Director at Tronox (NYSE: TROX) receives share award with tax withholding

Rhea-AI Filing Summary

Tronox Holdings plc director Sipho Nkosi reported equity compensation activity. He received 25,518 shares of previously granted restricted common stock as they vested, while the company withheld 1,705 shares to cover withholding tax obligations at $9.79 per share, and no shares were sold. After these transactions, Nkosi holds 86,333 shares of Tronox common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nkosi Sipho Abednego

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,705	$9.79	$17K
Grant/Award	Common Stock	15,690	$0.00	--

Holdings After Transaction: Common Stock — 86,333 shares (Direct, null)

Footnotes (1)

1. The Company withheld 1,705 shares to satisfy withholding tax obligations and Mr. Nkosi received the balance of 25,518 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

Vested restricted shares received: 25,518 shares Shares withheld for taxes: 1,705 shares Tax withholding price: $9.79 per share +2 more

5 metrics

Vested restricted shares received 25,518 shares Previously granted restricted common stock vesting

Shares withheld for taxes 1,705 shares Withholding tax obligations on vesting

Tax withholding price $9.79 per share Value used for 1,705 withheld shares

Shares held after transaction 86,333 shares Common stock held directly post-Form 4 transactions

Grant/award acquisition reported 15,690 shares Common stock grant at $0.00 per share

Key Terms

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

5 terms

restricted common stock financial

"Mr. Nkosi received the balance of 25,518 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.

withholding tax obligations financial

"The Company withheld 1,705 shares to satisfy withholding tax obligations..."

restricted share unit agreement financial

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

vest financial

"The restricted share units subject to this grant shall vest on the earlier of the 2027 annual general meeting..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Vesting Date financial

"...or (b) May 31, 2027 (the "Vesting Date"), provided that the participant is then providing services..."

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^*

Nkosi Sipho Abednego

(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		1,705(1)	D	$9.79	86,333	D
Common Stock	04/28/2026		A		15,690(2)	A	$0	102,023	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 1,705 shares to satisfy withholding tax obligations and Mr. Nkosi received the balance of 25,518 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 did Tronox (TROX) director Sipho Nkosi report in this Form 4?

Sipho Nkosi reported vesting of restricted Tronox shares and related tax withholding. He received 25,518 shares of previously granted restricted common stock, while 1,705 shares were withheld to satisfy tax obligations, with no open market sales reported in the filing.

How many Tronox (TROX) shares did Sipho Nkosi receive and how many were withheld for taxes?

Nkosi received 25,518 vested Tronox restricted shares, and 1,705 shares were withheld to cover withholding tax obligations at $9.79 per share. This tax withholding is not an open market sale; it is a standard mechanism to satisfy tax liabilities.

Did Tronox (TROX) director Sipho Nkosi sell any shares in this Form 4?

No, the filing states that no shares were sold. Instead, 1,705 shares were withheld by the company to satisfy withholding tax obligations tied to the vesting of 25,518 previously granted restricted common stock, a routine compensation-related transaction.

What are Sipho Nkosi’s Tronox (TROX) holdings after these Form 4 transactions?

Following the reported vesting and tax withholding transactions, Sipho Nkosi directly holds 86,333 shares of Tronox common stock. This figure reflects his position after receiving 25,518 vested restricted shares and the withholding of 1,705 shares for taxes.

What type of equity award is involved in Sipho Nkosi’s Tronox (TROX) Form 4?

The Form 4 involves previously granted restricted common stock and restricted share units. A footnote explains that the restricted share units from this grant will vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027, subject to continued board service.