Tax-related share sale by Tronox (NYSE: TROX) accounting officer

Rhea-AI Filing Summary

Tronox Holdings plc Principal Accounting Officer Jonathan Flood reported tax-related share sales. He sold a total of 15,008 shares of common stock in open-market transactions on March 5 and 6 to cover tax withholding obligations tied to vesting restricted stock units.

The reported weighted average sale prices were $7.5503 and $6.5845 per share, with individual trades executed in a range from $6.3850 to $7.1600. Following these sales, Flood directly holds 92,861 shares of Tronox common stock.

Insider Trade Summary

Net Seller: 15,008 shares ($105,581)

Net Sell 2 txns

Insider Flood Jonathan

Role Principal Accounting Officer

Sold 15,008 shs ($106K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,008	$6.5845	$53K
Sale	Common Stock	7,000	$7.5503	$53K

Holdings After Transaction: Common Stock — 92,861 shares (Direct)

Footnotes (1)

1. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of previously granted RSUs. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.3850 to $7.1600, inclusive. The reporting person undertakes to provide to Tronox Holdings plc, any security holder of Tronox Holdings plc or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote of this Form 4.

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^*

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)
03/05/2026

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	03/05/2026		S		7,000	D	$7.5503	100,869	D
Common Stock	03/06/2026		S		8,008(1)	D	$6.5845(2)	92,861	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. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of previously granted RSUs.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.3850 to $7.1600, inclusive. The reporting person undertakes to provide to Tronox Holdings plc, any security holder of Tronox Holdings plc or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote of this Form 4.

	/s/ Jeffrey Neuman, as attorney-in-fact	03/09/2026
	** 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 sold 15,008 common shares. The transactions occurred on March 5 and 6 through open-market sales, primarily to cover tax withholding obligations from vesting restricted stock units, according to the accompanying Form 4 footnotes.

Why did Tronox’s Jonathan Flood sell 15,008 TROX shares?

The shares were sold to cover tax withholding obligations arising from the vesting of previously granted restricted stock units. This means the disposition was tied to an equity award vesting event rather than a purely discretionary sale, as described in the Form 4 explanatory footnote.

At what prices were Jonathan Flood’s Tronox (TROX) shares sold?

The Form 4 shows weighted average sale prices of $7.5503 and $6.5845 per share. A footnote explains the shares were sold in multiple trades within a price range from $6.3850 to $7.1600, with full trade details available on request.

How many Tronox (TROX) shares does Jonathan Flood hold after the sales?

After the reported transactions, Jonathan Flood directly holds 92,861 Tronox common shares. The Form 4 lists this post-transaction balance in the ownership column, reflecting his remaining direct stake following the 15,008 shares sold for tax withholding obligations.

What type of transaction code appears on Jonathan Flood’s Tronox Form 4?

The Form 4 uses transaction code “S,” indicating open-market or private sale transactions. A related footnote clarifies these sales were executed to satisfy tax withholding obligations triggered by the vesting of previously granted restricted stock units rather than ordinary portfolio selling.

Is Jonathan Flood’s Tronox (TROX) share sale a direct or indirect holding change?

The reported transactions involve directly held Tronox common stock, marked with ownership code “D” for direct. There is no indication in the footnotes of intermediary entities or indirect ownership structures affecting voting or investment authority over the sold or remaining shares.