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Tronox (NYSE: TROX) director awarded RSUs, nets 12,685 shares

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

Rhea-AI Filing Summary

Tronox Holdings plc director Jean Francois Turgeon reported routine equity compensation activity. He received a grant of 15,690 restricted share units of common stock, which are scheduled to vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027, so long as he continues serving on the board. Separately, the company withheld 14,538 shares of previously granted restricted common stock to cover withholding tax obligations, and Mr. Turgeon received 12,685 shares from that vesting. After these transactions, he directly holds 739,471 Tronox common shares.

Positive

  • None.

Negative

  • None.
Insider Turgeon Jean Francois
Role null
Type Security Shares Price Value
Tax Withholding Common Stock 14,538 $9.79 $142K
Grant/Award Common Stock 15,690 $0.00 --
Holdings After Transaction: Common Stock — 739,471 shares (Direct, null)
Footnotes (1)
  1. The Company withheld 14,538 shares to satisfy withholding tax obligations and Mr. Turgeon received the balance of 12,685 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.
Restricted share units granted 15,690 units Grant of restricted share units of common stock
Shares withheld for taxes 14,538 shares at $9.79 Shares withheld to satisfy withholding tax obligations
Shares received from vesting 12,685 shares Restricted common stock received after tax withholding on prior award
Post-transaction holdings 739,471 shares Total Tronox common shares directly owned after transactions
RSU vesting date 2027 AGM or May 31, 2027 New RSU grant vests on earlier of the two dates
restricted share unit financial
"Pursuant to the Director's restricted share unit agreement, the restricted share units subject to this grant shall vest..."
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
withholding tax obligations financial
"The Company withheld 14,538 shares to satisfy withholding tax obligations and Mr. Turgeon received the balance..."
restricted common stock financial
"Mr. Turgeon received the balance of 12,685 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.
annual general meeting of shareholders financial
"shall vest on the earlier of: a) the date of the 2027 annual general meeting of shareholders or (b) May 31, 2027..."
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*
Turgeon Jean Francois
(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 Stock04/28/2026F14,538(1)D$9.79739,471D
Common Stock04/28/2026A15,690(2)A$0755,161D
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 14,538 shares to satisfy withholding tax obligations and Mr. Turgeon received the balance of 12,685 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 Jean Francois Turgeon report?

Jean Francois Turgeon reported a grant of 15,690 restricted share units and a tax-related share withholding. The company withheld 14,538 shares for taxes tied to a prior award, and he received 12,685 restricted shares, ending with 739,471 shares owned directly.

Did the Tronox (TROX) director sell any shares in this Form 4 filing?

No open-market sale is reported. The 14,538-share disposition was the company withholding shares to satisfy tax obligations on a vesting award. Mr. Turgeon still received 12,685 restricted shares and now directly owns 739,471 Tronox common shares after the transactions.

How many Tronox (TROX) shares does Jean Francois Turgeon own after these transactions?

After the reported equity award and tax withholding, Jean Francois Turgeon directly owns 739,471 Tronox common shares. This figure reflects his updated position following the 15,690-unit restricted share grant and the 12,685 restricted shares received from a prior award vesting.

What is the size and vesting schedule of the new Tronox (TROX) restricted share unit grant?

The new grant covers 15,690 restricted share units of Tronox common stock. These units vest on the earlier of the 2027 annual general meeting of shareholders or May 31, 2027, provided Mr. Turgeon continues to provide services to the board through that vesting date.

Why were 14,538 Tronox (TROX) shares withheld from Jean Francois Turgeon?

Tronox withheld 14,538 shares to cover withholding tax obligations related to a vesting award of previously granted restricted common stock. After this tax withholding, Mr. Turgeon received 12,685 shares from that vesting event, as detailed in the Form 4 footnote.

What price is associated with the Tronox (TROX) tax-withholding share disposition?

The tax-withholding disposition of 14,538 Tronox common shares is reported at a price of $9.79 per share. This reflects shares withheld by the company to satisfy tax obligations rather than an open-market sale initiated by Jean Francois Turgeon.