Tronox (NYSE: TROX) director receives share grant as tax shares withheld

Rhea-AI Filing Summary

Tronox Holdings plc director Ilan Kaufthal reported routine equity compensation activity, not open-market trading. He acquired common stock through a grant or award and, on the same date, the company withheld shares to cover tax obligations. A footnote states Tronox withheld 4,032 shares for withholding tax and Kaufthal received 23,191 shares of previously granted restricted common stock, with no shares sold. After these transactions, he directly held 290,312 Tronox common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider KAUFTHAL ILAN

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,032	$9.79	$39K
Grant/Award	Common Stock	15,690	$0.00	--

Holdings After Transaction: Common Stock — 290,312 shares (Direct, null)

Footnotes (1)

1. The Company withheld 4,032 shares to satisfy withholding tax obligations and Mr. Kaufthal received the balance of 23,191 shares of previously granted restricted common stock. No shares were sold. Pursuant to the Director's restricted share unit agreement, the restricted share units subject to this grant shall vest on the earlier of: a) the date of the 2027 annual general meeting of shareholders or (b) May 31, 2027 (the "Vesting Date"), provided that the participant is then providing services to the Board on the Vesting Date.

Key Figures

Grant/award acquisition: 15,690 shares Tax withholding shares: 4,032 shares Net restricted shares received: 23,191 shares +2 more

5 metrics

Grant/award acquisition 15,690 shares Common Stock, transaction code A on April 28, 2026

Tax withholding shares 4,032 shares Withheld to satisfy tax obligations at $9.79 per share

Net restricted shares received 23,191 shares Previously granted restricted common stock delivered after tax withholding

Post-transaction holdings 290,312 shares Total Tronox common shares directly owned after transactions

Withholding price $9.79 per share Price used for 4,032 tax-withheld shares (code F)

Key Terms

withholding tax obligations, restricted common stock, restricted share unit agreement, Vesting Date, +1 more

5 terms

withholding tax obligations financial

"The Company withheld 4,032 shares to satisfy withholding tax obligations and Mr. Kaufthal received the balance"

restricted common stock financial

"Kaufthal received the balance of 23,191 shares of previously granted restricted common stock."

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

restricted share unit agreement financial

"Pursuant to the Director's restricted share unit agreement, the restricted share units subject to this grant shall vest"

Vesting Date financial

"shall vest on the earlier of: a) the date of the 2027 annual general meeting of shareholders or (b) May 31, 2027 (the "Vesting Date")"

transaction code F financial

"Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KAUFTHAL ILAN

(Last) (First) (Middle)

263 TRESSER BLVD.,

SUITE 1100

(Street)

STAMFORD CONNECTICUT 06901

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tronox Holdings plc [ TROX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/28/2026		F		4,032(1)	D	$9.79	290,312	D
Common Stock	04/28/2026		A		15,690(2)	A	$0	306,002	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Company withheld 4,032 shares to satisfy withholding tax obligations and Mr. Kaufthal received the balance of 23,191 shares of previously granted restricted common stock. No shares were sold.

2. Pursuant to the Director's restricted share unit agreement, the restricted share units subject to this grant shall vest on the earlier of: a) the date of the 2027 annual general meeting of shareholders or (b) May 31, 2027 (the "Vesting Date"), provided that the participant is then providing services to the Board on the Vesting Date.

	/s/ Jeffrey Neuman, as attorney-in-fact	04/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Ilan Kaufthal report for Tronox (TROX)?

Ilan Kaufthal reported receiving a grant or award of Tronox common stock and a related tax-withholding disposition. The activity reflects routine director equity compensation rather than an open-market purchase or sale, according to the Form 4 data and accompanying footnotes.

How many Tronox (TROX) shares were withheld for taxes in this Form 4?

The company withheld 4,032 Tronox common shares to satisfy withholding tax obligations. This withholding was tied to the vesting of restricted common stock and is recorded under transaction code F, which represents payment of tax liabilities by delivering securities.

How many Tronox (TROX) shares did Ilan Kaufthal ultimately receive?

After the tax withholding, Ilan Kaufthal received 23,191 shares of previously granted restricted Tronox common stock. A footnote clarifies that these shares reflect the net amount delivered to him, and that no shares were sold in the market.

Did Ilan Kaufthal sell any Tronox (TROX) shares in this filing?

No shares were sold. The Form 4 footnote explicitly states that 4,032 shares were withheld to satisfy tax obligations and that Kaufthal received the remaining restricted shares, clarifying that there were no open-market sales reported in this transaction.

What are Ilan Kaufthal’s Tronox (TROX) holdings after these transactions?

Following the grant/award acquisition and the tax-withholding disposition, Ilan Kaufthal directly held 290,312 shares of Tronox common stock. This post-transaction balance is disclosed in the Form 4 as his total direct ownership.

How is the restricted share unit grant for Tronox (TROX) scheduled to vest?

The restricted share units tied to this grant vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027, provided Kaufthal is still serving on the board on that vesting date, according to the agreement terms.