[8-K] TRONOX LIMITED CL A ORDINARY SHARES Reports Material Event

Rhea-AI Filing Summary

Insights

Financial Reporting Analyst

Tronox filed an 8-K to furnish its Q2-25 earnings release; no figures disclosed here, so market impact indeterminable.

The company submitted an Item 2.02 Form 8-K, which is the standard mechanism for publicly releasing quarterly financial results. The filing merely furnishes—rather than files—the press release attached as Exhibit 99.1. Because the text of Exhibit 99.1 is not included in the supplied excerpt, no revenue, margin, cash-flow, or guidance data are available for evaluation. Consequently, investors receive notice that fresh operating results exist, but must consult the exhibit to assess performance.

Key implications:

1. Timing. The report arrives one month after quarter-end, aligning with typical disclosure cadence and satisfying Reg FD obligations.

2. Legal status. By designating the information as “furnished,” Tronox limits potential Section 18 liability, a common practice when sharing earnings releases.

3. No other items. The 8-K contains no references to guidance changes, capital structure moves, or strategic actions; therefore, only the earnings results are at issue.

Materiality assessment. Quarterly earnings are inherently material, yet without the underlying metrics, neither positive nor negative impact can be inferred from this document alone. The filing’s importance is procedural—alerting the market to a new data set—rather than substantive in the information provided here.

false000153080400015308042025-07-302025-07-30

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) July 31, 2025 (July 30, 2025)

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

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

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

 (Address of Principal Executive Offices) (Zip Code)

(203) 705-3800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated July 30, 2025, reporting the Company’s financial results for the second quarter ended June 30, 2025. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Earnings Release, dated July 30, 2025.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

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

		TRONOX HOLDINGS PLC
Date: July 31, 2025	By:	/s/ Jeffrey N. Neuman

	Name:	Jeffrey N. Neuman
	Title:	Senior Vice President, General Counsel and Secretary