Tronox sees roughly $25M–$50M free cash outflow in 2026
Fourth-quarter Adjusted EBITDA is forecast at $80 million to $90 million, while full-year free cash flow is expected to be a use of cash.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Tronox Holdings plc (TROX) reported third-quarter 2026 revenue of $827 million, up 18% year over year, and Adjusted EBITDA of $101 million, up 36%; adjusted EBITDA margin was 12.2%, versus 10.6%. Net loss attributable to Tronox was $55 million, compared with $99 million a year earlier, and free cash flow was $5 million.
Management attributed EBITDA performance mainly to higher selling prices, partly offset by higher production and freight costs and unfavorable currency effects. It expects fourth-quarter Adjusted EBITDA of $80 million to $90 million and positive free cash flow of $20 million to $45 million; full-year 2026 free cash flow is expected to be a use of approximately $25 million to $50 million. The fourth-quarter EBITDA outlook reflects approximately $15 million to $20 million of higher-than-expected input costs.
At September 30, 2026, available liquidity was $509 million and the net leverage ratio was 10.5x on a trailing-twelve-month basis. The cost improvement program remains on track to deliver more than $175 million of run-rate savings by year-end 2026. Tronox and JX Advanced Metals will fund approximately $32 million in aggregate on a 50/50 basis for rare-earth studies and development of a U.S.-based pilot facility.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointQ3 2026 revenue rose 18% year over year to $827 million.
- Moderate pointQ3 2026 Adjusted EBITDA rose 36% year over year to $101 million.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Full-year 2026 free cash flow: expected cash use of approximately $25 million to $50 million.
Filing Explained
The release says Tronox’s next significant debt maturity is not until 2029, its term loans and bonds have no financial covenants, and it does not expect to trigger the U.S. revolving credit facility’s springing covenant.
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, or exhibit attachments filed with this report.
Key Figures
Revenue: $827 million
Adjusted EBITDA: $101 million
Net loss attributable to Tronox: $55 million loss
+4 more
7 metrics
Revenue
$827 million
Q3 2026; up 18% year over year
Adjusted EBITDA
$101 million
Q3 2026; up 36% year over year
Net loss attributable to Tronox
$55 million loss
Q3 2026; compared with a $99 million loss in Q3 2025
Adjusted EBITDA margin
12.2%
Q3 2026; compared with 10.6% in Q3 2025
Free cash flow
$5 million
Q3 2026
Net leverage ratio
10.5x
Trailing twelve months at September 30, 2026
Full-year free cash flow outlook
Use of approximately $25 million to $50 million
Full year 2026
Key Terms
Adjusted EBITDA, free cash flow, net leverage ratio, anti-dumping duties, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $101 million"
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
"Free cash flow for the third 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 10.5x 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.
anti-dumping duties regulatory
"reinstatement of anti-dumping duties in India"
A tariff imposed by a government on imported goods that are believed to be sold abroad at unfairly low prices (known as "dumping"); the extra charge acts like a temporary surcharge to bring foreign prices closer to domestic market levels. Investors watch these duties because they can raise costs for importers, protect local producers, change competitive dynamics, and alter revenue or margin outlooks for companies exposed to affected products or markets.
rare earth oxides technical
"producing initial quantities of high-purity rare earth oxides"
Rare earth oxides are compounds formed when rare earth elements combine with oxygen, creating powders or solids used as the raw ingredients for critical components like strong magnets, catalysts, display phosphors and some battery materials. They matter to investors because these materials are essential to many high‑growth industries and their supply is often concentrated and hard to scale, so shortages, production changes or cost swings can quickly affect manufacturers’ profits and stock values.
Earnings Snapshot
Revenue: $827 million · Guidance included
Third quarter 2026
Revenue
$827 million
18% increase year over year
Adjusted EBITDA
$101 million
36% increase year over year
Net loss attributable to Tronox
$55 million loss
Compared with a $99 million loss in Q3 2025
Adjusted EBITDA margin
12.2%
Compared with 10.6% in Q3 2025
Guidance
Fourth-quarter 2026 Adjusted EBITDA is expected to be $80 million to $90 million, with positive free cash flow of $20 million to $45 million. Full-year 2026 free cash flow is expected to be a use of approximately $25 million to $50 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were TROX's Q3 2026 revenue and Adjusted EBITDA?
Tronox reported revenue of $827 million and Adjusted EBITDA of $101 million for Q3 2026, up 18% and 36%, respectively, year over year. Adjusted EBITDA margin was 12.2%, compared with 10.6% in Q3 2025.
What is TROX's fourth-quarter 2026 earnings and cash-flow outlook?
Tronox expects fourth-quarter Adjusted EBITDA of $80 million to $90 million and positive free cash flow of $20 million to $45 million. Full-year 2026 free cash flow is expected to be a use of approximately $25 million to $50 million. The EBITDA outlook reflects approximately $15 million to $20 million of higher-than-expected input costs.
How much debt and liquidity did TROX report at September 30, 2026?
At September 30, 2026, Tronox reported total debt of $3.2 billion, net debt of $3.1 billion and available liquidity of $509 million, including $136 million in cash and $373 million available under revolving credit agreements. The next significant debt maturity is not until 2029, and the company stated that its term loans and bonds have no financial covenants.
What does TROX's agreement with JX Advanced Metals fund?
Tronox and JX Advanced Metals will fund approximately $32 million in aggregate on a 50/50 basis to support a definitive feasibility study for a proposed Australian facility, a pre-feasibility study for a proposed U.S. refinery, and development of a U.S.-based pilot facility capable of producing initial quantities of high-purity rare earth oxides.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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) November 5, 2026 (November 4, 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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||
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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:
|
|
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. ☐
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Item 2.02.
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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 November 4, 2026, reporting the Company’s financial
results for the third quarter ended September 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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Item 9.01.
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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 November 4, 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: November 5, 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 Third Quarter 2026 Financial Results
Third quarter financial results in-line with prior guidance
STAMFORD, Conn., November 4, 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 September 30, 2026, as follows:
Third Quarter 2026 Financial Highlights:
| • |
Revenue of $827 million, an 18% increase compared to the prior year and a 5% decrease compared to the prior quarter
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| • |
Income from operations of $12 million; net loss attributable to Tronox of $55 million; and adjusted net loss attributable to Tronox was $54 million (non-GAAP)
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| • |
GAAP diluted loss per share was $0.34; Adjusted diluted loss per share was $0.34 (non-GAAP)
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| • |
Adjusted EBITDA of $101 million; Adjusted EBITDA margin of 12.2% (non-GAAP)
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| • |
Capital expenditures of $57 million
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| • |
Generated free cash flow of $5 million (non-GAAP)
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Outlook:
| • |
Expect Q4 2026 TiO2 volumes to decline sequentially in the high-single to low double-digit percentage range, primarily driven by seasonality
|
| • |
Expect Q4 2026 zircon volume levels to soften moderately sequentially, primarily due to inventory availability
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| • |
Expect Q3 TiO2 pricing gains to be sustained in Q4 and zircon pricing to increase sequentially in the mid-single-digit percentage range
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| • |
Q4 2026 Adjusted EBITDA expected to be $80-$90 million
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| • |
Expect free cash flow to be a source of $20-$45 million for Q4 2026, resulting in a free cash flow use of $25-50 million for full year 2026, updated from previous expectations
primarily due to the unforeseen prolonged conflict in the Middle East, driving unanticipated raw material price headwinds and weaker sales volumes
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This outlook is based on Tronox’s views on current global economic activity and is subject to changes and impacts associated with the general
macroeconomic and industry-related conditions, global supply chain, and inflation-related challenges, among others.
------
Note: For the Company’s guidance with respect to fourth quarter 2026 Adjusted EBITDA and free cash flow, we are not able to provide without
unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company’s control or cannot be reasonably
predicted.
Summary of Select Financial Results for the Quarter Ending September 30, 2026
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($M unless otherwise noted)
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Q3 2026
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Q3 2025
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Y-o-Y%∆
|
|
Q2 2026
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Q-o-Q%∆
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|||||||||||
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Revenue
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$
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827 |
$
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699 |
18
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%
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$
|
868
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(5)
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%
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||||||||
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TiO2
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$
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653
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$
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550
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19
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%
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$
|
700 | (7) |
%
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||||||||
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Zircon
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$
|
93
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$
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59 |
58
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%
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$
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97
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(4) |
%
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||||||||
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Other products
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$
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81
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$
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90 |
(10
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)%
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$
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71
|
14 |
%
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||||||||
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Income (loss) from operations
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$
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12
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|
$
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(43
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)
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n/
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m
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$
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(21
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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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(55
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)
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$
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(99
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)
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n/
|
m
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$
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(171
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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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(0.34
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)
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$
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(0.63
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)
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n/
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m
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$
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(1.07
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)
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n/
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m
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|||||
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Adjusted diluted (loss) per share
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$
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(0.34
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)
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$
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(0.46
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)
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n/
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m
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$
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(0.51
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)
|
n/
|
m
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|||||
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Adjusted EBITDA
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$
|
101
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$
|
74 |
36
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%
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$
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73 |
38
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%
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||||||||
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Adjusted EBITDA Margin %
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12.2
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%
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10.6
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%
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160
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bps |
8.4
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%
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380
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bps | ||||||||
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Free cash flow
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$
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5 |
$
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(137
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)
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n/
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m
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$
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60
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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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|||||
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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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10%
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9%
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0%
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(11)%
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4%
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0%
|
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Zircon
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49%
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9%
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—
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(13)%
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9%
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—
|
CEO’s Remarks
Chief Executive Officer John Romano commented, “During the third quarter, we strengthened our commercial position through pricing actions across all markets, as
increases announced during the second quarter were successfully implemented during the third quarter, supported by antidumping initiatives, evolving industry supply dynamics, and the value customers continue to place on reliable, long-term supplier
relationships. The unforeseen prolonged conflict in the Middle East caused broader macro uncertainty, unfavorably impacting third quarter demand and driving supply chain disruptions, that resulted in higher than anticipated raw material input costs
including natural gas, sulfur, and sulfuric acid. Our sales prices remained resilient against this more challenging demand backdrop. We are encouraged by the reinstatement of anti-dumping duties in India and the announcement of the launch of the
EU’s anti-absorption investigation, both of which represent a meaningful step toward establishing a more level competitive environment in our key markets.
“Operationally, we successfully ramped up both the Namakwa furnace and the West Mine to support customer demand and improve future inventory availability, particularly
for zircon. On the pigment side, operating rates increased sequentially, although we adjusted production levels in response to lower-than-anticipated demand in the quarter, reflecting our continued focus on disciplined cash management.
Additionally, operating rates at our Yanbu pigment facility were impacted as we incurred unplanned downtime following a temporary closure of Saudi Arabia’s East-West natural gas pipeline due the ongoing conflict in the region. The site is back up
and running, and I want to take a moment to recognize our team there who continue to demonstrate tremendous resilience and commitment against an extraordinarily challenging backdrop. We continue to take actions to mitigate external cost and
operational pressures. With two months left in the year, our cost improvement program remains on track to deliver more than $175 million of run-rate savings by the end of 2026, exceeding the high end of our original target. Despite the macro
challenges, Adjusted EBITDA increased to $101 million from $73 million in the second quarter, within our guided range, and our Adjusted EBITDA margin improved to 12.2%, reflecting the benefit of price realization across our markets.
“We also took an important step forward in advancing our rare earths and critical minerals strategy through our recently announced cooperation and investment agreement
with JX Advanced Metals (“JXAM”). Under the agreement, the companies will fund on a 50/50 basis approximately $32 million in aggregate to support a definitive feasibility study for the proposed Australian cracking and leaching facility, a
pre-feasibility study for a proposed US refinery, and development of a US-based pilot facility capable of producing initial quantities of high-purity rare earth oxides. The partnership brings together Tronox’s mining, mineral separation and
chemical processing capabilities with JXAM’s refining and advanced materials experience as the companies evaluate a more integrated rare earth platform. This is an important milestone for our strategy and one that strengthens the long-term
opportunity associated with the platform, including a framework to evaluate a broader range of critical minerals opportunities.”
Mr. Romano concluded, “Cash generation, working capital and liquidity remain key priorities. Free cash flow for the third quarter was consistent with our expectations.
With the unforeseen prolonged conflict in the Middle East causing both supply chain disruptions and weaker demand in some markets, we now anticipate full year free cash flow to be a use of cash, driven by raw material price headwinds and lower
sales volumes resulting in less earnings and lower cash from working capital in the fourth quarter than previously anticipated. Against this backdrop, we remain focused on the actions within our control. Cost discipline is an ongoing commitment,
and as we look ahead, we plan to set cost improvement targets for 2027 and 2028 similar to those of the past two years. We continue to actively manage inventory while maintaining a proactive approach to the balance sheet by minimizing adverse
impacts from external influences. Preserving the financial flexibility needed to support our customers, operations, and long-term strategic objectives remains a top priority. Across the business, we remain focused on positioning Tronox to capture
the longer-term earnings potential of both our core business and future rare earths and critical minerals platforms.”
Third Quarter 2026 Results
(Comparisons are to prior year (Q3 2026 vs. Q3 2025) unless otherwise noted)
The Company recorded third quarter revenue of $827 million, an increase of 18% primarily driven by higher sales volumes and higher average selling prices, including mix, partially offset
by unfavorable foreign exchange impacts.
Revenue from TiO2 sales was $653 million, an increase of 19% driven by a 10% increase in sales volumes and a 9% increase in average selling prices including mix. Sequentially, TiO2
sales declined 7%, driven by an 11% decrease in sales volumes partially offset by a 4% increase in average selling prices including mix.
Zircon revenue increased 58%
to $93 million, driven by a 49% increase in sales volumes and a 9% increase in average selling prices including mix. Sequentially, zircon revenue decreased 4%, driven by a 13% decrease in sales volumes partially
offset by a 9% increase in average selling prices including mix.
Revenue from other products was $81 million, a decline of 10%, driven by lower sales volumes. Sequentially, revenue from other products increased 14% primarily due to higher sales volumes.
Net loss attributable to Tronox in the quarter was $55 million, or a loss of $0.34 per diluted share, compared to net loss attributable to Tronox of $99 million, or a loss of $0.63 per diluted share in the year-ago period. Adjusted net loss attributable to Tronox (non-GAAP) was $54
million, or a loss of $0.34 per diluted share.
Adjusted EBITDA of $101 million represented a 36% increase, driven by higher average selling prices including mix, partially offset by unfavorable exchange rate movements, higher production
costs, and higher freight costs. Adjusted EBITDA margin was 12.2%.
Sequentially, Adjusted EBITDA increased 38% due to higher average TiO2 and zircon selling prices including mix and lower corporate costs partly offset by
lower sales volumes and higher production costs.
The Company’s selling, general and administrative expenses were $65 million for the quarter.
Tronox’s net interest expense in the quarter was $55 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, $3.1 billion of net debt and a net leverage ratio of 10.5x on a trailing twelve-month basis. Available liquidity at the end of the
quarter totaled $509 million, including $136 million in cash and cash equivalents and $373 million available under revolving credit agreements. 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 $5 million. Capital expenditures were $57 million.
Outlook
Following a strong first half of the year, Tronox expects TiO2 volumes in the fourth quarter of 2026 to decline sequentially in the high-single to low
double-digit percentage range compared to the third quarter, primarily reflecting seasonality as well as lower demand in Europe and Asia Pacific. Zircon volume levels are expected to soften moderately compared to the third quarter, primarily due to
inventory availability. TiO2 pricing gains realized in the third quarter are expected to be sustained in the fourth quarter, while zircon pricing is expected to increase sequentially in the mid-single-digit percentage range. Adjusted
EBITDA for the fourth quarter of 2026 is expected to be in the range of $80-$90 million. This range reflects the unforeseen prolonged impacts of the conflict in the Middle East, which has continued longer than anticipated, including approximately
$15-20 million of higher than expected input costs, primarily from natural gas, sulfur, and sulfuric acid, as well as lower TiO2 sales revenue than previously anticipated. Tronox expects positive free cash flow for the fourth quarter of
$20-$45 million, resulting in a use of free cash for the full year 2026 of approximately $25-$50 million. The Company remains focused on the factors within its control, including reducing anticipated capital expenditures by approximately $30
million for full year 2026, actively managing working capital, and preserving financial flexibility.
Webcast Conference Call
Tronox will conduct a webcast conference call on Thursday, November 5, 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; continuing inflationary pressures and energy costs, including as it relates to, among other things, natural gas; 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; continuing 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 September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
|
2026
|
2025
|
2026
|
2025
|
||||||||||||
|
Net sales
|
$
|
827
|
$
|
699
|
$
|
2,455
|
$
|
2,168
|
||||||||
|
Cost of goods sold
|
750
|
647
|
2,279
|
1,938
|
||||||||||||
|
Gross profit
|
77
|
52
|
176
|
230
|
||||||||||||
|
Restructuring and other charges
|
—
|
25
|
18
|
153
|
||||||||||||
|
Selling, general and administrative expenses
|
65
|
70
|
208
|
216
|
||||||||||||
|
Income (Loss) from operations
|
12
|
(43
|
)
|
(50
|
)
|
(139
|
)
|
|||||||||
|
Interest expense
|
(56
|
)
|
(48
|
)
|
(165
|
)
|
(135
|
)
|
||||||||
|
Interest income
|
1
|
1
|
3
|
4
|
||||||||||||
|
Other expense, net
|
(7
|
)
|
(2
|
)
|
(9
|
)
|
(9
|
)
|
||||||||
|
Loss before income taxes
|
(50
|
)
|
(92
|
)
|
(221
|
)
|
(279
|
)
|
||||||||
|
Income tax provision
|
(6
|
)
|
(8
|
)
|
(112
|
)
|
(17
|
)
|
||||||||
|
Net loss
|
(56
|
)
|
(100
|
)
|
(333
|
)
|
(296
|
)
|
||||||||
|
Net loss attributable to noncontrolling interest
|
(1
|
)
|
(1
|
)
|
(4
|
)
|
(2
|
)
|
||||||||
|
Net loss attributable to Tronox Holdings plc
|
$
|
(55
|
)
|
$
|
(99
|
)
|
$
|
(329
|
)
|
$
|
(294
|
)
|
||||
|
Loss per share:
|
||||||||||||||||
|
Basic
|
$
|
(0.34
|
)
|
$
|
(0.63
|
)
|
$
|
(2.06
|
)
|
$
|
(1.85
|
)
|
||||
|
Diluted
|
$
|
(0.34
|
)
|
$
|
(0.63
|
)
|
$
|
(2.06
|
)
|
$
|
(1.85
|
)
|
||||
|
Weighted average shares outstanding, basic (in thousands)
|
159,701
|
158,600
|
159,524
|
158,439
|
||||||||||||
|
Weighted average shares outstanding, diluted (in thousands)
|
159,701
|
158,600
|
159,524
|
158,439
|
||||||||||||
|
Other Operating Data:
|
||||||||||||||||
|
Capital expenditures
|
57
|
80
|
169
|
273
|
||||||||||||
|
Depreciation, depletion and amortization expense
|
76
|
75
|
227
|
220
|
||||||||||||
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 September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Net loss attributable to Tronox Holdings plc (U.S. GAAP)
|
$
|
(55
|
)
|
$
|
(99
|
)
|
$
|
(329
|
)
|
$
|
(294
|
)
|
||||
|
Gain on sale of Fuzhou (a)
|
—
|
—
|
(20
|
)
|
—
|
|||||||||||
|
Restructuring and other charges (b)
|
—
|
25
|
18
|
150
|
||||||||||||
|
Tax valuation allowance (c)
|
—
|
—
|
103
|
—
|
||||||||||||
|
Other (d)
|
1
|
2
|
4
|
3
|
||||||||||||
|
Adjusted net loss attributable to Tronox Holdings plc (non-U.S. GAAP)
|
$
|
(54
|
)
|
$
|
(72
|
)
|
$
|
(224
|
)
|
$
|
(141
|
)
|
||||
|
Diluted net loss per share (U.S. GAAP)
|
$
|
(0.34
|
)
|
$
|
(0.63
|
)
|
$
|
(2.06
|
)
|
$
|
(1.85
|
)
|
||||
|
Gain on sale of Fuzhou, per share
|
—
|
—
|
(0.13
|
)
|
—
|
|||||||||||
|
Restructuring and other charges, per share
|
—
|
0.16
|
0.12
|
0.94
|
||||||||||||
|
Tax valuation allowance, per share
|
—
|
—
|
0.65
|
—
|
||||||||||||
|
Other, per share
|
—
|
0.01
|
0.02
|
0.02
|
||||||||||||
|
Diluted adjusted net loss per share attributable to Tronox Holdings plc (non-U.S. GAAP) (1)
|
$
|
(0.34
|
)
|
$
|
(0.46
|
)
|
$
|
(1.40
|
)
|
$
|
(0.89
|
)
|
||||
|
Weighted average shares outstanding, diluted (in thousands)
|
159,701
|
158,600
|
159,524
|
158,439
|
||||||||||||
(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)
|
September 30, 2026
|
December 31, 2025
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$
|
136
|
$
|
199
|
||||
|
Restricted cash
|
18
|
12
|
||||||
|
Accounts receivable (net of allowance for credit losses of $1 and $1 as of September 30, 2026 and December 31, 2025,
respectively)
|
348
|
289
|
||||||
|
Inventories, net
|
1,435
|
1,652
|
||||||
|
Prepaid and other assets
|
176
|
112
|
||||||
|
Income taxes receivable
|
2
|
1
|
||||||
|
Total current assets
|
2,115
|
2,265
|
||||||
|
Noncurrent Assets
|
||||||||
|
Property, plant and equipment, net
|
1,978
|
2,007
|
||||||
|
Mineral leaseholds, net
|
588
|
608
|
||||||
|
Intangible assets, net
|
197
|
214
|
||||||
|
Lease right of use assets, net
|
175
|
173
|
||||||
|
Deferred tax assets
|
723
|
833
|
||||||
|
Other long-term assets
|
115
|
117
|
||||||
|
Total assets
|
$
|
5,891
|
$
|
6,217
|
||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable
|
$
|
437
|
$
|
481
|
||||
|
Accrued liabilities
|
239
|
274
|
||||||
|
Short-term lease liabilities
|
24
|
22
|
||||||
|
Obligations under inventory financing arrangement
|
49
|
50
|
||||||
|
Short-term debt
|
47
|
51
|
||||||
|
Long-term debt due within one year
|
39
|
39
|
||||||
|
Income taxes payable
|
3
|
2
|
||||||
|
Total current liabilities
|
838
|
919
|
||||||
|
Noncurrent Liabilities
|
||||||||
|
Long-term debt, net
|
3,116
|
3,132
|
||||||
|
Pension and postretirement healthcare benefits
|
79
|
81
|
||||||
|
Asset retirement obligations
|
213
|
198
|
||||||
|
Environmental liabilities
|
19
|
39
|
||||||
|
Long-term lease liabilities
|
152
|
148
|
||||||
|
Deferred tax liabilities
|
211
|
208
|
||||||
|
Other long-term liabilities
|
109
|
43
|
||||||
|
Total liabilities
|
4,737
|
4,768
|
||||||
|
Commitments and Contingencies
|
||||||||
|
Shareholders’ Equity
|
||||||||
|
Tronox Holdings plc ordinary shares, par value $0.01 — 159,704,662 shares issued and outstanding at September 30,
2026 and 158,557,858 shares issued and outstanding at December 31, 2025
|
2
|
2
|
||||||
|
Capital in excess of par value
|
2,095
|
2,103
|
||||||
|
(Accumulated deficit) retained earnings
|
(299
|
)
|
30
|
|||||
|
Accumulated other comprehensive loss
|
(673
|
)
|
(717
|
)
|
||||
|
Total Tronox Holdings plc shareholders’ equity
|
1,125
|
1,418
|
||||||
|
Noncontrolling interest
|
29
|
31
|
||||||
|
Total equity
|
1,154
|
1,449
|
||||||
|
Total liabilities and equity
|
$
|
5,891
|
$
|
6,217
|
||||
TRONOX HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Millions of U.S. dollars)
|
Nine Months Ended September 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Cash Flows from Operating Activities:
|
||||||||
|
Net loss
|
$
|
(333
|
)
|
$
|
(296
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
|
Depreciation, depletion and amortization
|
227
|
220
|
||||||
|
Deferred income taxes
|
109
|
14
|
||||||
|
Share-based compensation expense
|
17
|
14
|
||||||
|
Amortization of deferred debt issuance costs and discount on debt
|
9
|
7
|
||||||
|
Restructuring and other charges
|
18
|
153
|
||||||
|
Other non-cash items affecting net loss
|
23
|
43
|
||||||
|
Changes in assets and liabilities:
|
||||||||
|
Increase in accounts receivable, net of allowance for credit losses
|
(59
|
)
|
(24
|
)
|
||||
|
Decrease (increase) in inventories, net
|
214
|
(73
|
)
|
|||||
|
Decrease in prepaid and other assets
|
-
|
39
|
||||||
|
Restructuring payments
|
(35
|
)
|
(57
|
)
|
||||
|
Decrease in accounts payable and accrued liabilities
|
(73
|
)
|
(70
|
)
|
||||
|
Net changes in income tax payables and receivables
|
1
|
(2
|
)
|
|||||
|
Changes in other non-current assets and liabilities
|
(19
|
)
|
(29
|
)
|
||||
|
Cash provided by (used in) operating activities
|
99
|
(61
|
)
|
|||||
|
Cash Flows from Investing Activities:
|
||||||||
|
Capital expenditures
|
(169
|
)
|
(273
|
)
|
||||
|
Loans
|
-
|
15
|
||||||
|
Proceeds from dispositions and asset sales
|
15
|
3
|
||||||
|
Cash used in investing activities
|
(154
|
)
|
(255
|
)
|
||||
|
Cash Flows from Financing Activities:
|
||||||||
|
Repayments of short-term debt
|
(102
|
)
|
(136
|
)
|
||||
|
Repayments of long-term debt
|
(23
|
)
|
(21
|
)
|
||||
|
Repayments of sale and leaseback transactions
|
(2
|
)
|
-
|
|||||
|
Repayments of inventory financing arrangement
|
(100
|
)
|
-
|
|||||
|
Proceeds from inventory financing arrangement
|
99
|
50
|
||||||
|
Proceeds from sale and leaseback transaction
|
75
|
-
|
||||||
|
Proceeds from short-term debt
|
80
|
100
|
||||||
|
Proceeds from long-term debt
|
-
|
400
|
||||||
|
Debt issuance costs
|
(2
|
)
|
(7
|
)
|
||||
|
Sale and leaseback transaction costs
|
(1
|
)
|
-
|
|||||
|
Dividends paid
|
(24
|
)
|
(40
|
)
|
||||
|
Restricted stock and performance-based shares settled in cash for withholding taxes
|
-
|
(1
|
)
|
|||||
|
Cash provided by financing activities
|
-
|
345
|
||||||
|
Effects of exchange rate changes on cash and cash equivalents and restricted cash
|
(2
|
)
|
5
|
|||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(57
|
)
|
34
|
|||||
|
Cash and cash equivalents and restricted cash at beginning of period
|
211
|
152
|
||||||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
154
|
$
|
186
|
||||
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 September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
|
2026
|
2025
|
2026
|
2025
|
|||||||||||||
|
Net loss (U.S. GAAP)
|
$
|
(56
|
)
|
$
|
(100
|
)
|
$
|
(333
|
)
|
$
|
(296
|
)
|
||||
|
Interest expense
|
56
|
48
|
165
|
135
|
||||||||||||
|
Interest income
|
(1
|
)
|
(1
|
)
|
(3
|
)
|
(4
|
)
|
||||||||
|
Income tax provision
|
6
|
8
|
112
|
17
|
||||||||||||
|
Depreciation, depletion and amortization expense
|
76
|
75
|
227
|
220
|
||||||||||||
|
EBITDA (non-U.S. GAAP)
|
81
|
30
|
168
|
72
|
||||||||||||
|
Gain on sale of Fuzhou (a)
|
—
|
—
|
(20
|
)
|
—
|
|||||||||||
|
Share-based compensation (b)
|
6
|
5
|
17
|
14
|
||||||||||||
|
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (c)
|
5
|
6
|
15
|
20
|
||||||||||||
|
Accounts receivable securitization program (d)
|
3
|
3
|
10
|
10
|
||||||||||||
|
Foreign currency remeasurement (e)
|
2
|
—
|
16
|
(1
|
)
|
|||||||||||
|
Restructuring and other charges (f)
|
—
|
25
|
18
|
153
|
||||||||||||
|
Other items (g)
|
4
|
5
|
12
|
11
|
||||||||||||
|
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
101
|
$
|
74
|
$
|
236
|
$
|
279
|
||||||||
|
Three Months Ended September 30,
|
||||||||
|
2026
|
2025
|
|||||||
|
Net sales
|
$
|
827
|
$
|
699
|
||||
|
Net loss (U.S. GAAP)
|
$
|
(56
|
)
|
$
|
(100
|
)
|
||
|
Net loss (U.S. GAAP) as a % of Net sales
|
(6.8
|
)%
|
(14.3
|
)%
|
||||
|
Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales
|
12.2
|
%
|
10.6
|
%
|
||||
|
September 30, 2026
|
December 31, 2025
|
|||||||
|
Long-term debt, net
|
$
|
3,116
|
$
|
3,132
|
||||
|
Short-term debt
|
47
|
51
|
||||||
|
Long-term debt due within one year
|
39
|
39
|
||||||
|
(Less) Cash and cash equivalents
|
(136
|
)
|
(199
|
)
|
||||
|
Net debt (1)
|
$
|
3,066
|
$
|
3,023
|
||||
|
Trailing-twelve month Adjusted EBITDA (non-U.S. GAAP)
|
$
|
293
|
$
|
336
|
||||
|
Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above)
|
10.5
|
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 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 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 nine months ended September 30, 2026:
|
Nine Months Ended
September 30, 2026
|
Six Months Ended
June 30, 2026
|
Three Months Ended
September 30, 2026
|
||||||||||
|
Cash provided by operating activities
|
$
|
99
|
$
|
37
|
$
|
62
|
||||||
|
Capital expenditures
|
(169
|
)
|
(112
|
)
|
(57
|
)
|
||||||
|
Free cash flow (non-U.S. GAAP)
|
$
|
(70
|
)
|
$
|
(75
|
)
|
$
|
5
|
||||
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
Adjusted EBITDA
|
|||||||||||||||||||
|
December 31, 2025
|
March 31, 2026
|
June 30, 2026
|
September 30, 2026
|
|||||||||||||||||
|
Net loss (U.S. GAAP)
|
$
|
(177
|
)
|
$
|
(104
|
)
|
$
|
(173
|
)
|
$
|
(56
|
)
|
$
|
(510
|
)
|
|||||
|
Interest expense
|
54
|
53
|
56
|
56
|
219
|
|||||||||||||||
|
Interest income
|
(2
|
)
|
(2
|
)
|
—
|
(1
|
)
|
(5
|
)
|
|||||||||||
|
Income tax provision (benefit)
|
(2
|
)
|
—
|
106
|
6
|
110
|
||||||||||||||
|
Depreciation, depletion and amortization expense
|
82
|
75
|
76
|
76
|
309
|
|||||||||||||||
|
EBITDA (non-U.S. GAAP)
|
(45
|
)
|
22
|
65
|
81
|
123
|
||||||||||||||
|
Gain on sale of Fuzhou (a)
|
—
|
—
|
(20
|
)
|
—
|
(20
|
)
|
|||||||||||||
|
Share-based compensation (b)
|
6
|
6
|
5
|
6
|
23
|
|||||||||||||||
|
Foreign currency remeasurement (c)
|
7
|
7
|
7
|
2
|
23
|
|||||||||||||||
|
Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (d)
|
(11
|
)
|
4
|
6
|
5
|
4
|
||||||||||||||
|
Accounts receivable securitization program (e)
|
3
|
3
|
4
|
3
|
13
|
|||||||||||||||
|
Restructuring and other charges (f)
|
79
|
14
|
4
|
—
|
97
|
|||||||||||||||
|
Other items (g)
|
18
|
6
|
2
|
4
|
30
|
|||||||||||||||
|
Adjusted EBITDA (non-U.S. GAAP)
|
$
|
57
|
$
|
62
|
$
|
73
|
$
|
101
|
$
|
293
|
||||||||||
(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 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 expense, net” in the unaudited Condensed Consolidated Statements of Operations.