Kronos Worldwide (NYSE: KRO) adds €75M 9.50% secured notes due 2029

Rhea-AI Filing Summary

Kronos Worldwide, Inc., through its wholly owned subsidiary Kronos International, Inc., completed an institutional private placement of €75 million aggregate principal amount of 9.50% senior secured notes due 2029 as additional notes to its existing 9.50% senior secured notes.

The company reports net proceeds of approximately €77.3 million (about $90.4 million) after fees and expenses, which were used to pay amounts due at maturity on its 3.75% Senior Secured Notes due September 15, 2025, with any remaining proceeds earmarked for general corporate purposes. The new and existing notes form one series under the indenture, bear interest at 9.50% per year payable semi-annually on March 15 and September 15, and mature on March 15, 2029.

The notes are fully and unconditionally guaranteed on a senior secured basis by the company and certain domestic subsidiaries and are secured by pledged equity interests. The indenture includes covenants limiting additional debt, liens, restricted payments, affiliate transactions, and asset transfers, with some covenants suspended if the notes achieve specified investment-grade ratings and no default is continuing.

Insights

Corporate credit and capital structure analyst

Kronos refinances 2025 notes with higher-coupon secured debt due 2029.

Kronos Worldwide has issued an additional €75 million of 9.50% senior secured notes due 2029, bringing these into the same series as its existing 9.50% notes. The placement generated approximately €77.3 million (about $90.4 million) in net proceeds at a 105.0% issue price, which were applied to repay its 3.75% senior secured notes maturing on September 15, 2025, with any excess for general corporate purposes.

This extends the company’s debt maturity profile from 2025 to 2029 but at a significantly higher 9.50% coupon versus the repaid 3.75% notes, implying higher ongoing interest expense on the refinanced portion. The notes are senior secured, guaranteed by domestic subsidiaries, and backed by pledged equity interests, reflecting a creditor-friendly structure.

The indenture imposes covenants on additional debt, liens, restricted payments, affiliate transactions, and major asset transfers, though certain covenants can be suspended when ratings reach investment grade and no default exists. Optional redemption features, including make-whole and equity offering-based redemptions before March 15, 2026, along with change-of-control and asset sale offer requirements, give the company some flexibility while offering investors defined protection terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)

September 15, 2025

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KRONOS WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

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Delaware		1-31763		76-0294959
(State or other jurisdiction of	​	(Commission	​	(IRS Employer
incorporation)	​	File Number)	​	Identification No.)

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5430 LBJ Freeway, Suite 1700, Dallas, Texas (Address of principal executive offices) ​	75240-2620 (Zip Code)

Registrant’s telephone number, including area code

(972) 233-1700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock	​	KRO	​	New York Stock Exchange	​

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

Private Placement of Additional Notes

On September 15, 2025, Kronos International, Inc. (the “Issuer”), a wholly owned subsidiary of Kronos Worldwide, Inc. (the “Company”), completed the institutional private placement of €75 million in aggregate principal amount of 9.50% senior secured notes due 2029 (the “New Notes”). The New Notes were issued as additional notes to the existing €351,174,000 aggregate principal amount of 9.50% senior secured notes due 2029 that the Issuer issued on February 12, 2024 and July 30, 2024 (the “Existing Notes”). The New Notes were issued pursuant to a third supplemental indenture dated September 15, 2025 (the “Third Supplemental Indenture”) to that certain indenture dated as of February 12, 2024, by and among the Issuer, the Company, the subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar (the “Base Indenture”), as previously supplemented by the first supplemental indenture dated as of July 30, 2024 (the “First Supplemental Indenture”), and the second supplemental indenture dated as of August 8, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”). The New Notes were sold to persons reasonably believed to be qualified institutional buyers within the United States in reliance on Rule 144A under the Securities Act or outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act.

The transaction resulted in net proceeds to the Company of approximately €77.3 million (approximately $90.4 million at current exchange rates), after fees and expenses, which were used to pay amounts due under the Company’s 3.75% Senior Secured Notes due September 15, 2025 at maturity. The Company will use any remaining proceeds for general corporate purposes.

The Existing Notes and the New Notes (collectively, the “Notes”) constitute one series under the Indenture. The New Notes are identical in all respects to the Existing Notes, except that the New Notes were issued on September 15, 2025, at a price of 105.0% of their principal amount. The New Notes issued pursuant to Regulation S will trade separately under a temporary ISIN and Common Code number, and will not be fungible with the Existing Notes, until 40 days after the date hereof.

Interest on the Notes accrues at the rate of ‎9.50% per annum, which is payable semi-annually in arrears on each March 15 and September 15. The Issuer will make each interest payment to the Holders of record of the Notes at the close of business on the immediately preceding March 1 and September 1. Interest on the New Notes will accrue from September 15, 2025, and the first interest payment date will be March 15, 2026. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.  The Notes will mature on March 15, 2029.

The Indenture contains a number of covenants and restrictions which, among other things, restrict the ability of the Company and its subsidiaries to incur or guarantee debt, incur liens, make dividend payments or other restricted payments, enter into transactions with affiliates, or merge or consolidate with, or sell or transfer all or substantially all of their respective assets to, another entity. These covenants are subject to a number of important qualifications and exceptions. Further, during any such time when the Notes are rated investment grade by each of Moody’s Investors Service, Inc. and Standard & Poor’s and no Default (as defined in the Indenture) has occurred and is continuing, certain of the covenants will be suspended with respect to the Notes.

At the Company’s option, prior to March 15, 2026, some or all of the Notes may be redeemed at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium (as defined in the Indenture), plus accrued and unpaid interest. At the Company’s option, the Notes may be redeemed on or after March 15, 2026 at redemption prices ranging from 104.750% of the principal amount, declining to 100% on or after March 15, 2028, plus accrued and unpaid interest. In addition, on or before March 15, 2026, the Company may redeem up to 40% of the Notes with the net proceeds of certain public or private equity offerings at 109.50% of the principal amount, plus accrued and unpaid interest, provided that following the redemption at least 50% of the sum of the Notes that were originally issued under the Base Indenture plus any notes issued after the date of the Base Indenture remain outstanding. If the Company or its subsidiaries experience certain change of control events, as outlined in the Indenture, the Issuer would be required to make an offer to purchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest. The Company would also be required to make an offer to purchase a specified portion of the Notes at par value in the event the registrant and its subsidiaries generate a certain amount of net proceeds from the sale of assets outside the ordinary course of business, and such net proceeds are not otherwise used for specified purposes within a specified time period.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company and each of its direct and indirect domestic, wholly-owned subsidiaries (other than the Issuer), subject to certain exceptions. The Notes and the related guarantees are secured on a first priority basis by (i) 100% of the common stock or other ownership interests of each existing and future direct domestic subsidiary of the Issuer or any guarantor and (ii) 65% of the voting common stock or other ownership interests and 100% of the non-voting common stock or other ownership interests of each foreign subsidiary that is directly owned by the Issuer or any guarantor.

For a further description of the terms of the Indenture and the Notes, see the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 12, 2024 and July 30, 2024. The description of the Indenture contained

herein and therein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.

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The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

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Item 9.01Financial Statements and Exhibits

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(d)Exhibits

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10.1 Third Supplemental Indenture dated as of September 15, 2025, by and among Kronos International, Inc., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar.

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10.2 Additional Notes Priority Joinder Agreement dated September 15, 2025, executed by Deutsche Bank Trust Company Americas, as trustee and collateral agent.

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104Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	KRONOS WORLDWIDE, INC.
​	(Registrant)
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Date: September 15, 2025	By:	/s/ Bradley E. Troutman
​	​	Bradley E. Troutman,
​	​	Senior Vice President and Chief Financial Officer

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FAQ

What financing transaction did Kronos Worldwide (KRO) complete?

Kronos Worldwide, through its subsidiary Kronos International, Inc., completed an institutional private placement of €75 million aggregate principal amount of 9.50% senior secured notes due 2029 as additional notes to its existing 9.50% senior secured notes.

How will Kronos Worldwide (KRO) use the proceeds from the new notes?

The company reports net proceeds of approximately €77.3 million (about $90.4 million), which were used to pay amounts due at maturity on its 3.75% Senior Secured Notes due September 15, 2025, with any remaining proceeds designated for general corporate purposes.

What are the key terms of Kronos Worldwide’s new 9.50% senior secured notes?

The new notes bear interest at 9.50% per annum, payable semi-annually in arrears on March 15 and September 15, with interest on the new notes accruing from September 15, 2025 and the first interest payment on March 15, 2026. The notes mature on March 15, 2029 and were issued at 105.0% of principal amount.

What covenants are included in Kronos Worldwide’s senior secured notes indenture?

The indenture restricts the ability of the company and its subsidiaries to incur or guarantee debt, incur liens, make dividends or other restricted payments, enter into affiliate transactions, or merge, consolidate, or sell substantially all assets, subject to qualifications and exceptions. Certain covenants are suspended when the notes are rated investment grade by Moody’s and Standard & Poor’s and no default is continuing.

Are Kronos Worldwide’s new notes guaranteed and secured, and if so, how?

The notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Kronos Worldwide, Inc. and each of its direct and indirect domestic, wholly-owned subsidiaries (other than the issuer), subject to exceptions. They are secured on a first-priority basis by 100% of the equity of each existing and future direct domestic subsidiary and by 65% of the voting and 100% of the non-voting equity of directly owned foreign subsidiaries.

What redemption and change-of-control protections apply to Kronos Worldwide’s notes?

Before March 15, 2026, the notes may be redeemed at 100% of principal plus a make-whole premium and interest, and up to 40% may be redeemed at 109.50% with certain equity offering proceeds, subject to an outstanding notes condition. On or after March 15, 2026, the notes are redeemable at prices starting at 104.750% and stepping down to 100% on or after March 15, 2028, plus accrued interest. If specified change-of-control events occur, the issuer must offer to purchase the notes at 101% of principal plus accrued interest, and an asset sale covenant requires offers to purchase a portion of the notes at par under defined conditions.