STOCK TITAN

Titan America (TTAM) logs new shares from rights exercise and renews board in 2026 AGM

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Titan America reports a small capital increase following the exercise of employee or investor subscription rights and confirms changes to its board of directors. A total of 10,876 subscription rights were exercised, each into one share, at an exercise price of USD 0.01 per share. This raised the company’s capital by USD 108.76 from USD 1,843,624,650.00 to USD 1,843,624,758.76 and increased the number of shares to 184,373,341, all with voting rights and no nominal value.

The annual general meeting on 5 May 2026 renewed the one-year mandates of six directors, including several independent directors, and appointed Evangelia Kostakis as a new independent director, all terms expiring at the 2027 annual general meeting. The meeting also granted broad powers of attorney to certain directors and external counsel to implement these resolutions and handle related Belgian filing and publicity formalities.

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Subscription rights exercised 10,876 Total subscription rights exercised, each into one share
Capital increase amount USD 108.76 Increase in share capital from subscription rights exercise
Capital before increase USD 1,843,624,650.00 Share capital before the May 2026 capital increase
Capital after increase USD 1,843,624,758.76 Share capital after the capital increase acknowledged on 18 May 2026
Exercise price per share USD 0.01 Cash exercise price for each new share from subscription rights
Total shares after increase 184,373,341 Number of shares representing the capital as per revised Article 5
AGM date 5 May 2026 Date of general meeting approving director renewals and appointment
Mandate expiry year 2027 All renewed and new director mandates expire at the 2027 AGM
subscription rights financial
"It results from the statement of subscription rights that the exercise of a total of 10,876"
Subscription rights are short-term privileges given to existing shareholders to buy additional new shares before the general public, typically at a set price and in proportion to their current holdings. Think of it as getting a coupon for first dibs on extra slices of a pizza so your share of the pie doesn’t shrink; exercising them can be a cheaper way to maintain your ownership and voting power, while ignoring them can reduce your stake and potential future earnings.
capital increase financial
"ACKNOWLEDGEMENT OF THE COMPLETION OF A CAPITAL INCREASE FOLLOWING THE EXERCISE"
A capital increase is when a company raises new equity funding by issuing additional shares or otherwise expanding its ownership base. Investors watch these moves because they supply cash for growth, acquisitions or debt reduction, but they can also reduce each existing share’s ownership and claim on profits—like adding more slices to a pizza: the pie may grow, but each slice can become smaller unless overall value increases proportionally.
articles of association regulatory
"Article 5 of the articles of association shall henceforth read as follows"
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.
independent director financial
"Renewal of the mandate of Mr. James William Bachmann as independent director of the Company"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
power of attorney regulatory
"The Annual General Meeting granted a power of attorney to Jan Moriaux, Michael"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
public limited company regulatory
"Legal form: Public limited company (société anonyme)"
A public limited company is a business that has split ownership into shares that can be bought and sold by the public on stock markets, while its owners have limited legal liability for debts. Think of it like a large bakery that sells slice ownership to many people — shareholders share profits and risks but aren’t personally responsible for company debts. Investors care because public listing makes a company’s finances, share price, and governance more transparent and liquid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What capital change did Titan America (TTAM) report in this Form 6-K?

Titan America reported a capital increase of USD 108.76, raising its share capital from USD 1,843,624,650.00 to USD 1,843,624,758.76 following the exercise of subscription rights into new shares.

How many new shares did Titan America (TTAM) issue and at what price?

Titan America issued 10,876 new shares upon exercise of subscription rights, each at an exercise price of USD 0.01 per share, fully paid and carrying the same rights as existing shares.

What is Titan America’s (TTAM) updated total number of shares outstanding?

Following the capital increase, Titan America’s share capital is represented by 184,373,341 shares with voting rights, without nominal value, each representing an equal part of the company’s capital.

Which directors had their mandates renewed at Titan America’s (TTAM) 2026 AGM?

The AGM renewed one-year mandates for James William Bachmann, Marcel Constantin Cobuz, Michael Colakides, Sandra Maria Soares Santos, Willem Jozef L. Van Der Smissen and Vassilios Zarkalis, all expiring at the 2027 AGM.

Did Titan America (TTAM) appoint any new independent directors in 2026?

Yes. Titan America appointed Evangelia Kostakis as an independent director for a one-year term, with her mandate expiring at the close of the annual general meeting of shareholders to be held in 2027.

What implementation powers were granted after Titan America’s (TTAM) 2026 AGM?

The AGM granted a power of attorney to several directors and named lawyers to execute documents, file the 31 December 2025 annual accounts, manage director (re)appointments, and complete required Belgian publicity formalities.



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________

FORM 6-K
_________________________________________________________________

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 2026

Commission File Number 001-42510
_________________________________________________________________

Titan America SA
(Translation of Registrant’s Name Into English)
_________________________________________________________________

1000 Bruxelles,
Place Sainte-Gudule 14, Belgium
(Address of principal executive offices)
_________________________________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o













Titan America SA
The following exhibit is attached:
EXHIBIT NO.DESCRIPTION
99.1
Belgian Official Gazette Notice - Acknowledgement of the completion of a capital increase following the exercise of subscription rights
99.2
Belgian Official Gazette Notice - Extract from the minutes of the general meeting of shareholders dated 5 May 2026 - appointment / reappointment of directors






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 12, 2026
Titan America SA
By:s/ Larry Wilt
Name: Larry Wilt
Title:Chief Financial Officer


EXHIBIT 99.1
Section B — Copy to be published in the Annexes to the Belgian Official Gazette
after filing of the deed with the registry
______________________________________________________________________
Filing Information
Reference No.: *26086483*
Filed / Received on: 30 June 2026
Registry: at the registry of the French-speaking Enterprise Court of Brussels
Enterprise No.: 1011.751.174
Name (in full): Titan America
Legal form: Public limited company (société anonyme)
Full registered office address: 1000 Brussels, Place Sainte-Gudule 14
Subject of the deed: ACKNOWLEDGEMENT OF THE COMPLETION OF A CAPITAL INCREASE FOLLOWING THE EXERCISE OF SUBSCRIPTION RIGHTS
______________________________________________________________________
Deed
On this day, the eighteenth of May two thousand and twenty-six.
( ... )
Before Tim CARNEWAL, notary in Brussels (first canton), exercising his functions within the company “BERQUIN NOTAIRES”, having its registered office at 1000 Brussels, Avenue Lloyd George 11,
THERE APPEARED:
( ... )
hereinafter also referred to as the “appearing party”,
acting in the capacity of special proxyholder designated by the board of directors of the public limited company “Titan America”, having its registered office at 1000 Brussels, Place Sainte-Gudule 14, and holding enterprise number 1011.751.174 (the “Company”)
( ... )
Acknowledgements
After this preliminary statement, the appearing party acknowledges, in accordance with Article 7:187 of the Code of Companies and Associations, the following:
I. It results from the statement of subscription rights that the exercise of a total of 10,876 subscription rights was requested. This statement is annexed to the letter of instruction drawn



EXHIBIT 99.1
up on behalf of the board of directors of the Company, which shall remain annexed to the present deed.
II. The exercise of one subscription right gives entitlement to one (1) share of the Company.
III. The capital of the Company has been increased by USD 108.76 and raised from USD 1,843,624,650.00 to USD 1,843,624,758.76. The said capital increase is carried out by the issuance of 10,876 new shares, enjoying the same rights and advantages as the existing shares. The said new shares were subscribed for in cash at an exercise price of USD 0.01, as set out in the statement referred to in paragraph I above. Each share was immediately paid up to the extent of 100.00%.
( ... )
IV. Article 5 of the articles of association shall henceforth read as follows:
“Article 5. CAPITAL
The capital of the company is set at one billion eight hundred forty-three million six     hundred twenty-four thousand seven hundred fifty-eight United States dollars and seventy-six cents (USD 1,843,624,758.76).
It is represented by one hundred eighty-four million three hundred seventy-three     thousand three hundred forty-one (184,373,341) shares, without indication of nominal value, with voting rights, each representing an equal part of the capital.”
( ... )
CERTIFIED TRUE EXTRACT.
(Filed together with the extract: an official copy of the deed, a copy of a letter of instruction dated 13 May 2026.)
(To be filed electronically via the articles of association database: the coordinated text of the articles of association.)
This extract is issued prior to registration in accordance with Article 173, 1° bis of the Code of Registration Duties.
Tim CARNEWAL
Notary
Annexes to the Belgian Official Gazette – 07/07/2026 – Annexes du Moniteur belge
_________________________________________________________________________________________________________
This is an unofficial English translation of a French-language document prepared for reference purposes.


EXHIBIT 99.2
Section B — Copy to be published in the Annexes to the Belgian Official Gazette
after filing of the deed with the registry
______________________________________________________________________
Filing Information
Filed / Received on: 23 July 2026
Registry: at the registry of the French-speaking Enterprise Court of Brussels
Enterprise No.: 1011 751 174
Name (in full): Titan America
Legal form: Public limited company (Société anonyme)
Full registered office address: 1000 Brussels, Place Sainte-Gudule 14
Subject of the deed: Renewal of directors
______________________________________________________________________
Extract from the Minutes of the General Meeting of Shareholders dated 5 May 2026
The Annual General Meeting approved the following appointment and renewal of the mandates of the members of the Board of Directors:
Renewal of the mandate of Mr. James William Bachmann as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Renewal of the mandate of Mr. Marcel Constantin Cobuz as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Renewal of the mandate of Mr. Michael Colakides as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Renewal of the mandate of Ms. Sandra Maria Soares Santos as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Renewal of the mandate of Mr. Willem Jozef L. Van Der Smissen as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Renewal of the mandate of Mr. Vassilios Zarkalis as director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.
Appointment of Ms. Evangelia Kostakis as independent director of the Company for a term of one year, expiring at the close of the annual general meeting of shareholders to be held in 2027.




EXHIBIT 99.2
Power of Attorney
The Annual General Meeting granted a power of attorney to Jan Moriaux, Michael Colakides, Vassilios (Bill) Zarkalis, John Christy, Lawrence (Larry) Wilt, Grigorios Dikaios, Nikolaos Andreadis, as well as to Sophie Rutten, Jasper Clarys and Susana Gonzales, or to any other lawyer or partner of Allen Overy Shearman Sterling (Belgium) LLP, each acting independently, for the purpose of drafting, executing and signing all documents, instruments, deeds and formalities and giving all instructions necessary or useful for the implementation of the aforementioned resolutions, including, but not limited to, the filing of the annual accounts closed as at 31 December 2025, together with the related annual report and the report of the statutory auditor, with the National Bank of Belgium, the (re)appointment of the directors of the Company, and the completion of the necessary publicity formalities, with the right of delegation.
Susana Gonzalez Melon
Authorised Representative (Mandataire)
______________________________________________________________________
To be indicated on the last page of Section B:
Front side: Name and capacity of the officiating notary or of the person or persons authorised to represent the legal entity vis-à-vis third parties.
Reverse side: Name and signature (not applicable to “Mention” type deeds).
_____________________________________________________________________________________________
This is an unofficial English translation of a French-language document prepared for reference purposes.




Filing Exhibits & Attachments

2 documents