Tronox plans senior secured notes due 2030

Tronox Holdings plc reported that its wholly owned indirect subsidiary, Tronox Incorporated, has commenced an offering of senior secured notes due 2030 to institutional investors.

Accepted by SEC EDGAR 09/15/2025 - 08:15 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Tronox Holdings plc reported that its wholly owned indirect subsidiary, Tronox Incorporated, has commenced an offering of senior secured notes due 2030 to institutional investors. The notes are being offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S.

The company expects to use the proceeds from the notes issuance to repay existing borrowings under certain revolving credit facilities and to cover fees and expenses related to the transaction, with any remaining funds for general corporate purposes. The notes will not be registered under U.S. securities laws and may only be resold under applicable registration or exemption rules.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing action did Tronox (TROX) disclose in this 8-K?

Tronox Holdings plc disclosed that its subsidiary Tronox Incorporated commenced an offering of senior secured notes due 2030 to institutional investors.

How does Tronox (TROX) plan to use the proceeds from the 2030 notes?

Tronox expects to use the proceeds to repay existing borrowings under certain revolving credit facilities, pay related fees and expenses, and use any excess for general corporate purposes.

Who can purchase the new Tronox 2030 senior secured notes?

The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S.

Will the Tronox 2030 notes be registered with the SEC?

No. The notes will not be registered under the Securities Act or state securities laws and may not be offered or sold in the U.S. without registration or an applicable exemption.

Does this 8-K constitute an offer to sell Tronox notes to the public?

No. The company states that this report does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities in any jurisdiction.

What exhibit related to the notes offering did Tronox include?

Tronox included a press release about the notes offering as Exhibit 99.1 and Inline XBRL for the cover page as Exhibit 104.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 15, 2025

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales	001-35573	98-1467236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100	Laporte Road, Stallingborough
Stamford, Connecticut 06901	Grimsby, North East Lincolnshire, DN40 2PR, UK

(Address of Principal Executive Offices) (Zip Code)

(203) 705-3800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary shares, par value $0.01 per share	TROX	NYSE

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

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. ☐

Item 8.01. Other Events

Notes Offering

On September 15, 2025, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), commenced an offering of senior secured notes due 2030 (the “Notes”). A copy of the press release is being filed as Exhibit 99.1 and is incorporated herein by reference.

The Company expects to use the proceeds from the issuance of the Notes to repay existing borrowings under certain of the Company’s revolving credit facilities, and to pay fees and expenses related to this offering, with any excess proceeds used for general corporate purposes.

The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 15, 2025.
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

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

		TRONOX HOLDINGS PLC
Date: September 15, 2025	By:	/s/ Jeffrey N. Neuman
		Name:	Jeffrey N. Neuman
		Title:	Senior Vice President, General Counsel and Secretary