Tronox (TROX) Form 4: CEO John Romano boosts stake to 1.33M shares

Rhea-AI Filing Summary

Tronox Holdings plc (TROX) – CEO insider purchase

SEC Form 4 filed 08/01/2025 discloses that CEO & Director John D. Romano bought 100,000 TROX common shares in the open market (transaction code “P”) at a $3.0893 weighted-average price (range $3.045–$3.11). Following the trade, Romano directly owns 1,333,485 shares. No derivative securities were involved and no sales were reported.

Open-market purchases by a chief executive are often viewed as a positive sentiment signal, suggesting management confidence in near-term prospects. While the dollar size is modest relative to the company’s market cap, the transaction increases the CEO’s personal exposure and may draw investor attention to valuation levels around $3 per share.

Positive

• CEO John D. Romano purchased 100,000 TROX shares on the open market, increasing direct ownership to 1.33 M shares.
• Transaction code “P” and absence of sales or derivative activity signal genuine insider confidence.

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO’s 100k-share open-market buy is a moderately positive signal of insider confidence.

The direct purchase at market prices—rather than vesting or option exercise—adds ~$0.3 M to the CEO’s personal exposure and lifts his holding to 1.33 M shares. Although small versus Tronox’s float, insider buying in commodity-linked cyclical names can precede price inflections. Investors may interpret the trade as management believing the stock is undervalued near multi-year lows. No negative indicators (sales, hedges, 10b5-1 plan) accompany the filing, reinforcing the bullish optics. Impact: positive but not transformational.

Corporate Governance Specialist

TL;DR: Transaction aligns CEO incentives with shareholders; governance implications positive.

An executive purchasing shares with personal funds, absent a preset plan, tightens alignment and can mitigate agency concerns. The filing is timely and complete, reflecting good compliance discipline. No red flags emerged regarding undisclosed derivatives or complex indirect holdings. While the purchase alone does not alter control dynamics, it marginally strengthens insider ownership, which proxy advisers often view favorably.

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^*

Romano John D

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		P		100,000	A	$3.0893(1)	1,333,485	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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.045 to $3.11, 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 purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

	/s/ Jeffrey Neuman, as attorney-in-fact	08/01/2025
	** 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

How many TROX shares did CEO John D. Romano buy on 08/01/2025?

He bought 100,000 common shares.

What was the average purchase price in the Form 4 for TROX?

The weighted-average price was $3.0893, with individual trades between $3.045 and $3.11.

How many Tronox shares does the CEO own after the reported transaction?

John D. Romano now directly owns 1,333,485 TROX shares.

What transaction code appears on Tronox’s Form 4 filed 08/01/2025?

The filing lists transaction code “P”, indicating an open-market purchase.

Were any derivative securities involved in this Form 4 for TROX?

No, the filing reports no derivative transactions or holdings changes.