to reach up to 30% thermal substitution rate, depending on the quality of the fuels.
Since 2019, our decarbonization efforts have led to an almost 20% reduction in CO2 emissions intensity, from 718 kg of net CO2/metric ton cementitious in 2019 to 587 kg/mt at the end of 2025. Net CO2 emissions exclude all CO2 generated from the combustion of alternative fuels since they are treated as carbon neutral. Utilization of alternative fuels results in indirect GHG (not only CO2) savings at landfills and incineration plants where these wastes may otherwise be disposed of. When such waste streams decompose at the landfills, more of the organic carbon will partially convert to methane which is 28 times more potent than CO2 for heat trapping. These savings can partly, fully or more than fully offset the direct CO2 emissions from waste combustion at the cement plant, so they are excluded in the reporting of the net CO2 emissions according to reporting guidelines adopted by the Global Cement Concrete Association in 2018.
Digital Transformation
We are also committed to digital transformation. We have adopted AI/ML technologies to increase plant reliability and capacity utilization, improve product quality, proactively manage operating and maintenance costs and improve energy efficiency.
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These initiatives place our cement plants in the top five most efficient in the U.S. cement industry out of companies participating in a 2024 ACA survey.
We created a Digital Center of Excellence in 2022, which has driven digital transformation across our entire supply chain and fostered continuous improvement and fine-tuning of existing industrial AI/ML solutions, as well as the development and implementation of similar solutions in our commercial and logistics activities. With our cement manufacturing plants fully end-to-end digitalized, we recently implemented a new-to-market dynamic logistics and decision support system based on real-time data analytics and optimization algorithms that improve customer service and reduce logistics costs. This sophisticated AI/ML application provides optimum planning and scheduling of product deliveries, taking into consideration disruptions related to weather and/or real-time traffic events. Our Digital Center of Excellence is also testing and exploring new technologies, including robotics, drones, autonomous vehicles, remote-operated mining equipment and other cutting-edge technology.
This digital transformation strategy allows us to connect our logistics network further downstream, helping us better serve our customers. A recently developed and deployed AI/ML solution that allows for real-time optimization of the logistics and distribution of our ready-mix concrete products and has shown positive results and productivity improvements for our Florida ready-mix business. It was deployed in the Mid-Atlantic business segment in 2025.
Our investments in state-of-the-art operations and process control systems have also resulted in the deployment of predictive maintenance systems, based on data analytics for equipment faults and process anomaly detection to improve the reliability of our operations and predictive quality analytics that improve product quality and consistency.
Separation Technologies and SCMs
Addressing the need for eco-friendly and green concrete alternatives to traditional cement, ST is a market leader in fly ash beneficiation and marketing, replacing certain inputs in the cement and concrete manufacturing processes with an industrial waste stream that would otherwise be landfilled, significantly improving the green attributes of our products.
ST uses a proprietary and proven fly ash beneficiation process that produces fly ash, an almost-zero CO2 specification grade SCM, that can be used as an additive in novel blended cements or as a partial replacement for cement in ready-mix concrete. Fly ash is the by-product of coal combustion for the generation of electricity from power plants. Since all of the CO2 emitted during the electricity generation is accounted for at the power plant, the fly ash produced does not result in any independent CO2 separate from the coal combustion. The technology uses an electrostatic process to remove any excess unburnt carbon in the fly ash, making it usable for concrete production. This process results in zero direct CO2 emissions because it does not involve any fuel combustion. However, in certain cases where power plants utilize ammonia for their environmental controls, the resulting fly ash requires further processing with a proprietary ammonia removal process also developed by ST. This process requires combustion of natural gas which emits low amounts of CO2; thus, the “almost-zero CO2” footprint of this material. Similarly, if the source of fly ash is from landfill and pond impoundments, it will require drying through combustion of fuels (usually natural gas) prior to electrostatic processing, which results in low amounts of CO2 emissions. Overall, when compared to cement, the resulting CO2 footprint of processed fly ash is significantly lower and helps improve the overall carbon footprint of concrete when used as a cement substitute.
Complementing the proprietary fly ash beneficiation technology are other processes ST has developed for the re-burn and reuse of unburned coal. Electrostatic separation of unburnt carbon from the processed fly ash results in the production of a higher-carbon content material trademarked as EcoTherm® . This material can be returned to the utility for reburn, substituting part of the coal used for electricity generation or used as an additive for clinker production, replacing a small portion of raw materials and fuel needed for this process. In addition to ST’s processed ash facilities, we have additional locations under contract with electric utilities for the sale and marketing of other lower carbon, concrete-grade fly ash in Florida, Maryland, Pennsylvania, Indiana, Ohio and West Virginia.
Additionally, the technology has been adapted to produce specification-grade SCM from fly ash that has been disposed of in landfill and pond impoundments. The deployment of this technology in the reclamation of ash landfills will be driven not only by those cement companies seeking to develop long-term reserves of SCMs to achieve their decarbonization goals, but also by electric utilities seeking to remediate these ash impoundments to comply with regulatory or stakeholder pressure. This push by electric utilities to remediate ash disposal impoundments is a growing trend driven by recently promulgated U.S. EPA coal combustion residual rules, state-level mandates and shareholder and non-governmental organization pressure.
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The development of projects using this proprietary technology with third parties is led by the STET business. Titan America LLC divested the STET business in a sale for cash to Titan Cement Netherlands B.V., a wholly-owned subsidiary of Titan SA, in January 2025. Prior to the divestiture, the intellectual property associated with the proprietary technology that resided within ST was transferred from ST to ST Equipment & Technology LLC. ST continues to operate fly ash processing plants and market fly ash and continues to pursue growth opportunities. Where either legacy operations or new growth opportunities are required, ST will enter into agreements with ST Equipment & Technology LLC (or successor) to license and use the proprietary technology and these agreements may include ST paying lump sum payments for the purchase of the proprietary equipment as well as ongoing fees for licensing and technical support.
Seasonality
The building materials we supply directly support the construction industry, which is seasonally affected in certain states, including those in our Mid-Atlantic business segment. Therefore, we generally record lower revenues and operating profits in our Mid-Atlantic reportable segment during the first and fourth quarters of each year when adverse weather conditions may be present in the northern parts of the territory. In contrast, sales and profitability are higher during the second and third quarters, as favorable weather conditions support construction activity. Consequently, any seasonal variability and adverse weather conditions, including prolonged rainy or cold weather or severe weather events, such as hurricanes, tornadoes, tropical storms and heavy snowfall, may negatively impact demand for our products and services.
The Carolinas and Florida are less seasonally affected, with the corresponding construction season being more balanced across the year, but are susceptible to the impacts of hurricanes. This can intermittently affect third and fourth-quarter sales depending on the hurricane season intensity.
Raw Materials and Suppliers
We use various raw materials in manufacturing our products, sourced from a diverse supplier base. The raw materials used include sand/aggregates, bauxite, fly ash, iron slag, gypsum, pozzolans, packaging (paper bags, shrink wrap) and chemicals (grinding aids, concrete admixtures). Other key inputs include kiln fuels (including natural gas, coal and alternative fuels), refractories, grinding media, spare and replacement parts for process and handling equipment, diesel fuel and electricity.
We source these raw materials from a broad range of key suppliers, both in the United States and overseas, with multiple options for key raw materials. We maintain strong relationships with our key suppliers both contractually and operationally, and we have a long history of sourcing these materials. These strong supplier relationships, along with our multiple sourcing options, assist in negotiating favorable sourcing terms, including product availability, payment terms and pricing. We enter into supply agreements with suppliers as appropriate to define and manage specifications/quality and scope of work, commercial terms, service levels, supply security and risk mitigation, warranties and claims and dispute resolution mechanisms. We actively monitor our supply agreements and relationships to optimize cost and performance, mitigate supply risk and strengthen our supply chain where possible.
We have maintained a stable and long-standing relationship with most of our key suppliers. As of December 31, 2025, our top 20% of suppliers by spend (each exceeding over $1 million) accounted for approximately one-third of our total supplier spending. We expect to continue maintaining a diverse base of suppliers and we do not anticipate a material change to our supplier concentration.
Marketing Channels
Our customer base includes a diverse range of clients within the construction and building materials sector. This typically encompasses:
1.Construction companies: large and small construction companies, contractors and builders that use cement for applications within the residential, non-residential and infrastructure construction end markets.
2.Ready-Mix concrete producers: companies that require bulk cement and aggregates for mixing with other materials for concrete production.
3.Public sector: government agencies involved in infrastructure construction projects, including roads, bridges and public buildings.
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4.Industrial clients: businesses that require cement and aggregates for manufacturing processes or specific applications, such as precast concrete products.
We focus on providing high-quality products and services to meet the needs of our customer base, often emphasizing sustainability and innovation in our offerings.
We (through our subsidiary companies) issue quotes and/or otherwise enter into sales agreements with our customers in the ordinary course of business, each of which include terms and conditions that govern delivery and payment of the products we sell. These agreements generally provide a limited warranty related to each of the products we sell that the materials sold will meet or exceed in all material respects applicable ASTM/ACI standards when tested in accordance with such standards.
We reach out to these customers through a variety of different channels including through direct sales teams in each region that manage current customers in a geographic area and seek out prospective customers. Inside customer service and sales support teams manage the order taking process and work closely with the sales teams. We market our products for end use applications through a combination of direct and indirect methods including trade organizations. Business leads are derived from different publications as well as online platforms and subscription services. Credit review and management that supports the sales teams is within each business segments. We do not sell any products on an installment or consignment basis. Technical service teams support the sales teams and customers proactively to manage specifications, project requirements, and any trouble shooting that may arise as part of our full service solution provider approach.
Intellectual Property
Our intellectual property and proprietary rights are valuable assets that are important to our business. In our efforts to safeguard our copyrights, trade secrets, trademarks and other intellectual property rights worldwide, we rely on a combination of federal, state, common law and international rights in the jurisdictions in which we operate.
We have been issued trademark registrations providing protection for our family of brands as they relate to our various product lines, as well as patents, including an invention which meters waters in concrete production.
We also rely on non-disclosure agreements, invention assignment agreements, intellectual property assignment agreements, or license agreements with employees, independent contractors, consumers, software providers and other third parties, which protect and limit access to and use of our proprietary intellectual property.
Though we rely, in part, upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees, as well as the functionality and frequent enhancements to our platform, are larger contributors to our success in the marketplace.
Governmental Regulations
Our U.S. operations are subject to extensive EHS laws and regulations in the jurisdictions in which we operate. These regulations cover among other things, land use, permitting, remediation, mine reclamation, operation and closure of landfills, air emissions, the generation, transportation and disposal of solid waste and hazardous substances, contamination, water quality, wastewater discharge, and other environmental considerations, as well as mine safety and occupational and community health and safety. Environmental laws and regulations may require us to install pollution control equipment at our facilities, clean up spills and other contamination and correct environmental hazards, including payment of all or part of the cost to remediate sites where our past activities, or the activities of other parties, caused environmental contamination. Liability may also arise through the acquisition or ownership or operation of properties and businesses, especially properties or operations where hazardous materials were used historically. We work to ensure our material handling practices meet industry standards and legal requirements, ensuring employee safety from hazardous materials.
Additionally, our operations require numerous governmental environmental, mining and/or other approvals and permits. Environmental operating permits are subject to modification, renewal and revocation and can require us to make capital, maintenance and operational expenditures to comply with the applicable requirements. We operate our facilities subject to permits and licenses governing, among other things, the discharge of pollutants into air and water and the generation, transportation and disposal of solid waste and hazardous substances, obtained from federal, state and local authorities in the jurisdictions where such facilities are located. For example, our Roanoke Plant operates under various permits issued by the USACE, the Commonwealth of Virginia, and Botetourt
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County, VA. Our Pennsuco plant operates under permits issued by the USACE, the State of Florida and Miami-Dade County, FL. We work to ensure we remain in substantial compliance with the permitting requirements that are material to the operation of our business.
Our U.S. operations must comply with federal climate laws and regulations. The EPA’s regulations target GHG emissions from industrial sources identified by the EPA as large GHG emission sources, including cement manufacturing. Since December 29, 2009, the EPA’s Mandatory Reporting of GHGs Rule requires certain industrial sectors exceeding certain emission thresholds to report their GHG emissions annually. In 2010, the EPA set GHG thresholds for the New Source Review PSD and Title V Operating Permit programs for facilities with emissions above certain thresholds. Cement plants must obtain these permits if they exceed the limits, and new major sources or significant modifications at major sources must secure pre-construction permits that include pollution limits based on BACT. Applying for, complying with, reporting under, renewing and maintaining these permits can involve significant costs and delays. Future GHG regulations could materially impact U.S. operations and the cement industry’s financial condition.
Mining Summary Disclosure
We mine limestone, dolostone, shale and natural sand and other materials used for cement production and aggregates. These products are used to support our cement plants and to produce blended aggregates utilized as general aggregates, ready-mix concrete and as masonry sands. We currently own and operate mining operations in Medley, Florida (“Pennsuco”), Troutville, Virginia (“Roanoke”), New Castle, Virginia (“Castle Sands”), Waverly, Virginia (“Heard Sand”), Branchville, Virginia (“Branchville Sand”), Clermont, Florida (“Center Sand Mine”), Estero, Florida (“Corkscrew Mine”) and Stuarts Draft, Virginia (“DM Conner”). We own the mining resources in Castle Hayne, North Carolina (“Castle Hayne”) which is currently operated by Martin Marietta Materials, Inc. All of our properties are permitted for mining under current regulatory requirements. We consider the Pennsuco and Roanoke properties to be our only material mining properties as defined by Regulation S-K Subpart 1300.
The location of all mining properties are provided in the figures below:
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Annual Production
ANNUAL PRODUCTION FOR THE PAST THREE YEARS
(tons per year)
Product 2025 2024 2023
Limestone
Pennsuco 11,074,823 10,654,920 9,543,088
Roanoke 1,548,831 1,619,184 1,521,050
Castle Sands — — —
Heard Sand — — —
Branchville Sand — — —
Center Sand Mine — — —
Corkscrew Mine 1,221,826 923,558 399,299
Castle Hayne 352,188 652,256 326,002
Total 14,197,668 13,849,918 11,789,439
Dolostone
Pennsuco — — —
Roanoke 18,845 95,936 42,615
Castle Sands — — —
Heard Sand — — —
Branchville Sand — — —
Center Sand Mine — — —
Corkscrew Mine — — —
Castle Hayne — — —
Total 18,845 95,936 42,615
Shale
Pennsuco — — —
Roanoke 383,023 423,504 403,723
Castle Sands — — —
Heard Sand — — —
Branchville Sand — — —
Center Sand Mine — — —
Corkscrew Mine — — —
Castle Hayne — — —
Total 383,023 423,504 403,723
Natural Sand
Pennsuco — — —
Roanoke — — —
Castle Sands 213,048 219,887 331,860
Heard Sand 15,317 368,058 477,827
Branchville Sand 368,766 400,422 286,450
Center Sand Mine 208,084 316,303 319,057
Corkscrew Mine — — —
Castle Hayne — — —
Total 805,215 1,304,670 1,415,194
Other
Pennsuco — — —
Roanoke — 11,874 46,038
Castle Sands — — —
Heard Sand — — —
Branchville Sand — — —
Center Sand Mine — — —
Corkscrew Mine — — —
Castle Hayne — — —
Total — 11,874 46,038
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We acquired DM Conner on October 20, 2024, from D.M. Conner, Inc. DM Conner has historically produced an immaterial amount of sand and gravel and we are now developing the site. Historical production at the DM Conner site for the periods prior to 2025 was not produced by us, and DM Conner’s production is not included in the historical annual production of this Annual Report for such periods.
Surface open pit mining methods are utilized at all of our quarry locations. We own our Pennsuco, Roanoke, Castle Hayne and DM Conner mining properties and lease our Castle Sands, Branchville Sand, Center Sand, Corkscrew Mine and mining properties. We own a portion of the Heard Sands property and lease the remaining portion. We operate all of our mining properties except for Castle Hayne, which is currently operated by Martin Marietta Materials, Inc. Our reserves and resources are on properties that are permitted, or are expected to be permitted, for mining under current regulatory requirements.
Although we are actively mining aggregates at almost all of our properties, we have reported Reserves only for the material properties, Pennsuco and Roanoke, as no Resources or Reserves have been estimated by a Qualified Person for our other properties. Therefore, in accordance with Regulation S-K Subpart 1300, Pennsuco and Roanoke properties are on “production stage” and the other properties are deemed to be at “exploration stage.” We periodically perform sub-surface exploration at most of our sites through drilling methods, and we expect to engage a Qualified Person to estimate mineral reserves or resources at our other properties in the future.
Resources and Reserves
The following tables summarize our Reserves and Resources as of December 31, 2025 for Roanoke and December 31, 2025 for Pennsuco. The sole purpose of the operational and related financial data presented is to demonstrate the economic feasibility of the Reserves for the purpose of reporting in accordance with subpart 1300 of Regulation S-K, and should not be used for other purposes. The information presented originates from comprehensive techno-economic modeling, which is subject to change as assumptions and inputs are updated, and as a result, does not guarantee future operational or financial performance. Our Reserves and Resources are on properties that are permitted, or are expected to be permitted, for mining under current regulatory requirements. We have not estimated resources and reserves for any property other than Pennsuco and Roanoke. As there have been no material changes to the reported reserves and resources from the last technical report summary filed for each of these properties, no new technical report summary is being filed.
December 31, 2025-RESOURCES(1)
Measured Resources Indicated Resources Measured + Indicated Resources Inferred Resources
Amount %SiO2 %CaO %Al2O3 Amount %SiO2 %CaO %Al2O3 Amount %SiO2 %CaO %Al2O3 Amount %SiO2 %CaO %Al2O3
Limestone
Pennsuco(2) 27,235 24.7 38.3 — 20,081 15.2 45.4 — 47,316 20.67 41.31 — — — — —
Roanoke(3) 84,000 8.9 47.7 1.8 — — — — 84,000 8.9 47.7 1.8 — — — —
Total 111,235 12.8 45.4 1.8 20,081 15.2 45.4 — 131,316 13.14 45.4 1.8 — — — —
Dolostone
Pennsuco(2) — — — — — — — — — — — — — — — —
Roanoke(3) 28,100 11.0 33.0 1.6 190 12.9 31.2 1.4 28,290 11.0 33.0 1.6 96 15.6 31.0 1.3
Total 28,100 11.0 33.0 1.6 190 12.9 31.2 1.4 28,290 11.0 33.0 1.6 96 15.6 31.0 1.3
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December 31, 2025-RESERVES(1)
Proven Reserves Probable Reserves Total Reserves
Amount %SiO2 %CaO %Al2O3 Amount %SiO2 %CaO %Al2O3 Amount %SiO2 %CaO %Al2O3
Limestone
Pennsuco(2) 220,983 13.71 46.4 — 193,180 18.29 43.6 — 414,163 15.75 45.15 —
Roanoke(3) 33,489 7.8 48.5 1.7 4,100 7.6 47.9 1.2 37,589 7.78 48.54 1.65
Total 254,472 12.95 48.5 1.7 197,280 18.07 47.9 1.2 451,752 15.08 48.54 1.65
Dolostone
Pennsuco(2) — — — — — — — — — — — —
Roanoke(3) 3,172 15.8 31.4 1.4 68 18.3 30.8 1.16 3,240 15.85 1.42 31.39
Total 3,172 15.8 31.4 1.4 68 18.3 30.8 1.16 3,240 15.85 1.42 31.39
Shale
Pennsuco(2) — — — — — — — — — — — —
Roanoke(3) 11,375 19.7 38.7 4.4 — — — — 11,375 19.7 38.7 4.4
Total 11,375 19.7 38.7 4.4 — — — — 11,375 19.7 38.7 4.4
(1)Mineral Resources are exclusive of Reserves. Resources and Reserves are estimated as of December 31, 2025. Tons are rounded to the nearest 1,000’s.
(2)For Pennsuco, price assumptions used for resource and reserve estimations are $136.00 per ton of cement and $21.00 per ton of blended aggregates. These prices were selected by the Qualified Person. Cement prices are based on figures from the USGS and aggregates prices are based on the average selling price for products at the site. There was no cutoff grade used for the Resource estimate, as nearly all material from the quarries can be used. The point of reference for our Reserve and Resource estimates was the limestone surge pile at the plant area. A recovery factor of 95% is utilized to convert in-situ volumetrics to recoverable resources and reserves and a process recovery of nearly 100% for the cement plant and 75% for the aggregates plant. 2025 amounts were calculated based on 2024 reported reserves less 2025 production.of 11,075 tons of limestone.
(3)For Roanoke, price assumptions used for Resource and Reserve estimations are $136.00 per ton of cement. This price was selected by the Qualified Person and is based on figures from the USGS. There was no cutoff grade used for the Resource and Reserve estimate as nearly all carbonate material from the quarries can be used. The point of reference for our Reserve estimates was the raw material stack, located after the primary crusher. A recovery factor of 95% is utilized to convert in-situ volumetrics to recoverable resources and reserves and a process recovery of nearly 100% for the cement plant. 2025 amounts were calculated based on 2024 reported reserves less 2025 production of 1,549 tons of limestone, 19 tons of dolostone and 383 tons of shale.
Individual Property Disclosure
Pennsuco
Pennsuco is in Miami-Dade County, Florida and is positioned approximately 14 miles northwest of the city center of Miami. The site is comprised of 68 separate property tracts, all of which are owned by Titan America or through its subsidiary companies. In total the property encompasses 6,465 acres. The Pennsuco mine is located at coordinates 25°52’37” N and 80°22’27” W. The net book value of the Pennsuco mine, inclusive of mining and beneficiary equipment located in Medley, Florida as well as relevant mining tenements, as of December 31, 2025 was $355 million.
The property is bisected by the Florida Turnpike. The area west of the Turnpike is the area of the mining activity and the area to the east is the location of the aggregate plant, cement facility, ready-mixed concrete plant, and the concrete block plant, plus support facilities.
Pennsuco’s mining operations produce limestone by using draglines for the execution of the virgin reserves. For the lower portion of the reserves that draglines are unable to recover, the dredge mining method will be used. Limestone reserves are estimated across eleven pits.
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For additional information on our cement plant, see “Item 4.A. History and Development of the Company.”
Mining Rights for Pennsuco
All Pennsuco mining rights are fully owned by deed by subsidiaries of Titan America SA.
Location of Pennsuco operations
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Infrastructure
The main entrance roads for the facility and throughout the cement, ready mix, and concrete block operations are two-lane, paved roads. The roads around the plants, paved and unpaved, are two-way and approximately 30 feet wide, allowing standard commercial and personal vehicle traffic.
Natural gas service to the site was established in 2019-2020. A new regulation station at NE Hialeah Gate Station was built at the Florida Gas Transmission take-off point. The service distribution pipeline provides resilient service to the facility. The system was designed and tested to serve the cement plant’s full load (100% natural gas firing). All Titan-owned natural gas equipment was installed in 2020.
The site has rail access to the FEC Railway, which runs between Miami and Jacksonville. The rail yard at the site accommodates more than 200 rail cars, comprised of 21,000 feet of rail tracks and switches.
Florida Power and Light (FPL) provides electric service to the site from the 165 MW capacity Pennsuco Substation. This substation supplies transmission-level voltage (230kV) to the Titan America-owned, 40 MW substation. In a transmission fault, the substation breakers trip, isolating the system, and our electrical feed is then transferred from other transmission sources within North and South Miami-Dade County. The Titan America-owned substation supplies power to the cement, aggregate, and quarry operations. This substation has three step-down transformers (from 230 kV to two units for 13.8 kV and one for 4.16 kV). The emergency power supply is delivered to the Titan America-owned substation. The four generators (4160 V, 1650 kW, 286 A each) can support critical loads and lighting services during a primary utility failure.
Natural gas is the primary fuel consumed by the cement operation; however, three alternative fuels are available for consumption: Tire-Derived Fuel, Processed Engineered Fuel, and recycled-used oils for use in the cement plant kiln and preheat system.
Two main fuel storage areas are on site, the main fuel farm and the quarry fuel tank. The main fuel farm contains two 10,000-gallon diesel tanks and one 2,000-gallon gasoline tank. The quarry fuel tank is a double-walled 10,000-gallon diesel tank. There are five backup generators with self-contained fuel tanks to provide electricity to operating equipment during power failures.
History
The site has been in operation as a cement production and aggregate facility since 1962 beginning with Maule Industries. It was obtained by Lone Star Florida Cement Inc. in 1978, Tarmac America Inc. in 1988, Tarmac Florida Inc. in 2000 and Titan Florida LLC in 2004.
Summary of Resources and Reserves
Pennsuco Summary of Mineral Resources as of December 31, 2025 (1) (2) (3)
Mineral Assemblage (% of materials)
Resource Category Limestone (thousand tons) Grades/qualities (%SiO2) Grades/qualities (%CaO)
Measured 27,235 24.7 38.30
Indicated 20,081 15.2 45.40
Measured + Indicated 47,316 20.7 41.40
Inferred — — —
Total Mineral Resources 47,316 20.7 41.40
(1)There was no cutoff grade used for the resource estimate.
(2)Price assumptions used for resource and reserve estimations are $136.00 per ton of cement and $21.00 per ton of blended aggregates
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(3)There is no net difference in mineral resources as of December 31, 2025 as compared to when mineral resources were first estimated as of May 24, 2024.
Pennsuco Summary of Mineral Reserves as of December 31, 2025 (1) (2) (3)
Mineral Assemblage (% of materials)
Reserve Category Limestone (thousand tons) Grades/qualities (%SiO2) Grades/qualities (%CaO)
Proven 220,983 13.7 46.4
Probable 193,180 18.3 43.6
Total Mineral Reserves 414,163 15.8 45.1
(1)Mineral resources are exclusive of reserves. Price assumptions used for resource and reserve estimation are $136.00 per ton of cement and $21.00 per ton of blended aggregates.
(2)A recovery factor of 95% is utilized to convert in-situ volumetrics to recoverable resources and reserves.
(3)The net difference in proven limestone reserves as of December 31, 2025 as compared to when mineral reserves were first estimated as of May 24, 2024 was 8% as a result of depletion.
The expected life of mine for the Pennsuco Quarry is 56 years.
As there have been no material changes to the reported reserves and resources from the last technical report summary filed for this property, no new technical report summary is being filed.
Condition of Property
The Pennsuco property spans multiple land sections and platted subdivisions and is bisected by the Florida Turnpike with the mining activity occurring west of the turnpike in unincorporated Miami-Dade County and the cement and aggregates processing plants located on the east side of the turnpike in the Town of Medley, Miami-Dade County.
Mining operations are located over the Biscayne Aquifer and the Northwest Wellfield Protection Areas. Due to the proximity to these areas, there are restricted uses to protect the drinking water supply. Allowable land uses within the Northwest Wellfield include limestone quarrying, rock crushing, and aggregate plants, but not concrete batch plants. Fuels and lubricants are allowed to be used in the rock mining operation. However, a variance from the Environmental Quality Control Board would be needed for the use of hazardous materials other than fuels and lubricants and for generating hazardous and liquid wastes. In addition to these restrictions, there are several Miami-Dade County reservations and setbacks associated with canals and levees on or near the property and two high-voltage electricity transmission lines cross the mining area from north to south. These power lines are located on either Titan America property with an easement to Florida Power or on Florida Power-owned property. There are rights-of-way access points across this power line assessment of title commitments rendered no risks or encumbrances that preclude the proposed activity on the site.
Numerous drilling campaigns have been completed at the site. For additional information, see Exhibit 96.1 “Technical Report Summary on the Pennsuco operations” of our Registration Statement.
Roanoke
The Roanoke site is in Botetourt County, Virginia. The nearest major city is Roanoke, Virginia, 13.5 miles south from the site. The site is the accumulation of 24 tax parcels totaling approximately 2,567 acres controlled by Titan America. The Roanoke mine is located at coordinates 37°27’43” N, 79°59’42” W. The net book value of the Roanoke mine, inclusive of mining and beneficiary equipment located in Botetourt County, Virginia as well as relevant mining tenements, as of December 31, 2025 was $113 million.
The mining operations at Roanoke consist of the Catawba Farm quarry, where we produce limestone and dolostone, and the Lone Star East quarry, where we produce limestone and dolostone. All mineral extraction is used for cement production; materials from the two active quarries are blended based on their chemical composition.
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Our cement plant has a production capacity of 1.5 million tons and a cement storage capacity of approximately 90,000 tons. Additionally, the plant offers approximately 50,000 tons of clinker storage. For additional information on our cement plant, see “Item 4.A. History and Development of the Company.”
Mining Rights for Roanoke
All Roanoke mining rights are fully owned by deed by subsidiaries of Titan America SA.
Location of Roanoke operations
Infrastructure
The site has over 16,000 feet of rail track, which is serviced by Norfolk Southern. The rail infrastructure allows for both inbound and outbound transportation of supplies and cement products.
Roanoke Gas Company (“RGC”) is the public natural gas utility that services the site. RGC’s distribution system is fed by Columbia Gas Transmission (interstate gas producer) at a gate station in Eagle Rock, VA., at a design flowrate of five hundred dekatherms per hour. The site also includes redundant runs of piping and equipment in the case of maintenance or a malfunction.
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Electrical power is provided to the site by Appalachian Power Company. Two 138 kV circuits, running in a redundant loop, feed the site. The 138 kV circuits terminate at the Lone Star – Mount Union 69 kV substation.
The quarry has a 20,000-gallon diesel fuel tank for its mobile equipment located near the equipment ready line. In addition, close to the maintenance shop, there is one 1,000-gallon diesel tank and one 1,000-gallon gasoline tank.
The potable water system consists of a drilled well, a 25,000-gallon steel storage tank. The 125-foot well has a 6-inch casing grouted to a depth of 56 feet. A submersible pump powered by a 3-hp electric motor discharges water from the well to the storage tank through a 4-inch line.
The kiln and calciner consume alternative fuels which include shredded tires, wood chips and sawdust. The site system includes a receiving hopper, a silo for storage and a network of screw conveyors that transport the material has storage in the silo for shredded tires or wood chips.
History
The site has been in operation as a cement production and aggregate facility since 1951 beginning with Lone Star Cement Corporation. It was obtained by Roanoke Cement Company in the 1960s, and Titan America purchased a controlling interest in Roanoke Cement Company in 1992. In 2000, Titan America assumed full ownership of Roanoke Cement Company.
Summary of Resources and Reserves
Roanoke Summary of Mineral Resources as of December 31, 2025(1) (2) (3)
Mineral Assemblage (% of Minerals)
Resource Category Material (thousand tons) Grades/ qualities (%SiO2) Grades/ qualities (%Al2O3) Grades/ qualities (%CaO)
Limestone
Measured 84,000 8.9 1.8 47.7
Indicated — — — 0.0
Measured + Indicated 84,000 8.9 1.8 47.7
Inferred — — — 0.0
Total 84,000 8.9 1.8 47.7
Dolostone
Measured 28,100 11.0 1.6 33.0
Indicated 190 12.9 1.4 31.2
Measured + Indicated 28,290 11.0 1.6 33.0
Inferred 96 15.6 1.3 31.0
Total 28,386 11.0 1.6 33.0
(1)There was no cutoff grade used for the resource estimate.
(2)Mineral Resources are exclusive of mineral Reserves. Price assumptions used for resource estimations are $136.00 per ton of cement.
(3)There is no net difference in mineral resources as of December 31, 2025 as compared to when mineral resources were first estimated as of May 1, 2024.
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Roanoke Summary of Mineral Reserves as of December 31, 2025(1) (2) (3)
Mineral Assemblage (% of Minerals)
Quarry/Reserve Category Material (thousand tons) Grades/ qualities (%SiO2) Grades/ qualities (%Al2O3) Grades/ qualities (%CaO)
Catawba Farm Quarry Limestone
Proven 23,000 8.91 1.92 48.0
Probable
Total: 23,000 8.91 1.92 48.0
Catawba Farm Quarry Dolostone
Proven 1,600 18.30 1.16 30.8
Probable 68 18.30 1.16 30.8
Total: 1,668 18.30 1.16 30.8
Lone Star East Quarry Limestone
Proven 10,489 5.70 1.30 49.4
Probable 4,100 7.60 1.20 47.9
Total: 14,589 6.16 1.28 49.0
Lone Star East Quarry Dolostone
Proven 1,572 13.30 1.70 32.0
Probable
Total: 1,572 13.30 1.70 32.0
High Grade Shale Quarry
Proven 11,375 19.70 4.40 38.7
Probable
Total: 11,375 19.70 4.40 38.7
(1) Mineral Resources are exclusive of Reserves. Price assumptions used for Resource and Reserve estimations are $136.00 per ton of cement. Mineral prices used in Reserve estimation are substantially in line with the prices for each of our products published quarterly by third-party industry consultancies.
(2) A recovery factor of 95% is utilized to convert in-situ volumetrics to recoverable resources and reserves.
(3) The net difference in proven reserves as of December 31, 2025 as compared to when mineral reserves were first estimated as of May 1, 2024 was 19% for Lone Star East Quarry Limestone, 2% for Lone Star East Quarry Dolostone, and 5% for High Grade Shale, all as a result of depletion.
The expected life of mine for our Roanoke Quarry is 26 years.
As there have been no material changes to the reported reserves and resources from the last technical report summary filed for this property, no new technical report summary is being filed.
Condition of Property
The site is in Botetourt County, Virginia, approximately 13 miles from Roanoke. The site is the accumulation of 24 tax parcels totaling approximately 2,567 acres. Property ownership is under the control of Titan America or its subsidiaries.
There are several encumbrances located on the property. These encumbrances include: a high-voltage electricity transmission line owned by American Electric Power (AEP) that crosses the Catawba Farm proposed quarry, a conservation easement to the Blue Ridge Land Conservancy, Andy Layne Trail, which joins the Appalachian Trail, Virginia Route 779 (Catawba Road) will need to be
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relocated in the future for the extension of the Catawba Farm Quarry, and two cement kiln dust (CKD) landfills are located on the site. Assessment of title commitments rendered no risks or encumbrances that preclude the proposed activity on the site.
Numerous drilling campaigns have been completed at the site. For additional information, see Exhibit 96.2 “Technical Report Summary on the Roanoke operations” of our Registration Statement.
Internal Controls Disclosure
The analysis of our reserves and resources has been developed by Continental Placer, designated as our “Qualified Person” in collaboration with our personnel. Our management teams periodically review our reserves and resources by performing sub-surface exploration as part of our mine planning process. The modeling and analysis of our reserves and resources has been developed by the Qualified Person, experienced consultants and our personnel and reviewed by several levels of internal management. The development of such reserves and resources estimates, including related assumptions, was a collaborative effort between us and Continental Placer. This section summarizes the internal control considerations for our development of estimations, including assumptions, used in reserve and resource analysis and modeling.
When determining reserves and resources, as well as the differences between reserves and resources, the team developed specific criteria, each of which must be met to qualify as a reserve or resource, respectively. These criteria, such as demonstration of economic viability, legal right to mine and material quality, are specific and attainable. Continental Placer and our management agree on the reasonableness of the criteria for the purposes of estimating reserves and resources. Estimations using these criteria are either performed or reviewed and validated by Continental Placer.
Estimations and assumptions were developed independently for each material property. All estimates require a combination of historical data, key assumptions, parameters, subsurface exploration and material testing. Each site has developed quality control and quality assurance (“QC/QA”) procedures, which were reviewed by Continental Placer, to ensure the process for developing mineral resource and reserve estimates were sufficiently accurate. QC/QA procedures include independent checks (duplicates) on samples by third party laboratories, duplicate sampling and duplicate drilling, among other procedures. In addition, Continental Placer reviewed the consistency of historical production at each site as part of their analysis of the QC/QA procedures. The historical data was reviewed, evaluated and verified before use in developing resource and reserve models. Where possible, information and data from generally accepted industry sources, such as governmental resource agencies, were used to develop these estimations.
While the reserve (proven and probable) and mineral resource (measured, indicated and inferred) classification categories identify relative confidence of estimates, there is an inherent risk associated with such estimates. The risk stems from factors including geological complexity; the interpretation, interpolation and extrapolation of field, exploration, and laboratory data; changes in operating approach; macroeconomic and market conditions and new data, among other factors. The capital, operating and economic analysis estimates rely on a range of assumptions and forecasts that are subject to change. We base estimates on information known at the time of determination and regularly reevaluate the basis of the estimates and estimates themselves whenever new information indicates a material change in resources and/or reserves at any of our sites.
C. Organizational Structure
Titan America is 87% owned by Titan SA, the parent company of the Titan group of companies. Founded in 1902 with the establishment of its first cement plant in Elefsina, Greece, the Titan group of companies (“Titan Group”) has grown steadily over more than a century, becoming a symbol of industrial development and social responsibility.
Initially recognized as Titan Cement S.A. in 1911 and listed on the Athens Stock Exchange in 1912, Titan Group made several pioneering decisions early on, such as insuring its workforce against occupational accidents in 1922 and introducing employee bonuses well before they were mandated by law. The Elefsina plant’s refurbishment in 1937 and the introduction of new rotary kilns marked significant advancements in production capacity, positioning Titan Group as a key player in the Greek and global cement markets.
Throughout the mid-20th century, Titan Group continued to expand its operations and product offerings. By the 1950s, exports constituted a substantial portion of its sales, significantly contributing to Greece’s total cement exports. Environmental consciousness also took root early, with the installation of the first environmentally friendly electrostatic filters in Greece. Titan Group
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established additional plants across Greece, including facilities in Thessaloniki, Drepano, and Kamari, and continued to innovate by setting up accident prevention committees, launching social programs and investing in vertical integration with mines and ready-mix concrete plants. Entering the new millennium, Titan Group became a founding member of several sustainability and social responsibility initiatives, cementing its commitment to sustainable development and community engagement.
By 2019, Titan SA became the parent company, listing on Euronext Brussels, Euronext Paris and the Athens Exchange, signifying a new era of growth and global presence. As of May 5, 2025, Titan Cement International S.A. changed its name to Titan S.A.
Titan Group has been recognized as one of the most sustainable companies in the world, according to a 2024 Time Magazine analysis based on external ESG ratings and selected environmental and society performance indicators and is recognized as one of Europe’s Climate Leaders in the fourth edition of the prestigious list published by the Financial Times. In February 2025, our parent, Titan SA, earned an “A-” score from the CDP for both climate change and water security management, reaffirming its leadership status in these critical areas. Titan SA has been awarded Leadership Status on climate change by CDP for four consecutive years.
Titan Group has also recently been included in the FTSE Russell Large Cap Index and confirmed as a constituent in the FTSE4Good Index Series, which is designed to measure the performance of companies based on strong ESG commitments.
Titan Group has built a large body of proprietary knowledge and corporate infrastructure that continue to help drive the growth and performance of our business. Titan Group has a proud corporate history of approximately 120 years and operates in 15 countries, with world-class reliability and an industry-leading cost structure. From manufacturing expertise to logistical capabilities, customer focus, product engineering and various corporate functions, we have been able to and will continue to be able to utilize Titan SA’s broad suite of capabilities to maintain market leadership positions across our geographic footprint.
The following table sets forth the significant subsidiaries owned, directly or indirectly, by Titan America.
Legal Name State or Jurisdiction of Incorporation or Organization (As of December 31, 2025 )
Titan Cement Atlantic Single Member Industrial and Commercial S.A. Greece 100%
Titan America LLC Delaware 100%
Essex Cement Company LLC Delaware 100%
Mechanicsville Concrete LLC Virginia 100%
Pennsuco Cement Company LLC Delaware 100%
Roanoke Cement Company LLC Virginia 100%
S&W ReadyMix Concrete Company LLC North Carolina 100%
Separation Technologies LLC Delaware 100%
Titan Florida LLC Delaware 100%
Titan Mid-Atlantic Aggregates LLC Virginia 100%
Titan Virginia Ready-Mix LLC Delaware 100%
Trusa Realty LLC Florida 100%
Titan Florida Holdings LLC Delaware 100%
Carolinas Cement Company LLC Delaware 100%
Norfapeake Terminal LLC Virginia 100%
S&W Ready Mix LLC South Carolina 100%
Titan Florida Concrete Products LLC Delaware 100%
Titan Florida Aggregates LLC Delaware 100%
Titan Florida Cement LLC Delaware 100%
Metro Redi-Mix LLC Florida 100%
Miami Valley Ready-Mix Florida LLC Delaware 100%
Summit Ready-Mix LLC Florida 100%
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Silver Sand Transportation LLC Delaware 100%
Standard Concrete LLC Florida 100%
Massey Sand and Rock Co. California 100%
Daleville Development LLC Virginia 100%
Nestor Timber Development LLC Virginia 100%
SEI LLC North Carolina 100%
DM Conner LLC Virginia 100%
Maple Holding Company LLC Delaware 100%
Titan Mid-Atlantic LLC Delaware 100%
D. Property, Plant and Equipment
We maintain corporate offices at 5700 Lake Wright Drive, Suite 300, Norfolk, Virginia, with a corporate office for Titan Florida LLC, located at 800 Fairway Drive, Suite 200, Deerfield Beach, Florida. We have additional offices in Roanoke, Virginia and Clinton, North Carolina. Throughout the United States, we own 106 sites and lease 34 sites. Among these sites, we operate two cement plants, three import terminals, seven active quarries, 82 active ready-mix locations, eight concrete block plants, seven fly ash processing plants, multiple distribution locations, which consist of 11 cement terminals, 10 concrete block distribution yards and one concrete block logistical hub. For more information on our mining properties, see “Mining Summary Disclosure” above.
With regard to improving our facilities, we are currently investing in the expansion of our Pennsuco facility and our Roanoke Plant that we expect will increase total cement production capacity by 29% to 4.9 million tons by 2030, compared to our current cement production capacity of 3.8 million tons as of December 31, 2025. This will enable us to capture market growth and grow our business. We have invested approximately $35 million through 2025 and anticipate further expenditures ranging from $220 million to $250 million, net of any available government grants. This is funded by operating cash and our outstanding borrowing facilities. We started this expansion in 2018 and anticipate its completion in 2030.