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Tronox (NYSE: TROX) director gets stock grant and tax withholding entry

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tronox Holdings plc director Stephen J. Jones reported routine equity compensation and tax withholding transactions. He received a grant of 15,690 shares of common stock at no cost as a director award. Separately, 24,342 shares of previously granted restricted common stock vested, and the company withheld 2,881 shares at $9.79 per share to cover withholding tax obligations; no shares were sold. Following these transactions, Jones holds 92,533 shares of Tronox common stock directly and 51,000 shares indirectly through the Stephen J. Jones Revocable Trust.

Positive

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Negative

  • None.
Insider Jones Stephen J
Role null
Type Security Shares Price Value
Tax Withholding Common Stock 2,881 $9.79 $28K
Grant/Award Common Stock 15,690 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 92,533 shares (Direct, null); Common Stock — 51,000 shares (Indirect, Stephen J. Jones Revocable Trust)
Footnotes (1)
  1. The Company withheld 2,881 shares to satisfy withholding tax obligations and Mr. Jones received the balance of 24,342 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.
Director stock grant 15,690 shares Common stock granted to Stephen J. Jones at $0.00 per share
Tax-withheld shares 2,881 shares Withheld to satisfy tax obligations on vested restricted stock at $9.79 per share
Direct holdings after transactions 92,533 shares Tronox common stock directly owned by Stephen J. Jones after the Form 4 events
Indirect holdings via trust 51,000 shares Tronox common stock held through the Stephen J. Jones Revocable Trust
Vested restricted shares received 24,342 shares Previously granted restricted common stock received upon vesting, per footnote
Tax withholding price $9.79 per share Value used for 2,881 shares withheld for tax obligations
restricted common stock financial
"Mr. Jones received the balance of 24,342 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..."
withholding tax obligations financial
"The Company withheld 2,881 shares to satisfy withholding tax obligations..."
Vesting Date financial
"...shall vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027 (the "Vesting Date")..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Jones Stephen J
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/28/2026F2,881(1)D$9.7992,533D
Common Stock04/28/2026A15,690(2)A$0108,223D
Common Stock51,000IStephen J. Jones Revocable Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Company withheld 2,881 shares to satisfy withholding tax obligations and Mr. Jones received the balance of 24,342 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-fact04/30/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Tronox (TROX) director Stephen J. Jones report?

Stephen J. Jones reported a routine equity award and related tax withholding. He was granted 15,690 Tronox common shares at no cost and had 2,881 shares withheld at $9.79 per share to satisfy withholding tax obligations on vested restricted stock; no shares were sold.

How many Tronox (TROX) shares were granted to Stephen J. Jones in this filing?

He received a grant of 15,690 Tronox common shares as a director award. These are classified as a grant, award, or other acquisition at a price of $0.00 per share, reflecting equity-based compensation rather than an open-market purchase or sale.

What was the purpose of the 2,881 Tronox (TROX) shares withheld from Stephen J. Jones?

The company withheld 2,881 Tronox shares to cover withholding tax obligations on vested restricted stock. According to the filing, these shares were valued at $9.79 each and used solely for tax payment purposes, and the footnote explicitly states that no shares were sold in the market.

How many Tronox (TROX) shares does Stephen J. Jones own after these transactions?

After the reported transactions, Stephen J. Jones directly owns 92,533 Tronox common shares. He also has an indirect holding of 51,000 shares through the Stephen J. Jones Revocable Trust, giving him substantial continuing exposure to the company’s equity based on this filing alone.

Were any Tronox (TROX) shares sold by Stephen J. Jones in this Form 4?

No shares were sold according to the filing. The footnote clarifies that 2,881 shares were withheld by the company to satisfy tax obligations on vested restricted stock, while Jones received 24,342 shares of previously granted restricted common stock as part of the vesting.

When do Stephen J. Jones’s new Tronox (TROX) restricted share units vest?

The restricted share units from this grant vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027. Vesting is conditioned on Jones still providing services to the Tronox board on that vesting date under the restricted share unit agreement.