Every 8-K that TRONOX LIMITED CL A (TROX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TROX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TROX filings page.
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.
Tronox Holdings plc appointed Keith Schwarz as an independent director effective July 29, 2026, and named him to its audit committee. He brings over 35 years of public accounting and advisory experience, including leadership and SEC engagement quality review roles at KPMG.
Schwarz will receive an annual cash retainer of $100,000, plus $15,000 annually for audit committee service, and an annual grant of time-based restricted share units valued at $150,000. The board also declared a quarterly cash dividend of $0.05 per share, payable October 9, 2026 to shareholders of record on August 10, 2026.
Tronox Holdings reported Q1 2026 results showing stronger volumes but weaker profitability. Revenue rose to $760 million, up 3% year over year, driven by higher TiO2 and zircon sales and favorable foreign exchange, partly offset by lower prices and softer other products.
The company recorded a net loss of $103 million, or $0.65 per diluted share, slightly better than the prior year’s $111 million loss. Adjusted EBITDA fell to $62 million, down 45%, as lower average selling prices, higher freight and production costs, and currency headwinds outweighed volume gains.
Free cash flow was a use of $135 million, reflecting negative operating cash flow and $67 million of capital expenditures, though management highlighted a roughly $75 million inventory reduction and tighter working capital. Tronox ended the quarter with $3.2 billion of net debt and a net leverage ratio of 11.1x, and liquidity of $406 million, including $126 million in cash.
Tronox Holdings plc held its Annual General Meeting on April 28, 2026, where shareholders approved all 12 proposals. All nominated directors, including Ilan Kaufthal, John Romano and Jean-Francois Turgeon, were elected to terms expiring in 2027 with approval levels ranging from 96% to 99% of votes cast.
Shareholders backed the non-binding Say-on-Pay resolution for named executive officers with 113,038,167 votes for and 2,338,717 against, a 98% approval rate. They also ratified the independent registered public auditor and approved receipt of the U.K. audited annual accounts, each with about 98–99% support.
Investors approved the U.K. directors’ remuneration policy and remuneration report, re-appointed PricewaterhouseCoopers LLP as U.K. statutory auditor, and authorized the Board to determine PwC’s remuneration. Resolutions authorizing the Board to allot shares, allot shares without preemption rights, approve share repurchase contracts, and amend the Management Equity Incentive Plan to increase authorized shares all passed with approximately 96–99% support.
Tronox Holdings plc announced that its Board of Directors declared a quarterly cash dividend of $0.05 per ordinary share for the second quarter of 2026. The dividend will be paid on July 8, 2026 to shareholders who are on the company’s books at the close of business on May 11, 2026.
Tronox describes itself as a leading integrated producer of titanium dioxide pigment and related titanium products, zircon and other minerals, operating mines and upgrading facilities worldwide with approximately 5,700 employees across six continents.
Tronox Holdings plc reported a much weaker 2025 with higher losses, lower profitability, and rising leverage. Full-year net sales were $2,898 million versus $3,074 million in 2024, while net loss attributable to Tronox widened to $470 million from $48 million.
Adjusted net loss was $237 million compared with an adjusted loss of $12 million in 2024. Adjusted EBITDA fell to $336 million from $564 million, and margin compressed to 11.6% of net sales from 18.3%. Results include $232 million of restructuring and other charges tied to the Botlek and Fuzhou plant closures.
Cash from operating activities dropped to $60 million from $300 million, and free cash flow was negative $281 million. Net debt increased to $3,023 million, pushing net debt to trailing-twelve-month adjusted EBITDA to 9.0x from 4.8x, highlighting a more leveraged balance sheet.
Tronox Holdings plc announced that director Lucrece Foufopoulos-De Ridder will not seek re-election at the 2026 annual meeting when her current term ends. The company states her decision is due to other board time commitments and not any disagreement over operations, policies, or practices.
The Board also declared a quarterly cash dividend of $0.05 per share, payable on April 2, 2026, to shareholders of record at the close of business on February 23, 2026.
Tronox Holdings plc has announced its intent to permanently close its TiO2 pigment plant in Fuzhou, China. The company disclosed this decision in conjunction with a press release that also provides selected preliminary financial results for the fourth quarter ended December 31, 2025, which is included as Exhibit 99.1. The press release is furnished, not filed, meaning it is not automatically incorporated into other securities law filings unless specifically referenced.
Tronox Holdings plc furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The company submitted this information as an exhibit to a current report, making the earnings details available to investors through the attached release rather than directly in the body of the report.
The press release is identified as Exhibit 99.1 and is dated November 5, 2025. Tronox notes that this earnings information is being furnished, not filed, which affects how it is treated under U.S. securities laws and limits its use in certain types of legal claims and future regulatory filings unless specifically incorporated by reference.
Tronox Holdings plc announced a quarterly cash dividend of $0.05 per share. The dividend is payable on January 6, 2026 to shareholders of record at the close of business on November 10, 2025.
A cash dividend provides a direct payment to shareholders. The record date determines which shareholders receive the dividend, and the payment date is when funds are distributed.
Tronox Holdings plc disclosed that its wholly owned subsidiary, Tronox Incorporated, has issued $400,000,000 aggregate principal amount of 9.125% senior secured notes due 2030. The notes were sold at par in a private offering under Rule 144A and Regulation S and are not registered under U.S. securities laws.
The notes are senior secured obligations, guaranteed by Tronox Holdings plc and certain restricted subsidiaries, and pay interest on March 31 and September 30 each year starting March 31, 2026. They mature on September 30, 2030, with a possible earlier “springing” maturity tied to the company’s 4.625% senior unsecured notes due 2029 if more than $250 million of those remain outstanding.
The notes include customary covenants limiting additional secured debt, certain indebtedness at non‑guarantor subsidiaries, sale‑leaseback transactions, and mergers or major asset sales. They are callable at specified premiums before maturity, and a change of control requires the company to offer to repurchase the notes at 101% of principal plus accrued interest.
Tronox Holdings plc reported that its wholly owned indirect subsidiary, Tronox Incorporated, has commenced an offering of senior secured notes due 2030 to institutional investors. The notes are being offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S.
The company expects to use the proceeds from the notes issuance to repay existing borrowings under certain revolving credit facilities and to cover fees and expenses related to the transaction, with any remaining funds for general corporate purposes. The notes will not be registered under U.S. securities laws and may only be resold under applicable registration or exemption rules.
Tronox Holdings plc reported that board member Julie Beck has decided to resign from its Board of Directors, effective September 30, 2025. She also serves on the company’s Audit Committee, so her departure affects both the full board and that key oversight group.
The filing explains that Ms. Beck is stepping down because of the time demands of her new role as Senior Vice President, Chief Financial Officer and Treasurer of MSA Safety Incorporated (NYSE: MSA). It also states that her resignation is not due to any disagreement with Tronox regarding its operations, policies, or practices, indicating this is a routine governance change driven by external career commitments.