Form 4: Flood Jonathan reports acquisition/exercise transactions in TROX

Rhea-AI Filing Summary

Flood Jonathan reported acquisition or exercise transactions in a Form 4 filing for TROX. The filing lists transactions totaling 55,572 shares. Following the reported transactions, holdings were 70,821 shares.

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

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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^*

Flood Jonathan

(Last) (First) (Middle)

ONE STAMFORD PLAZA, 263 TRESSER

BLVD., SUITE 1100

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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	02/11/2026		A		18,524(1)	A	$0	70,821	D
Common Stock	02/11/2026		A		37,048(2)	A	$0	107,869	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 Restricted Share Units subject to this grant shall vest in equal annual portions on each of March 5, 2027, March 5, 2028 and March 5, 2029 (each, a "Vest Date") provided that the Participant is then providing services to the Company on each such Vest Date.

2. The Restricted Share Units subject to this grant shall vest on March 5, 2029 provided that the Participant is then providing services to the Company on such vest date.

	/s/ Jeffrey Neuman, as attorney-in-fact	02/13/2026
	** 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.

FAQ

What insider transaction did Tronox (TROX) report for Jonathan Flood?

Tronox reported that Principal Accounting Officer Jonathan Flood received two equity grants on February 11, 2026, totaling 55,572 common shares. These were restricted share unit awards at $0 per share, increasing his direct ownership stake in the company.

How many Tronox (TROX) shares does Jonathan Flood own after this Form 4?

After the reported awards, Jonathan Flood directly owns 107,869 shares of Tronox common stock. This figure reflects his beneficial ownership following the two restricted share unit grants disclosed for the February 11, 2026 transactions on the Form 4.

Were the Tronox (TROX) insider transactions open-market buys or equity grants?

The transactions were equity grants, not open-market purchases. Both entries use transaction code A, described as a grant, award, or other acquisition, with a reported price of $0 per share, indicating restricted share unit awards to the executive.

What is the vesting schedule for Jonathan Flood’s Tronox (TROX) RSU awards?

One restricted share unit grant vests in three equal annual portions on March 5, 2027, March 5, 2028, and March 5, 2029. The second RSU grant vests entirely on March 5, 2029. Both vesting schedules require continued service to the company.

What role does Jonathan Flood hold at Tronox (TROX) in this Form 4?

In this Form 4, Jonathan Flood is identified as an officer of Tronox Holdings plc, serving as the company’s Principal Accounting Officer. The disclosed equity grants represent part of his compensation in that executive capacity, contingent on continued service.

Does the Tronox (TROX) Form 4 indicate indirect ownership for Jonathan Flood?

No, the reported holdings are listed as direct ownership. The Form 4 indicates ownership code D for the common stock positions following the transactions, and there is no separate nature-of-ownership description suggesting indirect or entity-held shares in this filing.