Tronox (NYSE: TROX) director receives share grant with tax withholding adjustment

Rhea-AI Filing Summary

Tronox Holdings plc director Peter Johnston reported routine equity compensation activity. He acquired 15,690 shares of common stock at a price of $0.00 per share as a grant or award, increasing his direct holdings to 204,461 shares.

On the same date, 2,742 shares were disposed of at $9.79 per share to cover withholding tax obligations, reducing his direct holdings to 188,771 shares. A footnote explains that 24,481 shares of previously granted restricted common stock vested, with a portion withheld for taxes and the remainder delivered to Johnston. Another footnote states that restricted share units from this grant are scheduled to vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027, assuming continued board service.

Insights

Equity compensation and insider-transactions analyst

Routine director share grant with tax withholding, not open-market trading.

The filing shows Peter Johnston, a director of Tronox Holdings plc, receiving 15,690 common shares as a grant at $0.00 per share and 2,742 shares withheld at $9.79 per share for tax obligations. This pattern reflects standard equity compensation rather than discretionary buying or selling.

The footnotes clarify that 24,481 restricted common shares from a prior grant vested, with taxes satisfied in shares, and that new restricted share units from this grant will vest on the earlier of the 2027 annual meeting or May 31, 2027, subject to continued board service. There are no derivative positions shown after these transactions, and the overall activity appears routine and compensation-driven, carrying limited signaling value for the company’s outlook.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Johnston Peter

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,742	$9.79	$27K
Grant/Award	Common Stock	15,690	$0.00	--

Holdings After Transaction: Common Stock — 188,771 shares (Direct, null)

Footnotes (1)

1. The Company withheld 2,742 shares to satisfy withholding tax obligations and Mr. Johnston received the balance of 24,481 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

Share grant: 15,690 shares Grant price: $0.00 per share Tax withholding shares: 2,742 shares +5 more

8 metrics

Share grant 15,690 shares Common Stock award on April 28, 2026 at $0.00 per share

Grant price $0.00 per share Price for 15,690-share Common Stock award

Tax withholding shares 2,742 shares Withheld to satisfy tax obligations at $9.79 per share

Tax withholding price $9.79 per share Value used for 2,742 withheld shares

Holdings after grant 204,461 shares Direct Tronox common stock after award, before tax withholding

Holdings after withholding 188,771 shares Direct Tronox common stock after 2,742 shares withheld

Vested restricted stock 24,481 shares Previously granted restricted common stock that vested per footnote

RSU vesting date 2027 AGM or May 31, 2027 Future vesting trigger for director’s restricted share units

Key Terms

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

4 terms

restricted common stock financial

"24,481 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"

withholding tax obligations financial

"The Company withheld 2,742 shares to satisfy withholding tax obligations"

Vesting Date financial

"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^*

Johnston Peter

(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		2,742(1)	D	$9.79	188,771	D
Common Stock	04/28/2026		A		15,690(2)	A	$0	204,461	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 2,742 shares to satisfy withholding tax obligations and Mr. Johnston received the balance of 24,481 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 transactions did Tronox (TROX) director Peter Johnston report?

Peter Johnston reported receiving 15,690 Tronox common shares as a grant at $0.00 per share and having 2,742 shares withheld at $9.79 per share to cover tax obligations, leaving him with 188,771 shares held directly afterward.

Were Peter Johnston’s Tronox (TROX) transactions open-market buys or sells?

The reported Tronox transactions were not open-market trades. Johnston received 15,690 shares as an equity award and 2,742 shares were withheld at $9.79 per share to pay withholding taxes, a routine compensation-related adjustment rather than discretionary buying or selling.

How many Tronox (TROX) shares does Peter Johnston hold after these Form 4 transactions?

Following the Form 4 transactions, Peter Johnston directly holds 188,771 shares of Tronox common stock. His holdings first rose to 204,461 shares after the grant of 15,690 shares, then decreased when 2,742 shares were withheld to satisfy tax obligations.

What does the 2,742-share tax withholding mean in the Tronox (TROX) Form 4?

The Form 4 shows that 2,742 shares of Tronox common stock were withheld at $9.79 per share to satisfy Peter Johnston’s withholding tax obligations. This is a non-market disposal tied to equity compensation, not an open-market sale reflecting a change in investment view.

What restricted stock vesting is described for Tronox (TROX) director Peter Johnston?

A footnote states that 24,481 shares of previously granted restricted common stock vested for Peter Johnston, with part withheld for taxes and the remainder delivered. Another note says restricted share units from this grant vest by the 2027 annual meeting or May 31, 2027, if he remains on the board.