Tronox Holdings (NYSE: TROX) posts higher sales but deeper Q2 loss
Rhea-AI Filing Summary
Tronox Holdings plc reported Q2 2026 revenue of $868 million, up 19% year over year and 14% sequentially, led by TiO2 revenue of $700 million and zircon revenue of $97 million. Strong volume growth offset weaker zircon pricing, but profitability remained pressured: net loss attributable to Tronox widened to $171 million, or $(1.07) per diluted share. Adjusted net loss was $82 million, or $(0.51) per share. Adjusted EBITDA fell 22% to $73 million, with margin declining to 8.4%, though EBITDA improved 18% versus Q1.
Free cash flow turned positive at $60 million for the quarter, supported by about $120 million of inventory reduction and capital expenditures of $45 million. Total debt was $3.2 billion and net debt $3.0 billion, with available liquidity of $527 million and net leverage at 11.4x trailing Adjusted EBITDA. Management guides Q3 2026 Adjusted EBITDA to $95–$115 million, expects TiO2 and zircon pricing to increase sequentially despite modest volume moderation, and continues to target meaningful positive free cash flow for full-year 2026 while advancing its rare earths strategy.
Positive
- Q2 2026 revenue grew 19% year over year to $868 million, with TiO2 and zircon volumes significantly higher.
- Quarterly free cash flow reached $60 million, a marked improvement from prior negative levels, aided by roughly $120 million inventory reduction.
Negative
- Adjusted EBITDA declined 22% year over year to $73 million, and margin compressed from 12.7% to 8.4%.
- Net loss attributable to Tronox widened to $171 million, or $(1.07) per diluted share, and net leverage rose to 11.4x trailing Adjusted EBITDA.
Filing Explained
As of June 30, Tronox reported a higher share count without establishing issuance terms, while first-half free cash flow remained negative.
Tronox Holdings plc uses this Form 8-K to furnish its completed second-quarter 2026 results through Exhibit 99.1; the exhibit is not deemed filed or incorporated by reference under the stated conditions. The release reports
Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes. This 8-K reports the two share counts but does not establish that the increase resulted from an issuance or provide terms that quantify dilution.
Second-quarter free cash flow was positive, while six-month free cash flow remained negative; six-month operating cash flow was positive. The company also reports replacing an expired short-term revolving facility with a new long-term financing arrangement, with the next significant debt maturity not until
A specified future milestone is completion of the definitive feasibility study for the rare-earths cracking and leaching facility, expected by the third quarter of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $868 million
Net loss attributable to Tronox: $171 million
GAAP diluted loss per share: $(1.07)
+5 more
8 metrics
Revenue
$868 million
Q2 2026 revenue, up 19% year over year and 14% sequentially
Net loss attributable to Tronox
$171 million
Q2 2026 net loss, versus $84 million in Q2 2025
GAAP diluted loss per share
$(1.07)
Q2 2026 diluted loss per share
Adjusted EBITDA
$73 million
Q2 2026, down 22% year over year; margin 8.4%
Free cash flow
$60 million
Q2 2026 free cash flow, versus $(55) million in Q2 2025
Net debt
$3.0 billion
Net debt as of June 30, 2026, excluding certain financing arrangements
Net leverage ratio
11.4x
Net debt to trailing-twelve-month Adjusted EBITDA at June 30, 2026
Available liquidity
$527 million
Liquidity at June 30, 2026, including cash and revolver availability
Key Terms
Adjusted EBITDA, Free cash flow, net leverage ratio, accounts receivable securitization program, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $73 million represented a 22% decrease"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"we delivered $60 million of positive free cash flow in the second quarter"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
net leverage ratio financial
"net leverage ratio of 11.4x on a trailing twelve-month basis"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
accounts receivable securitization program financial
"expenses associated with the Company’s accounts receivable securitization program"
An accounts receivable securitization program is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by packaging them and selling the right to collect those payments to investors or a third party. For investors, it matters because the program can boost a company’s short-term cash and reduce borrowing needs, but it also shifts credit risk and can affect reported assets, liabilities and future cash flows—similar to selling a bundle of IOUs to get money now.
asset retirement obligations financial
"accretion expense and other noncash adjustments to asset retirement obligations"
Asset retirement obligations are a company’s recorded promise to pay for dismantling, cleaning up, or restoring property when a long-lived asset is retired — for example decommissioning a plant or removing equipment. Companies estimate the future cleanup cost today and book it as a liability (and add the cost to the asset), so it affects the balance sheet, reported profits over time, and future cash needs; investors watch it like a planned bill that can reduce cash available for returns.
Earnings Snapshot
Revenue: $868 million · Guidance included
Quarter ended June 30, 2026
Revenue
$868 million
up 19% year over year
Net loss attributable to Tronox
$171 million
vs $84 million in Q2 2025
Adjusted EBITDA
$73 million
down 22% year over year
Adjusted EBITDA margin
8.4%
vs 12.7% in Q2 2025
Guidance
For Q3 2026, the company expects Adjusted EBITDA of $95–$115 million, higher TiO2 and zircon pricing with modest volume moderation, and relatively neutral free cash flow, while reaffirming expectations for meaningful positive free cash flow for full-year 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Tronox (TROX) Q2 2026 revenue and profit results?
Tronox (TROX) generated Q2 2026 revenue of $868 million, up 19% year over year, but reported a net loss attributable to Tronox of $171 million, or $(1.07) per diluted share, reflecting weaker margins and higher interest and tax expenses.
How did TiO2 and zircon businesses perform for Tronox (TROX) in Q2 2026?
TiO2 revenue was $700 million, up 19%, driven by an 18% volume increase and stable pricing. Zircon revenue rose 43% to $97 million, as volumes grew 61% but average selling prices including mix fell 18% compared with Q2 2025.
What was Tronox (TROX) Q2 2026 Adjusted EBITDA and margin?
Tronox (TROX) reported Q2 2026 Adjusted EBITDA of $73 million, down 22% year over year, with Adjusted EBITDA margin of 8.4% versus 12.7% a year earlier. Sequentially, Adjusted EBITDA increased 18% from $62 million in Q1 2026.
What are Tronox (TROX) debt, liquidity and leverage figures as of June 30, 2026?
As of June 30, 2026, Tronox (TROX) had total debt of $3.2 billion, net debt of $3.0 billion, and available liquidity of $527 million. Net debt to trailing-twelve-month Adjusted EBITDA was 11.4x, compared with 9.0x at December 31, 2025.
What outlook and guidance did Tronox (TROX) provide for Q3 and full-year 2026?
For Q3 2026, Tronox (TROX) expects Adjusted EBITDA of $95–$115 million, with TiO2 and zircon volumes moderating seasonally but pricing rising mid- to high-single digits. The company anticipates relatively neutral Q3 free cash flow and continues to expect meaningful positive free cash flow for full-year 2026.
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) August 6, 2026 (August 5, 2026 )
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Laporte Road, Stallingborough
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Grimsby, North East Lincolnshire, DN40 2PR, UK
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(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:
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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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications 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
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Trading Symbol(s)
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Name of exchange on which registered
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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 (§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 2.02. |
Results of Operations and Financial Condition.
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Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated August 5, 2026, reporting the Company’s financial
results for the second quarter ended June 30, 2026. Such information, including the Exhibit 99.1 furnished hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Earnings Release, dated August 5, 2026.
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K.
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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.
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TRONOX HOLDINGS PLC
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Date: August 6, 2026
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By:
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/s/ Jeffrey N. Neuman
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Name: Jeffrey N. Neuman
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Title: Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
Tronox Reports Second Quarter 2026 Financial Results
STAMFORD, Conn., August 5, 2026/PRNewswire/ — Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), the world’s leading integrated manufacturer of titanium
dioxide (“TiO2”) pigment, today reported its financial results for the quarter ending June 30, 2026, as follows:
Second Quarter 2026 Financial Highlights:
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Revenue of $868 million, a 14% increase compared to the prior quarter and a 19% increase compared to the prior year
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Loss from operations of $21 million; net loss attributable to Tronox of $171 million (including $103 million tax valuation allowance); adjusted net loss attributable to Tronox was $82 million (non-GAAP)
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GAAP diluted loss per share was $1.07; Adjusted diluted loss per share was $0.51 (non-GAAP)
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Adjusted EBITDA of $73 million; Adjusted EBITDA margin of 8.4% (non-GAAP)
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Capital expenditures of $45 million
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Generated free cash flow of $60 million
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Outlook:
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Expect to deliver meaningful positive free cash flow for full year 2026, with Q3 relatively neutral
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Expect Q3 2026 TiO2 volumes to be down moderately, in the mid-single-digit percentage range, in-line with normal, seasonal patterns
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Expect Q3 zircon volumes to moderate slightly compared to Q2, due to inventory availability following a very strong first half
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TiO2 pricing expected to improve sequentially in the mid-single-digit percentage range and zircon pricing to improve in the mid- to high single-digit percentage range in
Q3 2026
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Q3 2026 Adjusted EBITDA expected to be $95-$115 million
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This outlook is based on Tronox’s views on current global economic activity and is subject to changes and impacts associated with the general
macroeconomic and industry-related conditions, global supply chain, and inflation-related challenges, among others.
------
Note: For the Company’s guidance with respect to Adjusted EBITDA and free cash flow, we are not able to provide without unreasonable effort the most
directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company’s control or cannot be reasonably predicted.
Summary of Select Financial Results for the Quarter Ending June 30, 2026
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($M unless otherwise noted)
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Q2 2026
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Q2 2025
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Y-o-Y%∆
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Q1 2026
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Q-o-Q%∆
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Revenue
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$
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868
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$
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731
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19
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%
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$
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760
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14
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%
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||||||||
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TiO2
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$
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700
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$
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587
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19
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%
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$
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616
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14
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%
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||||||||
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Zircon
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$
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97
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$
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68
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43
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%
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$
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89
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9
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%
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||||||||
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Other products
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$
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71
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$
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76
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(7
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)%
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$
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55
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29
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%
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(Loss) from operations
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$
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(21
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)
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$
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(35
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)
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n/
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m
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$
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(41
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)
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n/
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m
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|||||
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Net (loss) attributable to Tronox
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$
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(171
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)
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$
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(84
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)
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n/
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m
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$
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(103
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)
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n/
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m
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|||||
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GAAP diluted (loss) per share
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$
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(1.07
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)
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$
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(0.53
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)
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n/
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m
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$
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(0.65
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)
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n/
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m
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Adjusted diluted (loss) per share
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$
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(0.51
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)
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$
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(0.28
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)
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n/
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m
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$
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(0.55
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)
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n/
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m
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Adjusted EBITDA
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$
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73
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$
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93
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(22
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)%
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$
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62
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18
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%
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Adjusted EBITDA Margin %
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8.4
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%
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12.7
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%
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(430) bps
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8.2
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%
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20 bps
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Free cash flow
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$
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60
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$
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(55
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n/
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m
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$
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(135
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)
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n/
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m
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Y-o-Y % ∆
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Q-o-Q % ∆
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Volume
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Price / Mix
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FX
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Volume
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Price / Mix
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FX
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TiO2
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18 %
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0%
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1%
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9 %
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5 %
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0 %
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Zircon
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61 %
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(18)%
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—
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4 %
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5 %
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—
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CEO’s Remarks
Chief Executive Officer John Romano stated, “The strong commercial momentum we experienced during the first quarter continued into the second quarter. TiO2
volumes came in at the high end of our guidance and at the highest level since the second quarter of 2022. Our ability to reliably serve customers through our global footprint supported volume performance during the quarter, and we continue to
benefit from trade defense measures and structural shifts across the industry. Zircon volumes continued to strengthen in the second quarter, exceeding expectations and outperforming the already strong volumes delivered in the first quarter as supply
remained constrained across the industry. Pricing for both TiO2 and zircon increased 5% sequentially, as previously announced increases were implemented across our markets. During the quarter, we also announced additional pricing increases
for both TiO2 and zircon that are in effect for the third quarter.
“Operationally, we continued to realize benefits from our cost improvement program, which remains on track to deliver at the higher end of the $125-$175 million annual
run-rate savings target by the end of 2026. Our second quarter cost profile was in-line with our expectations, as higher costs, primarily related to the successful completion of two planned outages, were partially offset by the sale of more
lower-cost inventory during the quarter. As a result, we delivered Adjusted EBITDA within our guided range.”
Mr. Romano concluded, “Cash generation remains a key priority for our business and we delivered $60 million of positive free cash flow in the second quarter. We
continued to execute on working capital initiatives, reducing total inventory approximately $120 million from first quarter levels to its lowest value since June 2024. These actions improved liquidity and further strengthened our financial position.
While geopolitical developments in the Middle East continue to create uncertainty across portions of the industry, we remain focused on the factors within our control, including disciplined working capital management, commercial and operational
execution, and strengthening our balance sheet. At the same time, we are making targeted operating decisions to support future demand and product availability, including the restart of a furnace and advancing plans to bring production back online at
our West Mine, both at Namakwa, to support inventory levels, including zircon, to meet demand. Based on our outlook today, we continue to expect meaningful positive free cash flow generation for the full year.”
Second Quarter 2026 Results
(Comparisons are to prior year (Q2 2026 vs. Q2 2025) unless otherwise noted)
The Company recorded second quarter revenue of $868 million, an increase of 19% primarily driven by higher sales volumes of TiO2 and zircon, and a favorable exchange rate
impact, partially offset by lower average selling prices of zircon including mix.
Revenue from TiO2 sales was $700 million, an increase of 19% driven by a 18% increase in sales volumes and a 1% favorable
exchange rate impact, while average selling prices including mix remained flat. Sequentially, TiO2 sales increased 14%, driven by a 9% increase in sales volumes and a 5% increase in average selling prices including mix.
Zircon revenue increased 43%
to $97 million, driven by a 61% increase in sales volumes, partially offset by a 18% decrease in average selling prices including mix. Sequentially, zircon revenue increased 9%, driven by a 4% increase in
sales volumes, and a 5% increase in average
selling prices including mix.
Revenue from other products was $71 million, a decline of 7% year-over-year, driven by lower sales volumes. Sequentially, revenue from other products increased 29% primarily due to higher sales volumes of pig iron.
Net loss attributable to Tronox in the quarter was $171 million, or a loss of $1.07 per diluted share, compared to net loss attributable to Tronox of $84 million, or a loss of $0.53 per diluted share in the year-ago period. Non-recurring adjustments totaled $89 million, or $0.56 per diluted share. Excluding these items, adjusted net loss attributable to Tronox (non-GAAP) was $82
million, or a loss of $0.51 per diluted share.
Adjusted EBITDA of $73 million represented a 22% decrease, driven by unfavorable exchange rate movements, lower average selling prices including mix, higher production costs, freight and
other costs, partially offset by higher sales volumes. Adjusted EBITDA margin was 8.4%.
Sequentially, Adjusted EBITDA increased 18% due to higher average TiO2 and zircon selling prices including mix and higher sales volumes, partly offset by
higher production costs, unfavorable exchange rate impacts, and higher freight and other costs.
The Company’s selling, general and administrative expenses were $72 million for the quarter.
Tronox’s net interest expense in the quarter was $56 million. Depreciation, depletion and amortization expense was $76 million.
Balance Sheet, Cash Flow and Capital Allocation
Tronox ended the quarter with $3.2 billion of total debt, $3.0 billion of net debt and a net leverage ratio of 11.4x on a trailing twelve-month basis. Available liquidity at the end of the
quarter totaled $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. The Company replaced an expired short-term revolving credit facility with a new long-term financing arrangement providing
the Company with greater financial flexibility. The next significant debt maturity for the Company is not until 2029. Tronox does not have any financial covenants on its term loans or bonds. The Company has ample liquidity and does not expect to
trigger the springing covenant on the US revolving credit facility.
The Company generated free cash flow of $60 million. Capital expenditures were $45 million.
Rare Earths
Tronox continued to advance its rare earths strategy during the quarter, with a clear focus on moving further downstream in a disciplined manner. The definitive
feasibility study for the cracking and leaching facility is expected to conclude by third quarter 2027. The Company continued to evaluate development pathways that prioritize returns and limit incremental leverage. Tronox remains actively engaged
with potential customers, partners, and funding sources as it assesses the most responsible and value-accretive path forward, leveraging its existing mining footprint and expertise in hydrometallurgical and chemical operations. The Company believes
this strategy positions Tronox to participate in longer‑term efforts to diversify rare earth supply chains.
Outlook
Following a strong first half of the year, Tronox expects TiO2 volumes in the third quarter of 2026 to moderate sequentially in the mid-single-digit percentage
range compared to the second quarter, consistent with normal seasonal patterns. Zircon volumes in the second quarter are expected to moderate slightly following a very strong first half, primarily due to inventory availably. Pricing for TiO2
is expected to increase sequentially in the mid-single-digit percentage range and zircon is expected to increase sequentially in the mid- to high single-digit percentage range as pricing actions announced during the second quarter have taken effect
and are having a positive impact on our margins. Adjusted EBITDA for the third quarter of 2026 is expected to be in the range of $95-$115 million and margins are expected to improve sequentially. This range reflects the continued realization of
pricing actions implemented during the first half of the year and higher operating rates as the second quarter extended outages are complete. These benefits are expected to be partially offset by elevated input costs resulting from continued
volatility in the Middle East. The Company continues to evaluate opportunities to recover these higher costs through pricing and other commercial and operating initiatives over time. The Company expects free cash flow to be relatively neutral in the
third quarter. Tronox continues to expect meaningful positive free cash flow generation for the full year 2026.
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, August 6, 2026, at 9:00 AM
ET (New York). The live call is open to the public and can be accessed via live webcast and teleconference. Please visit investor.tronox.com for a link to register for
the live webcast and to view the accompanying slides.
Replay: A webcast replay will be available at investor.tronox.com following the call.
About Tronox
Tronox Holdings plc is one of the world’s leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide
products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals, including the rare earth-bearing
mineral, monazite. With approximately 5,700 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent
titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Cautionary Statement about Forward-Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance, our operating rates, anticipated completion of extensions and upgrades to
our mining operations, anticipated trends in our business and industry, including trade defense measures in specific jurisdictions and their timing and effectiveness, market penetration and growth rates, anticipated costs, competitive landscape,
benefits and timing of capital projects including planned mining expansions, the Company’s anticipated capital allocation strategy including future capital expenditures, the benefits and timing of the Company’s cost improvement and other cost saving,
inventory reduction and asset rationalization plans, our rare earths and critical minerals strategy and our sustainability goals, commitments and programs. These statements are only predictions based on our current expectations and projections about
future events. There are important factors that could cause our actual results, level of activity, performance, actual costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset
rationalization plans, or achievements to differ materially from the results, level of activity, performance, anticipated costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and
asset rationalization plans, or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade,
including import/export restrictions and tariffs; inflationary pressures and energy costs; currency movements; interest rate and debt market volatility, including in respect of our debt securities; political instability, including the ongoing
conflicts in Eastern Europe and the Middle East and any expansion of such conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well
as global and regional economic downturns, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal
and regulatory factors. These and other risk factors are discussed in the Company’s filings with the Securities and Exchange Commission.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our
management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other
person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake
no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Use of Non-GAAP Information
To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this release certain non-U.S.
GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income attributable to Tronox, including its presentation on a per share basis, and a non-U.S. GAAP liquidity measure of Free Cash Flow and net
leverage ratio on a trailing twelve-month basis. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company’s results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures
presented by the Company may be different from non-U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non-U.S. GAAP information provides useful measures to investors regarding the Company’s financial
performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non-U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute
for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein.
Investor Relations and Media Contact: Jennifer Guenther
+1.203.705.3701 extension: 103701 (Media)
+1.646.960.6598 (Investor Relations)
TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net sales
|
$
|
868
|
$
|
731
|
$
|
1,628
|
$
|
1,469
|
||||||||
|
Cost of goods sold
|
813
|
652
|
1,529
|
1,291
|
||||||||||||
|
Gross profit
|
55
|
79
|
99
|
178
|
||||||||||||
|
Restructuring and other charges
|
4
|
42
|
18
|
128
|
||||||||||||
|
Selling, general and administrative expenses
|
72
|
72
|
143
|
146
|
||||||||||||
|
Loss from operations
|
(21
|
)
|
(35
|
)
|
(62
|
)
|
(96
|
)
|
||||||||
|
Interest expense
|
(56
|
)
|
(45
|
)
|
(109
|
)
|
(87
|
)
|
||||||||
|
Interest income
|
—
|
1
|
2
|
3
|
||||||||||||
|
Other income (expense), net
|
10
|
(2
|
)
|
(2
|
)
|
(7
|
)
|
|||||||||
|
Loss before income taxes
|
(67
|
)
|
(81
|
)
|
(171
|
)
|
(187
|
)
|
||||||||
|
Income tax provision
|
(106
|
)
|
(4
|
)
|
(106
|
)
|
(9
|
)
|
||||||||
|
Net loss
|
(173
|
)
|
(85
|
)
|
(277
|
)
|
(196
|
)
|
||||||||
|
Net loss attributable to noncontrolling interest
|
(2
|
)
|
(1
|
)
|
(3
|
)
|
(1
|
)
|
||||||||
|
Net loss attributable to Tronox Holdings plc
|
$
|
(171
|
)
|
$
|
(84
|
)
|
$
|
(274
|
)
|
$
|
(195
|
)
|
||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Loss per share:
|
||||||||||||||||
|
Basic
|
$
|
(1.07
|
)
|
$
|
(0.53
|
)
|
$
|
(1.72
|
)
|
$
|
(1.23
|
)
|
||||
|
Diluted
|
$
|
(1.07
|
)
|
$
|
(0.53
|
)
|
$
|
(1.72
|
)
|
$
|
(1.23
|
)
|
||||
|
|
||||||||||||||||
|
Weighted average shares outstanding, basic (in thousands)
|
159,841
|
158,561
|
159,444
|
158,358
|
||||||||||||
|
Weighted average shares outstanding, diluted (in thousands)
|
159,841
|
158,561
|
159,444
|
158,358
|
||||||||||||
|
|
||||||||||||||||
|
Other Operating Data:
|
||||||||||||||||
|
Capital expenditures
|
45
|
83
|
112
|
193
|
||||||||||||
|
Depreciation, depletion and amortization expense
|
76
|
74
|
151
|
145
|
||||||||||||
TRONOX HOLDINGS PLC
RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
RECONCILIATION OF NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP)
TO ADJUSTED NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
|
||||||||||||||||
|
Net loss attributable to Tronox Holdings plc (U.S. GAAP)
|
$
|
(171
|
)
|
$
|
(84
|
)
|
$
|
(274
|
)
|
$
|
(195
|
)
|
||||
|
Gain on sale of Fuzhou (a)
|
(20
|
)
|
—
|
(20
|
)
|
—
|
||||||||||
|
Restructuring and other charges (b)
|
4
|
38
|
18
|
124
|
||||||||||||
|
Tax valuation allowance (c)
|
103
|
—
|
103
|
—
|
||||||||||||
|
Other (d)
|
2
|
1
|
3
|
2
|
||||||||||||
|
Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP)
|
$
|
(82
|
)
|
$
|
(45
|
)
|
$
|
(170
|
)
|
$
|
(69
|
)
|
||||
|
Diluted net loss per share (U.S. GAAP)
|
$
|
(1.07
|
)
|
$
|
(0.53
|
)
|
$
|
(1.72
|
)
|
$
|
(1.23
|
)
|
||||
|
Gain on sale of Fuzhou, per share
|
(0.13
|
)
|
—
|
(0.13
|
)
|
—
|
||||||||||
|
Restructuring and other charges, per share
|
0.03
|
0.24
|
0.12
|
0.78
|
||||||||||||
|
Tax valuation allowance, per share
|
0.65
|
—
|
0.65
|
—
|
||||||||||||
|
Other, per share
|
0.01
|
0.01
|
0.01
|
0.01
|
||||||||||||
|
Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (1)
|
$
|
(0.51
|
)
|
$
|
(0.28
|
)
|
$
|
(1.07
|
)
|
$
|
(0.44
|
)
|
||||
|
Weighted average shares outstanding, diluted (in thousands)
|
159,841
|
158,561
|
159,444
|
158,358
|
||||||||||||
(1) Diluted adjusted net loss per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net loss attributable to
Tronox Holdings plc and share information.
(a) Represents the gain on the sale of Fuzhou.
(b) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.
(c) Represents the establishment of a valuation allowance against certain state deferred tax assets within our US jurisdiction.
(d) Represents other activity not representative of the ongoing operations of the Company.
TRONOX HOLDINGS PLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Millions of U.S. dollars, except share and per share data)
|
|
June 30, 2026
|
December 31, 2025
|
||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
194
|
$
|
199
|
||||
|
Restricted cash
|
12
|
12
|
||||||
|
Accounts receivable (net of allowance for credit losses of $1 and $1 as of June 30, 2026 and December 31, 2025,
respectively)
|
363
|
289
|
||||||
|
Inventories, net
|
1,458
|
1,652
|
||||||
|
Prepaid and other assets
|
113
|
112
|
||||||
|
Income taxes receivable
|
1
|
1
|
||||||
|
Total current assets
|
2,141
|
2,265
|
||||||
|
Noncurrent Assets
|
||||||||
|
Property, plant and equipment, net
|
1,988
|
2,007
|
||||||
|
Mineral leaseholds, net
|
595
|
608
|
||||||
|
Intangible assets, net
|
203
|
214
|
||||||
|
Lease right of use assets, net
|
180
|
173
|
||||||
|
Deferred tax assets
|
727
|
833
|
||||||
|
Other long-term assets
|
116
|
117
|
||||||
|
Total assets
|
$
|
5,950
|
$
|
6,217
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
$
|
404
|
$
|
481
|
||||
|
Accrued liabilities
|
254
|
274
|
||||||
|
Short-term lease liabilities
|
24
|
22
|
||||||
|
Obligations under inventory financing arrangement
|
50
|
50
|
||||||
|
Short-term debt
|
68
|
51
|
||||||
|
Long-term debt due within one year
|
39
|
39
|
||||||
|
Income taxes payable
|
1
|
2
|
||||||
|
Total current liabilities
|
840
|
919
|
||||||
|
Noncurrent Liabilities
|
||||||||
|
Long-term debt, net
|
3,123
|
3,132
|
||||||
|
Pension and postretirement healthcare benefits
|
80
|
81
|
||||||
|
Asset retirement obligations
|
209
|
198
|
||||||
|
Environmental liabilities
|
30
|
39
|
||||||
|
Long-term lease liabilities
|
156
|
148
|
||||||
|
Deferred tax liabilities
|
212
|
208
|
||||||
|
Other long-term liabilities
|
109
|
43
|
||||||
|
Total liabilities
|
4,759
|
4,768
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Shareholders’ Equity
|
||||||||
|
Tronox Holdings plc ordinary shares, par value $0.01 — 159,700,029 shares issued and outstanding at June 30, 2026 and
158,557,858 shares issued and outstanding at December 31, 2025
|
2
|
2
|
||||||
|
Capital in excess of par value
|
2,097
|
2,103
|
||||||
|
(Accumulated deficit) retained earnings
|
(244
|
)
|
30
|
|||||
|
Accumulated other comprehensive loss
|
(694
|
)
|
(717
|
)
|
||||
|
Total Tronox Holdings plc shareholders’ equity
|
1,161
|
1,418
|
||||||
|
Noncontrolling interest
|
30
|
31
|
||||||
|
Total equity
|
1,191
|
1,449
|
||||||
|
Total liabilities and equity
|
$
|
5,950
|
$
|
6,217
|
||||
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Millions of U.S. dollars)
|
|
Six Months Ended June 30,
|
|||||||
|
|
2026
|
2025
|
||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net loss
|
$
|
(277
|
)
|
$
|
(196
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation, depletion and amortization
|
151
|
145
|
||||||
|
Deferred income taxes
|
106
|
7
|
||||||
|
Share-based compensation expense
|
11
|
9
|
||||||
|
Amortization of deferred debt issuance costs and discount on debt
|
6
|
5
|
||||||
|
Restructuring and other charges
|
18
|
128
|
||||||
|
Other non-cash items affecting net loss
|
9
|
29
|
||||||
|
Changes in assets and liabilities:
|
||||||||
|
Increase in accounts receivable, net of allowance for credit losses
|
(74
|
)
|
(19
|
)
|
||||
|
Decrease (increase) in inventories, net
|
191
|
(76
|
)
|
|||||
|
Decrease in prepaid and other assets
|
21
|
29
|
||||||
|
Restructuring payments
|
(29
|
)
|
(27
|
)
|
||||
|
Decrease in accounts payable and accrued liabilities
|
(84
|
)
|
(23
|
)
|
||||
|
Net changes in income tax payables and receivables
|
-
|
(5
|
)
|
|||||
|
Changes in other non-current assets and liabilities
|
(12
|
)
|
(10
|
)
|
||||
|
Cash provided by (used in) operating activities
|
37
|
(4
|
)
|
|||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Capital expenditures
|
(112
|
)
|
(193
|
)
|
||||
|
Loans
|
-
|
15
|
||||||
|
Proceeds from dispositions and asset sales
|
15
|
2
|
||||||
|
Cash used in investing activities
|
(97
|
)
|
(176
|
)
|
||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Repayments of short-term debt
|
(99
|
)
|
(11
|
)
|
||||
|
Repayments of long-term debt
|
(16
|
)
|
(14
|
)
|
||||
|
Repayments of inventory financing arrangement
|
(50
|
)
|
-
|
|||||
|
Proceeds from inventory financing arrangement
|
50
|
-
|
||||||
|
Proceeds from sale and leaseback transaction
|
75
|
-
|
||||||
|
Proceeds from short-term debt
|
116
|
203
|
||||||
|
Debt issuance costs
|
(2
|
)
|
(1
|
)
|
||||
|
Sale and leaseback transaction costs
|
(1
|
)
|
-
|
|||||
|
Dividends paid
|
(16
|
)
|
(20
|
)
|
||||
|
Restricted stock and performance-based shares settled in cash for withholding taxes
|
-
|
(1
|
)
|
|||||
|
Cash provided by financing activities
|
57
|
156
|
||||||
|
Effects of exchange rate changes on cash and cash equivalents and restricted cash
|
(2
|
)
|
5
|
|||||
|
Net decrease in cash and cash equivalents and restricted cash
|
(5
|
)
|
(19
|
)
|
||||
|
Cash and cash equivalents and restricted cash at beginning of period
|
211
|
152
|
||||||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
206
|
$
|
133
|
||||
TRONOX HOLDINGS PLC
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF NET SALES AND NET DEBT TO TRAILING-TWELVE
MONTHS ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
|
||||||||||||||||
|
Net loss (U.S. GAAP)
|
$
|
(173
|
)
|
$
|
(85
|
)
|
$
|
(277
|
)
|
$
|
(196
|
)
|
||||
|
Interest expense
|
56
|
45
|
109
|
87
|
||||||||||||
|
Interest income
|
—
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
|||||||||
|
Income tax provision
|
106
|
4
|
106
|
9
|
||||||||||||
|
Depreciation, depletion and amortization expense
|
76
|
74
|
151
|
145
|
||||||||||||
|
EBITDA (non-U.S. GAAP)
|
65
|
37
|
87
|
42
|
||||||||||||
|
Gain on sale of Fuzhou (a)
|
(20
|
)
|
—
|
(20
|
)
|
—
|
||||||||||
|
Share-based compensation (b)
|
5
|
4
|
11
|
9
|
||||||||||||
|
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)
|
6
|
7
|
10
|
14
|
||||||||||||
|
Accounts receivable securitization program (d)
|
4
|
3
|
7
|
7
|
||||||||||||
|
Foreign currency remeasurement (e)
|
7
|
(2
|
)
|
14
|
(1
|
)
|
||||||||||
|
Restructuring and other charges (f)
|
4
|
42
|
18
|
128
|
||||||||||||
|
Other items (g)
|
2
|
2
|
8
|
6
|
||||||||||||
|
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
73
|
$
|
93
|
$
|
135
|
$
|
205
|
||||||||
|
|
Three Months Ended June 30,
|
|||||||
|
|
2026
|
2025
|
||||||
|
Net sales
|
$
|
868
|
|
$
|
731
|
|
||
|
Net loss (U.S. GAAP)
|
$ |
(173
|
) |
$ |
(85
|
) |
||
|
Net loss (U.S. GAAP) as a % of Net sales
|
(19.9
|
)% |
(11.6
|
)%
|
||||
|
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales
|
8.4
|
% |
12.7
|
% |
||||
|
|
|
|
||||||
|
|
June 30, 2026
|
December 31, 2025
|
||||||
|
Long-term debt, net
|
$ |
3,123
|
|
$ |
3,132
|
|||
|
Short-term debt
|
68
|
51 | ||||||
|
Long-term debt due within one year
|
39
|
39
|
||||||
|
(Less) Cash and cash equivalents
|
(194
|
) |
(199
|
) |
||||
|
Net debt (1)
|
$ |
3,036
|
$ |
3,023
|
|
|||
|
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)
|
$ |
266
|
$ |
336
|
||||
|
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)
|
11.4
|
x |
9.0 |
x |
||||
(a) Represents the gain on the sale of Fuzhou.
(b) Represents non-cash share-based compensation.
(c) Primarily represents accretion expense and other noncash adjustments to asset
retirement obligations and environmental liabilities.
(d) Primarily represents expenses associated with the Company’s accounts receivable securitization program which is used as a source of liquidity in
the Company’s overall capital structure.
(e) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany
receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(f) Represents restructuring and other charges associated with the Botlek and Fuzhou
plant closures.
(g) Includes noncash pension and postretirement costs, asset write-offs and other
items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(1) Net debt calculation excludes the other financing arrangements (inventory
financing arrangement and sale leaseback transaction).
TRONOX HOLDINGS PLC
FREE CASH FLOW (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
The following table reconciles cash used in operating activities to free cash flow for the three and six months ended June 30, 2026:
|
|
Six Months Ended
June 30, 2026
|
Three Months Ended
March 31, 2026 |
Three Months Ended
June 30, 2026
|
|||||||||
|
Cash used in operating activities
|
$
|
37
|
$
|
(68
|
)
|
$
|
105
|
|||||
|
Capital expenditures
|
(112
|
)
|
(67
|
)
|
(45
|
)
|
||||||
|
Free cash flow (non-U.S. GAAP)
|
$
|
(75
|
)
|
$
|
(135
|
)
|
$
|
60
|
||||
TRONOX HOLDINGS PLC
RECONCILIATION OF TRAILING TWELVE MONTH NET LOSS TO EBITDA AND ADJUSTED EBITDA (NON-U.S. GAAP)
(UNAUDITED)
(Millions of U.S. dollars)
|
|
Three Months Ended
|
Trailing Twelve Month
|
||||||||||||||||||
|
|
September 30, 2025
|
December 31, 2025
|
March 31, 2026
|
June 30, 2026
|
Adjusted EBITDA
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Net loss (U.S. GAAP)
|
$
|
(100
|
)
|
$
|
(177
|
)
|
$
|
(104
|
)
|
$
|
(173
|
)
|
$
|
(554
|
)
|
|||||
|
Interest expense
|
48
|
54
|
53
|
56
|
211
|
|||||||||||||||
|
Interest income
|
(1
|
)
|
(2
|
)
|
(2
|
)
|
—
|
(5
|
)
|
|||||||||||
|
Income tax provision (benefit)
|
8
|
(2
|
)
|
—
|
106
|
112
|
||||||||||||||
|
Depreciation, depletion and amortization expense
|
75
|
82
|
75
|
76
|
308
|
|||||||||||||||
|
EBITDA (non-U.S. GAAP)
|
30
|
(45
|
)
|
22
|
65
|
72
|
||||||||||||||
|
Gain on sale of Fuzhou (a)
|
—
|
—
|
—
|
(20
|
)
|
(20
|
)
|
|||||||||||||
|
Share-based compensation (b)
|
5
|
6
|
6
|
5
|
22
|
|||||||||||||||
|
Foreign currency remeasurement (c)
|
—
|
7
|
7
|
7
|
21
|
|||||||||||||||
|
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (d)
|
6
|
(11
|
)
|
4
|
6
|
5
|
||||||||||||||
|
Accounts receivable securitization program (e)
|
3
|
3
|
3
|
4
|
13
|
|||||||||||||||
|
Restructuring and other charges (f)
|
25
|
79
|
14
|
4
|
122
|
|||||||||||||||
|
Other items (g)
|
5
|
18
|
6
|
2
|
31
|
|||||||||||||||
|
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
74
|
$
|
57
|
$
|
62
|
$
|
73
|
$
|
266
|
||||||||||
(a) Represents the gain on the sale of Fuzhou.
(b) Represents non-cash share-based compensation.
(c) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany
receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.
(d) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities.
(e) Primarily represents expenses associated with the Company’s accounts receivable securitization program which is used as a source of liquidity in
the Company’s overall capital structure.
(f) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures.
(g) Includes noncash pension and postretirement costs, asset write-offs, severance expense and other items included in “Selling general and
administrative expenses”, “Cost of goods sold” and “Other income (expense), net” in the unaudited Condensed Consolidated Statements of Operations.