Form 10-Q of Q2 2026 Report,

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the transition period from to

1-35573

(Commission file number)

(Exact Name of Registrant as Specified in its Charter)

England and Wales 98-1467236

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

Laporte Road, Stallingborough Grimsby, North East Lincolnshire, DN40 2PR

United Kingdom

Registrant's telephone number, including area code: (203) 705-3800 Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

Ordinary Shares, par value $0.01 per share New York Stock Exchange Trading Symbol: TROX

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 20, 2026, the Registrant had 159,700,029 ordinary shares outstanding.

‌SIGNATURES 55

2

‌Item 1. Financial Statements (Unaudited)‌

Page No.

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025 5

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 7

Notes to Unaudited Condensed Consolidated Financial Statements 10

3

‌TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,

See accompanying notes to unaudited condensed consolidated financial statements.

4

‌TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited) (Millions of U.S. dollars)

Three Months Ended June 30, Six Months Ended June 30,

See accompanying notes to unaudited condensed consolidated financial statements.

5

TRONOX HOLDINGS PLC CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Millions of U.S. dollars, except share and per share data)

Shareholders' Equity

See accompanying notes to unaudited condensed consolidated financial statements.

‌6

Table of Contents

TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Millions of U.S. dollars)

Six Months Ended June 30,

See accompanying notes to unaudited condensed consolidated financial statements.

‌7

TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(Millions of U.S. dollars, except for shares)

For the six months ended June 30, 2026

Tronox Holdings

Tronox Holdings

Capital

Total

See accompanying notes to unaudited condensed consolidated financial statements.

8

‌TRONOX HOLDINGS PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Continued)

(Unaudited)

(Millions of U.S. dollars, except for shares)

For the six months ended June 30, 2025

Tronox Holdings plc Ordinary

Tronox Holdings plc Ordinary

Capital in Excess

Accumulated Other

Total Tronox Holdings plc

Non-

See accompanying notes to unaudited condensed consolidated financial statements.

9

TRONOX HOLDINGS PLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Millions of U.S. dollars, except share, per share and metric tons data or unless otherwise noted)

1. The Company

   Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our seven TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia ("KSA"). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

   We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

   Basis of Presentation

   The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP") for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

   In management's opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for a fair statement of its financial position as of June 30, 2026, and its results of operations for the three and six months ended June 30, 2026 and 2025. Our unaudited condensed consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the manner and presentation in the current period.

   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. It is at least reasonably possible that the effect on the financial statements of a change in estimate due to one or more future confirming events could have a material effect on the financial statements, including, among other things, any potential impacts on the economy as a result of macroeconomic conditions, inflationary pressures, political instability, and supply chain disruptions.

   Recently Issued Accounting Pronouncements

   In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in this update apply to all public business entities. The standard requires that at each interim and annual reporting period an entity disclose additional information about specific expense categories in commonly presented expense captions within the notes to the financial statements. Further the amendments require that an entity include certain amounts that are already required to be disclosed by current GAAP in the same disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclose the total amount of selling expenses and an entity's definition of selling expenses (in annual reporting periods). The amendments in this update are effective for annual period beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods

   10

   presented in the financial statement. We are currently evaluating the impact this standard will have on our financial statements.

   In September 2025, the FASB issued ASU 2025-06 "Intangibles-Goodwill and other-Internal-use Software (Subtopic 350-40)". The amendments in this update apply to 1) all entities subject to the internal-use software guidance in Subtopic 350-40 and 2) those that account for website development costs in accordance with Subtopic 350-50. The amendments in this update seek to address previous application challenges by removing all references to the current prescriptive guidance and requiring an entity to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended, referred to as the "probable-to-complete recognition threshold". The amendments also specify that the disclosure requirements in Subtopic 360-10, Property, Plant and Equipment-Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact this standard will have on our financial statements.

   In May 2026, the FASB issued ASU 2026-02 "Environmental Credits and Environmental Credit Obligations (Topic 818)". The amendments in this update improve the financial accounting for and disclosure of environmental credits and environmental credit obligations. This Update provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The amendments in this update are effective for all public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. An entity should apply the amendments in this Update on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. We are currently evaluating the impact this standard will have on our financial statements.

   11

2. Restructuring and Other Charges

   The following table summarizes the impact of the charges as a result of this action on the unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025:

   Severance and employee benefits

   (1)

   Idling Activities (2)

   Asset retirement obligation adjustments

   Environmental liability

   Contract abandonment and other changes

   Total cash charges

   Asset disposal (3)

   Other non-cash charges

   Total non-cash charges

   Total restructuring and other charges

   Botlek closure $ 1	$ 1	$ - $	- $	- $ 2	$ - $ - $ - $			2
   Fuzhou closure 1	1	-	-	- 2	- - -			2
   Three Months Ended June 30, 2026 $ 2	$ 2	$ - $	- $	- $ 4	$ - $ - $ - $			4
   Severance and employee	Idling	Asset retirement	Contract	Asset	Other non-		Total
   benefits	Activities	obligation	Environmental abandonment and Total cash	disposal	cash	Total non-	restructuring and
   (1)	(2)	adjustments	liability other changes charges	(3)	charges	cash charges	other charges
   Botlek closure $ 9	$ 24	$ - $	- $ - $ 33	$ 9	$ -	$ 9	$ 42
   Three Months Ended June 30, 2025 $ 9	$ 24	$ - $	- $ - $ 33	$ 9	$ -	$ 9	$ 42

   1. Represents severance that is statutorily required by law as well as any incremental enhancements that are provided by the respective actions.

   2. Represents decommissioning and idling activities and are expensed as incurred.

   3. Represents asset write-offs and accelerated depreciation.

      The following table summarizes the impact of the charges as a result of this action on the unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025:

      Severance and employee benefits

      (1)

      Idling Activities (2)

      Asset retirement obligation adjustments

      Environmental liability

      Contract abandonment and other changes

      Total cash charges

      Asset disposal (3)

      Other non-cash charges

      Total non-cash charges

      Total restructuring and other charges

      Six Months Ended June 30,

      2026 $

      6 $

      8 $

      - $

      - $

      1 $

      15 $

      3 $

      - $

      3 $

      18

      Fuzhou closure

      4

      3

      -

      -

      -

      7

      -

      -

      -

      7

      Botlek closure $ 2 $ 5 $ - $ - $ 1 $ 8 $ 3 $ - $ 3 $ 11

      Severance and employee benefits

      (1)

      Idling Activities (2)

      Asset retirement obligation adjustments

      Environmental liability

      Contract abandonment and other changes

      Total cash charges

      Asset disposal (3)

      Other non-cash charges

      Total non-cash charges

      Total restructuring and other charges

      Botlek closure $ 17 $ 30 $ 11 $ - $ 7 $ 65 $ 62 $ 1 $ 63 $ 128

      Six Months Ended June 30,

      2025 $ 17 $ 30 $ 11 $ - $ 7 $ 65 $ 62 $ 1 $ 63 $ 128

      1. Represents severance that is statutorily required by law as well as any incremental enhancements that are provided by the respective actions.

      2. Represents decommissioning and idling activities and are expensed as incurred.

      3. Represents asset write-offs and accelerated depreciation.

      Botlek closure

      In March 2025, Tronox announced and informed the Netherlands' labor force of its plan to idle its 90,000 metric ton per year TiO2 plant in the Netherlands indefinitely, as a result of a strategic review it undertook of the Company's global asset footprint.

      12

      The Company's main objective for this action was to optimize its global production footprint and improve its capacity utilizations. Approximately 240 employees were impacted by the action. As a result of this decision, the Company has recorded total restructuring and other related charges of $184 million, approximately $74 million of which is related to non-cash items. The plan is substantially complete as of June 30, 2026, and as a result, we expect any future restructuring charges for this plan to be immaterial.

      For the three months ended June 30, 2026, Tronox incurred $2 million of charges, which included $1 million in severance and employee separation benefits charges and $1 million for activities associated with idling of site operations. Given the plan is substantially complete, we do not expect to incur any material incremental restructuring charges related to these items going forward.

      For the six months ended June 30, 2026, Tronox incurred $11 million of charges, of which $3 million were non-cash. These charges included $2 million in severance and employee separation benefits charges, $5 million for activities associated with idling of site operations, and $1 million of contract early termination charges.

      In addition, the Company has recorded a non-cash charge of $3 million during the six months ended June 30, 2026, primarily associated with asset write-downs and accelerated depreciation associated with assets which are not redeployable to other locations of the Company. The plan is substantially complete, and as a result, we expect any incremental charges or changes with respect to these items to be immaterial.

      Fuzhou closure

      Subsequent to the Botlek plant closure in 2025, the Company continued to review its global pigment plant portfolio and ultimately in January 2026, announced its plan to permanently close its 46,000 metric ton per year TiO2 plant in Fuzhou, China. The closure reflected ongoing weak Chinese domestic demand and increasing costs plus continued excess Chinese TiO2 production. This action was a result of a strategic review the Company undertook of its global asset footprint. The Company believes this decision will optimize its global production footprint and improve its capacity utilizations. This action impacted approximately 550 employees located at the site. As a result of this decision, the Company has recorded total restructuring and other related charges of approximately $66 million through June 30, 2026, $38 million of which related to non-cash items. We

      13

      will not record any incremental restructuring charges related to this plan going forward as the plan was completed as of June 30, 2026, which is earlier than originally anticipated.

      For the three months ended June 30, 2026, Tronox incurred $2 million of charges related to the Fuzhou closure. These charges included $1 million in severance and employee separation benefits charges and $1 million for activities associated with idling of site operations.

      For the six months ended June 30, 2026, Tronox incurred $7 million in charges related to the Fuzhou closure. These charges included $4 million in severance and employee separation benefits charges and $3 million for activities associated with idling of site operations.

      Rollforward of restructuring and other charges reserve

      The following table shows a rollforward of restructuring and other charges reserves resulting in cash spending. These amounts exclude asset retirement obligations and environmental liability, which are included in "Asset retirement obligations" and "Environmental liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheets:

      Balance at January 1,

      Changes in

      Foreign currency

      Balance at June 30,

      		2026		Reserves	Cash Payments	translation and other	2026
      Botlek closure	$		16 $	8 $	(13) $	- $		11
      Fuzhou closure			12	4	(16)	-		-
      Total	$		28 $	12 $	(29) $	- $		11

      Balance at January 1,

      Changes in

      Foreign currency

      Balance at June 30,

      		2025	Reserves	Cash Payments	translation and other	2025
      Botlek closure	$		- $ 53 $	(27) $	2 $		28
      Total	$		- $ 53 $	(27) $	2 $		28

      Cash payments associated with the liability at June 30, 2026 for Botlek are expected to occur primarily through the second half of 2026. The Fuzhou restructuring liability has been fully settled as of June 30, 2026 through cash payments of $16 million and $4 million reduction in the liability primarily as a result of transfer of the contract termination obligation in the sale of Fuzhou, discussed below. At June 30, 2026 and December 31, 2025, $7 million and

      $23 million are recorded within "Accrued liabilities", respectively and $4 million and $5 million are recorded within "Other long-term liabilities", respectively,

      on the unaudited Condensed Consolidated Balance Sheet. Sale of Fuzhou

      During three months ended June 30, 2026, the Company received an unsolicited offer from a third-party buyer interested in buying our Fuzhou plant. On June 17, 2026, the transaction was completed which resulted in the transfer of our interests in the plant's assets and associated obligations to the buyer in exchange for a cash consideration of $14 million (net of cash transferred to the buyer). As a result of this transaction, we derecognized a net liability of $6 million, resulting in a gain on disposal of $20 million, which was recorded within "Other income (expense), net" on the unaudited Condensed Consolidated Statements of Operations. The $14 million net proceeds were included in "Proceeds from dispositions and asset sales" in the unaudited Condensed Consolidated Statement of Cash Flows. As a result of this transaction, the Company transferred asset retirement obligations, contract termination obligations and environmental liabilities related to the Fuzhou plant.

      14

3. Revenue

   We recognize revenue at a point in time when the customer obtains control of the promised products. For most transactions this occurs when products are shipped from our manufacturing facilities or at a later point when control of the products transfers to the customer at a specified destination or time.

   Contract assets represent our rights to consideration in exchange for products that have transferred to a customer when the right is conditional on situations other than the passage of time. For products that we have transferred to our customers, our rights to the consideration are typically unconditional and only the passage of time is required before payments become due. These unconditional rights are recorded as "Accounts receivable" in the unaudited Condensed Consolidated Balance Sheets. As of June 30, 2026, and December 31, 2025, we did not have any material contract asset balances.

   Contract liabilities represent our obligations to transfer products to a customer for which we have received consideration from the customer. From time to time, we may receive advance payment from our customers that is accounted for as deferred revenue. Deferred revenue is earned when control of the product transfers to the customer, which is typically within a short period of time from when we received the advanced payment. Contract liability balances as of

   June 30, 2026 and December 31, 2025 were less than $1 million and $4 million, respectively. Contract liability balances were reported as "Accounts payable" in the unaudited Condensed Consolidated Balance Sheets. All material contract liabilities as of December 31, 2025 were recognized as revenue in "Net sales" in the unaudited Condensed Consolidated Statements of Operations during the first quarter of 2026.

   Disaggregation of Revenue

   We operate under one operating and reportable segment, Tronox. See Note 22 for further details. We disaggregate our revenue from contracts with customers by product type and geographic area. We believe this level of disaggregation appropriately depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors and reflects how our business is managed.

   Net sales to external customers by geographic areas where our customers are located were as follows:

   Three Months Ended June 30, Six Months Ended June 30,

   	2026		2025			2026		2025
   North America	$	221	$	207		$	413	$	405
   South and Central America		77		41			135		87
   Europe, Middle-East and Africa		354		299			658		611
   Asia Pacific		216		184			422		366
   Total net sales	$	868	$	731		$	1,628	$	1,469

   Net sales from external customers for each similar type of product were as follows:

   Three Months Ended June 30, Six Months Ended June 30,

   2026		2025			2026		2025
   TiO2 $	700	$	587		$	1,316	$	1,171
   Zircon	97		68			186		137
   Other products	71		76			126		161
   Total net sales $	868	$	731		$	1,628	$	1,469

   Other products mainly include pig iron, TiCl4 and other mining products.

   During the six months ended June 30, 2026 and 2025, our ten largest third-party customers represented 36% and 38%, respectively, of our consolidated net sales. During both the six months ended June 30, 2026 and 2025, no single customer accounted for 10% of our consolidated net sales.

   15

4. Income Taxes

   Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

   Loss before income taxes is comprised of the following:

   Three Months Ended June 30,

   Six Months Ended June 30,

   	2026		2025			2026		2025
   Income tax provision	$	(106)	$	(4)		$	(106)	$	(9)
   Loss before income taxes	$	(67)	$	(81)		$	(171)	$	(187)
   Effective tax rate		(158)%		(5)%			(62)%		(5)%

   Tronox Holdings plc, a U.K. public limited company is the parent company for the business group, and the statutory tax rate in the U.K. at both June 30, 2026 and 2025 was 25%. The effective tax rates for the three and six months ended June 30, 2026 and 2025 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate.

   At each reporting date, we perform an analysis to determine the likelihood of realizing our deferred tax assets and whether any valuation allowances are required. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. Our analysis takes into consideration all available positive and negative evidence, including prior operating results, the nature and reason for any losses, our forecast of future taxable income, utilization of tax planning strategies, and the dates on which any deferred tax assets are expected to expire. These assumptions and estimates require a significant amount of judgment and are made based on current and projected circumstances and conditions.

   During the three months ended June 30, 2026, the Company identified negative evidence concerning our ability to realize a portion of our US state deferred tax assets. This evidence relates only to states which do not allow consolidated US group filings, as certain of our US subsidiaries have entered a three-year cumulative loss position during 2026. In light of this evidence, a valuation allowance of $103 million was put into place against these deferred tax assets for US state purposes.

   We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom, as we cannot objectively assert that these deferred tax assets are more likely than not to be realized. Until these valuation allowances are eliminated, provisions for income taxes for these jurisdictions will include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments.

   Additionally, we have valuation allowances against specific tax assets in South Africa and the United States. The Chinese entity with a valuation allowance was sold during the quarter.

   The new U.S. tax law, officially titled the "One Big Beautiful Bill", was signed into law on July 4, 2025. It represents a significant update of tax policy and includes a wide range of provisions. Many of the policy updates do not have an impact on Tronox, and the updates that do, are not expected to be material.

   During the six months ended June 30, 2025, the Company received notification that the Australian Taxation Office ("ATO") initiated an audit of Tronox Limited, Tronox Holdings plc and their associates for the calendar years 2017 - 2022. The Company is responding to requests for information on this audit.

   The Company currently has no uncertain tax positions recorded. We believe that we have made adequate provisions for income taxes that may be payable with respect to years open for examination or currently under examination. With regard to years under examination, the ultimate outcome is not presently known and, accordingly, adjustments to our provisions may be necessary and/or reclassifications of noncurrent tax liabilities to current may occur in the future.

   16

5. Loss Per Share

   The computation of basic and diluted loss per share for the periods indicated is as follows:

   Three Months Ended June 30, Six Months Ended June 30,

   2026

   2025

   2026

   2025

   Numerator - Basic and Diluted:

   Net loss $ (173) $ (85) $ (277) $ (196)

   Less: Net loss attributable to noncontrolling interest (2)		(1)	(3)	(1)
   Net loss available to ordinary shares	$ (171)	$ (84)	$ (274)	$ (195)
   Denominator - Basic and Diluted:
   Weighted-average ordinary shares, basic (in thousands)	159,841	158,561	159,444	158,358
   Weighted-average ordinary shares, diluted (in thousands)	159,841	158,561	159,444	158,358
   Basic net loss per ordinary share	$ (1.07)	$ (0.53)	$ (1.72)	$ (1.23)
   Diluted net loss per ordinary share	$ (1.07)	$ (0.53)	$ (1.72)	$ (1.23)

   Net loss per ordinary share amounts were calculated from exact, not rounded net loss and share information. Anti-dilutive shares not recognized in the diluted net loss per share calculation for the three and six months ended June 30, 2026 and 2025 were as follows:

   Shares

   Three Months Ended June 30, Six Months Ended June 30,

   	2026	2025		2026	2025
   Restricted share units	3,189,824	5,207,309		3,189,824	5,207,309

6. Accounts Receivable Securitization Program

   On March 15, 2022, the Company entered into an accounts receivable securitization program ("Securitization Facility") with a financial institution ("Purchaser"), through our wholly owned special purpose bankruptcy-remote subsidiary Tronox Securitization LLC (" SPE"). As the Company does not maintain effective control over the sold receivables, we derecognize the sold receivables from our unaudited Condensed Consolidated Balance Sheet and classify the cash proceeds as source of cash from operating activities in our unaudited Condensed Consolidated Statement of Cash Flows.

   In March 2026, the Securitization Facility was amended to increase the facility limit from $230 million to $255 million. In May 2026, the Securitization Facility was amended to further increase the facility limit from $255 million to $275 million.

   The program is structured on a revolving basis under which cash collections from receivables are used to fund additional purchases of receivables at 100% face value, not to exceed the facility limit. As of June 30, 2026 and December 31, 2025, the total value of accounts receivables sold under the Securitization Facility and derecognized from the Company's unaudited Condensed Consolidated Balance Sheet was $275 million and $230 million, respectively. Additionally, at June 30, 2026 and December 31, 2025, we retained approximately $152 million and $133 million, respectively, of unsold receivables which we pledged as collateral for the sold receivables.

   The following table sets forth a summary of the receivables sold and fees incurred under the program during the related periods:

   17

   Three Months Ended June 30, Six Months Ended June 30,

   	2026		2025			2026		2025
   Cash proceeds from collections reinvested in the program	$	308	$	290		$	589	$	546
   Incremental accounts receivables sold		328		290			634		561
   Fees incurred1		4		3			7		7

   1 Amounts relate to monthly utilization of the Securitization Facility and related third-party advisor fees. Such amounts are recorded in "Other income (expense), net" in our unaudited Condensed Consolidated Statement of Operations.

7. Other Financing Arrangements

Inventory Financing Arrangement

On July 29, 2025, we entered into an inventory financing arrangement whereby we agree with our counterparty to sell certain inventory, with short payment terms, and subsequently we repurchase such inventory at an agreed upon price with terms not to exceed 360 days. The agreed upon repurchase price is generally calculated as the original sale price plus financing charges and a nominal spread. In January 2026, we repaid in cash our amount due to the counterparty and shortly thereafter we entered into a new inventory financing arrangement on terms similar to those referenced above.

The following table presents the outstanding balance for financed inventory at both June 30, 2026 and December 31, 2025:

1 Unpaid financing charges are recorded in "Accrued liabilities" on the unaudited Condensed Consolidated Balance Sheet.

The following table presents the financing charges that were recorded within "Interest expense" on the unaudited Condensed Consolidated Statements of Operations:

Three Months Ended June 30, Six Months Ended June 30,

In July 2026, we repaid in cash our payable due to the counterparty and shortly thereafter, we entered into a new inventory financing arrangement on terms similar to those referenced above. The amount financed in this new transaction was $49 million.

Sale and Leaseback Arrangement

In June 2026 we entered into a transaction structured as a sale and leaseback transaction in which we sold certain machinery and equipment to a third-party for

$75 million in cash. For accounting purposes, this transaction is treated as a financing obligation. Monthly rent payments made over the seven-year term are allocated between interest expense and principal repayment of the financial liability. As of June 30, 2026, the short-term and long-term obligations of the sale and leaseback transaction are $9 million and $66 million, respectively, and are recorded within "Accrued liabilities" and "Other long-term liabilities", respectively, on the unaudited Condensed Consolidated Balance Sheet.

18

Materials and supplies, net consists of processing chemicals, maintenance supplies and spare parts, which will be consumed directly and indirectly in the production of our products.

At June 30, 2026 and December 31, 2025, there was approximately $56 million and $57 million, respectively, of inventory that is not expected to be sold within one year and as such, has been recorded in "Other long-term assets" on the Condensed Consolidated Balance Sheets.

At June 30, 2026 and December 31, 2025, inventory obsolescence reserves primarily for materials and supplies were $48 million and $47 million, respectively. Reserves for lower of cost or market and net realizable value were $46 million and $42 million at June 30, 2026 and December 31, 2025, respectively.

Substantially all of the property, plant and equipment, net is pledged as collateral for our debt.

The table below summarizes depreciation expense related to property, plant and equipment for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:

Three Months Ended June 30, Six Months Ended June 30,

19

Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $8 million and $9 million during the three months ended June 30, 2026 and 2025, respectively. Depletion expense relating to mineral leaseholds recorded in "Cost of goods sold" in the unaudited Condensed Consolidated Statements of Operations was $16 million and $17 million during the six months ended June 30, 2026 and 2025, respectively.

1. Intangible Assets, Net

   Intangible assets, net of accumulated amortization, consisted of the following:

   June 30, 2026 December 31, 2025

   	Gross Cost	Accumulated Amortization	Net Carrying Amount		Gross Cost	Accumulated Amortization	Net Carrying Amount
   Customer relationships	$ 291	$ (291)	$ -		$ 291	$ (289)	$ 2
   TiO2 technology	95	(61)	34		94	(57)	37
   Internal-use software and other	253	(84)	169		249	(74)	175
   Intangible assets, net	$ 639	$ (436)	$ 203		$ 634	$ (420)	$ 214

   As of June 30, 2026 and December 31, 2025, internal-use software included approximately $36 million and $55 million, respectively, of capitalized software costs which are not being amortized as the software is not ready for its intended use.

   The table below summarizes amortization expense related to intangible assets for the periods presented, recorded in the specific line items in our unaudited Condensed Consolidated Statements of Operations:

   Three Months Ended June 30, Six Months Ended June 30,

   	2026		2025			2026		2025
   Cost of goods sold	$	5	$	3		$	9	$	5
   Selling, general and administrative expenses		2		7			6		14
   Total	$	7	$	10		$	15	$	19

   Estimated future amortization expense related to intangible assets is $15 million for the remainder of 2026, $34 million for 2027, $35 million for 2028, $33 million for 2029, $33 million for 2030 and $53 million thereafter.

   20

2. Balance Sheet and Cash Flow Supplemental Information

   Accrued liabilities consisted of the following:

   		June 30, 2026			December 31, 2025
   Employee-related costs and benefits	$		119	$	111
   Related party payables			7		4
   Interest			26		27
   Sales rebates			32		45
   Taxes other than income taxes			10		9
   Asset retirement obligations			12		17
   Short term obligation under sale and leaseback transaction			9		-
   Other accrued liabilities			39		61
   Accrued liabilities	$		254	$	274

   Additional supplemental cash flow information for the six months ended June 30, 2026 and 2025 and as of June 30, 2026 and December 31, 2025 is as follows:

   Six Months Ended June 30,

   Supplemental non cash information:	2026			2025
   Operating activities - Chloride slag inventory purchases made from AMIC (including VAT)	$	- $			11
   Operating activities - MGT sales made to AMIC $ 3 $ 3
   Investing activities - In-kind receipt of AMIC loan repayment	$	-	$		11
   Financing activities - Initial commercial insurance premium financing agreement	$	-	$		1
   Financing activities - Repayment of MGT loan	$	3	$		3
   	June 30, 2026			December 31, 2025
   Capital expenditures acquired but not yet paid	$	39	$		44

   21

3. Debt

   Long-Term Debt

   Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following:

   Original Principal

   Annual Interest Rate

   Maturity

   Date June 30, 2026 December 31, 2025

   2024 Term Loan Facility, net of unamortized discount(1)	741	Variable	4/4/2029	$ 728	$ 731
   2024-B Term Loan Facility, net of unamortized discount(1)	902	Variable	9/30/2031	883	887
   Senior Notes due 2029	1,075	4.625 %	3/15/2029	1,075	1,075
   Senior Secured Notes due 2030	400	9.125 %	9/30/2030	400	400
   RMB Term Loan Facility(1)	64	Variable	8/16/2029	52	57
   Australian Government Loan, net of unamortized discount	N/A	N/A	12/31/2036	2	2
   MGT Loan(2)	36	Variable	Variable	10	13
   Finance leases				41	39
   Long-term debt				3,191	3,204
   Less: Long-term debt due within one year				(39)	(39)
   Debt issuance costs				(29)	(33)
   Long-term debt, net				$ 3,123	$ 3,132

   1. The average effective interest rate on the 2024 Term Loan Facility (including the impacts of the interest rate swaps), the 2024-B Term Loan Facility (including the impacts of the interest rate swaps), and the RMB Term Loan Facility was 6.1%, 6.3%, and 9.1%, respectively, during the six months ended June 30, 2026. The average effective interest rate on the 2024 Term Loan Facility, the 2024-B Term Loan Facility, and the RMB Term Loan Facility was 6.8%, 6.5%, and 9.7%, respectively, during the six months ended June 30, 2025. As of June 30, 2026, the applicable margin on the 2024 Term Loan Facility, the 2024-B Term Loan Facility and the RMB Term Loan Facility was 2.25%, 2.50% and 2.35%, respectively.

   2. The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.2% and 6.1% during the six months ended June 30, 2026 and June 30, 2025, respectively.

      22

      Short-Term Debt
      Short-term debt consisted of the following:	Annual Interest Rate	Maturity Date		June 30, 2026		December 31, 2025
      RMB Revolving Credit Facility(1)	Variable	8/16/2027	$		67	$ -
      SEB Credit Facility(1)	4.9 %	2/28/2026			-	40
      Insurance premium financing (Australia)	6.4 %	3/1/2026			-	1
      Insurance premium financing (global)	8.0 %	4/1/2026			-	10
      Bank overdraft	N/A	N/A			1	-
      Short-term debt			$		68	$ 51

      (1) The average effective interest rate on the Cash Flow Revolver and the RMB Revolving Credit Facility was 7.6% and 8.9%, respectively, during the six months ended June 30, 2026. As of June 30, 2026, the applicable margin on the Cash Flow Revolver and the RMB Revolving Credit Facility was 2.25% and 2.25%, respectively.

      RMB Revolving Credit Facility

      During July 2026, the Company made total repayments of R300 million (approximately $18 million at the June 30, 2026 exchange rate).

      Emirates Revolver

      The Emirates Revolver was not renewed upon its expiration in June 2026.

      SEB Credit Facility

      In July 2026, our KSA subsidiary entered into a short-term working capital facility with Saudi Export Import Bank ("SEB Credit Facility") for an amount up to SAR 50 million (approximately $13 million). The maturity date under the facility is April 30, 2027. The SEB Credit Facility bears interest at a fixed rate of 5.63% on outstanding balances. In August 2026, we drew down the full amount of SAR 50 million (approximately $13 million) on the facility.

      Insurance premium financing

      In August 2025, the Company entered into a $30 million insurance premium financing agreement with a third-party financing company related to global policies. The financing balance required a 35% down payment and will be repaid in monthly installments over 8 months at an 8.0% fixed annual interest rate. At June 30, 2026, the financing balance was repaid in full.

      Debt Covenants

      As of June 30, 2026, we are in compliance with all financial covenants in our debt facilities.

4. Derivative Financial Instruments

   Derivatives recorded on the Condensed Consolidated Balance Sheets:

   23

   The following table is a summary of the fair value of derivatives outstanding at June 30, 2026 and December 31, 2025:

   Fair Value

   June 30, 2026 December 31, 2025

   		Assets(a)			Accrued Liabilities				Assets(a)			Accrued Liabilities
   Derivatives Designated as Cash Flow Hedges
   Currency Contracts	$		1	$		-		$		-	$		-
   Interest Rate Swaps			20			-				7			1
   Total Hedges	$		21	$		-		$		7	$		1
   Derivatives Not Designated as Cash Flow Hedges
   Currency Contracts			-			4				5			-
   Total Derivatives	$		21	$		4		$		12	$		1

   (a) At June 30, 2026 and December 31, 2025, current assets of $21 million and $12 million, respectively, are recorded in prepaid and other current assets on the Condensed Consolidated Balance Sheets.

   Derivatives' Impact on the Condensed Consolidated Statement of Operations:

   The following table summarizes the impact of the Company's derivatives on the unaudited Condensed Consolidated Statement of Operations:

   Amount of Pre-Tax Gain (Loss) Recognized in Earnings

   Amount of Pre-Tax Gain (Loss) Recognized in Earnings

   Revenue

   Cost of Goods Sold

   Other income

   (expense), net Revenue

   Cost of Goods Sold

   Other income (expense), net

   Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

   Derivatives Not Designated as Hedging Instruments

Currency Contracts $ - $ - $ (1) $ - $ - $ (1)

Amount of Pre-Tax Gain (Loss) Recognized in Earnings

Amount of Pre-Tax Gain (Loss) Recognized in Earnings

Revenue

Cost of Goods Sold

Other income

(expense), net Revenue

Cost of Goods Sold

Other income (expense), net

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Currency Contracts $ - $ - $ 3 $ - $ - $ (1)

24

As of June 30, 2026, the Company maintains a total of $950 million of interest rate swaps (with $450 million maturing in March 2028 and $500 million maturing in September 2031) with the objective of using the interest-rate swap agreements to add stability to interest expense and to manage the Company's exposure to interest rate movements. These interest rate swaps have been designated as cash flow hedges and involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Fair value gains or losses on these cash flow hedges are recorded in accumulated other comprehensive loss and are subsequently reclassified into interest expense in the same periods during which the hedged transactions affect earnings.

At June 30, 2026 and December 31, 2025, the net unrealized gain of $15 million and the net unrealized loss of less than $1 million, respectively, was recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet. For the three and six months ended June 30, 2026, the amounts recorded in interest expense related to the interest-rate swap agreements were less than $1 million and $1 million, respectively, of which less than

$1 million and $1 million was reclassified from "Accumulated other comprehensive loss" to interest expense. For the three and six months ended June 30, 2025, the net amounts recorded in interest expense related to the interest-rate swap agreements $2 million and $4 million, respectively.

Foreign Currency Risk

From time to time, we enter into foreign currency contracts used to hedge forecasted third party non-functional currency sales for our South African subsidiaries. From time to time, we enter into foreign currency contracts used to hedge forecasted non-functional currency cost of goods sold and forecasted non-functional currency selling, general and administrative expenses ("SG&A expenses") for our Australian subsidiaries. Historically, we have used a combination of zero-cost collars, put options or forward contracts to reduce the exposure. These foreign currency contracts are designated as cash flow hedges. Changes to the fair value of these foreign currency contracts are recorded as a component of other comprehensive (loss) income, if these contracts remain highly effective, and are recognized in net sales, costs of goods sold or SG&A expenses in the period in which the forecasted transaction affects earnings or are recognized in other income (expense), net when the transactions are no longer probable of occurring. As of June 30, 2026, we had notional amounts of 374 million Australian dollars ($259 million at the June 30, 2026 exchange rate) that expire between July 29, 2026 and December 29, 2026 to reduce the exposure of our Australian subsidiaries' cost of sales to fluctuations in currency rates. As of June 30, 2026, we had notional amounts of 15 million Australian dollars ($10 million at the June 30, 2026 exchange rate) that expire between July 29, 2026 and December 29, 2026 to reduce the exposure of our Australian subsidiaries' SG&A expenses to fluctuations in currency rates. As of June 30, 2026, we had notional amounts of 2 billion South African Rand (or approximately $92 million at the June 30, 2026 exchange rate) that expire between July 29, 2026 and December 29, 2026 to reduce the exposure of our South African subsidiaries' third party sales to fluctuations in currency rates. At June 30, 2026, there was a net unrealized gain of $2 million recorded in "Accumulated other comprehensive loss" on the unaudited Condensed Consolidated Balance Sheet, which is expected to be fully recognized in earnings over the next twelve months. At December 31, 2025, there was a net realized gain of $1 million recorded in "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheet.

From time to time, we enter into foreign currency contracts for the South African Rand, Australian Dollar, Euro, Pound Sterling, and Saudi Riyal to reduce exposure of our subsidiaries' balance sheet accounts not denominated in our subsidiaries' functional currency to fluctuations in foreign currency exchange rates. Historically, we have used forward contracts to reduce the exposure. For accounting purposes, these foreign currency contracts are not considered hedges. The change in fair value associated with these contracts is recorded in "Other income (expense), net" within the unaudited Condensed Consolidated Statement of Operations and partially offsets the change in value of third party and intercompany-related receivables not denominated in the functional currency of the subsidiary. At June 30, 2026, there was (i) 1 billion South African Rand (or approximately $67 million at the June 30, 2026 exchange rate), (ii) 149 million Australian dollars (or approximately $103 million at the June 30, 2026 exchange rate), (iii) 111 million Pound Sterling (or approximately $147 million at the June 30, 2026 exchange rate), (iv) 37 million Euro (or approximately $42 million at the June 30, 2026 exchange rate), and (v) 163 million Saudi Riyal (or approximately $43 million at the June 30, 2026 exchange rate) of notional amounts of outstanding foreign currency contracts. At December 31, 2025, there was (i) 572 million South African Rand (or approximately $35 million at the June 30, 2026 exchange rate), (ii) 161 million Australian dollars (or approximately $111 million at the June 30, 2026 exchange rate), (iii) 213 million Pound Sterling (or approximately $282 million at the June 30, 2026 exchange rate), (iv) 50 million Euro (or approximately $57 million at the June 30, 2026 exchange rate) and (v) 83 million Saudi Riyal (or approximately $22 million at the June 30, 2026 exchange rate) of notional amounts of outstanding foreign currency contracts.

25

1. Fair Value

   Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:

   Level 1 -Quoted prices in active markets for identical assets or liabilities

   Level 2 -Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly Level 3 -Unobservable inputs based on the Company's own assumptions

   Our debt is recorded at historical amounts. The following table presents the fair value of our debt and derivative contracts at both June 30, 2026 and December 31, 2025:

   June 30,

   2026

   December 31,

   2025

   	Asset	Liability	Asset	Liability
   2024 Term Loan Facility	$ - $	620	$ - $	605
   2024-B Term Loan Facility	-	739	-	684
   RMB Term Loan Facility	-	52	-	57
   Senior Notes due 2029	-	755	-	754
   Senior Secured Notes due 2030	-	403	-	399
   Australian Government Loan	-	2	-	2
   MGT Loan	-	10	-	13
   Interest rate swaps	20	-	7	1
   Foreign currency contracts	1	4	5	-

   We determined the fair value of the 2024 Term Loan Facility, the 2024-B Term Loan Facility, the Senior Notes due 2029 and the Senior Secured Notes due 2030 using quoted market prices, which under the fair value hierarchy is a Level 1 input. We determined the fair value of the RMB Term Loan Facility utilizing transactions in the listed markets for identical or similar liabilities, which under the fair value hierarchy is a Level 2 input. The fair value of the Australian Government Loan and MGT Loan is based on the contracted amount which is a Level 2 input.

   We determined the fair value of the foreign currency contracts, natural gas hedges and the interest rate swaps using inputs other than quoted prices in active markets that are observable either directly or indirectly. The fair value hierarchy for the foreign currency contracts, natural gas hedges and interest rate swaps is a Level 2 input.

   The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt approximate fair value due to the short-term nature of these items.

   26

2. Asset Retirement Obligations

Asset retirement obligations consist primarily of rehabilitation and restoration costs, landfill capping costs, decommissioning costs, and closure and post-closure costs. Activities related to asset retirement obligations were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

1 - Other, including change in estimates for the three months ended June 30, 2026 includes a reduction in the liability related to Fuzhou's sale. Additionally, other, including change in estimates for the six months ended June 30, 2025 includes a charge of $11 million related to the Botlek plant shutdown which is recorded in "Restructuring and other charges" on the condensed consolidated statement of operations. Refer to note 2 for further details.

Purchase and Capital Commitments-Includes obligations for purchase requirements of process chemicals, supplies, utilities and services entered into in the ordinary course of business. At June 30, 2026, purchase commitments were $188 million for the remainder of 2026, $323 million for 2027, $195 million for 2028, $157 million for 2029, $144 million for 2030, and $2,372 million thereafter.

Letters of Credit-At June 30, 2026, we had outstanding letters of credit and bank guarantees of $163 million, of which $70 million were letters of credit (including $43 million is related to the sale of Hawkins Point as discussed below), and $93 million were bank guarantees. Amounts for performance bonds were not material.

Environmental Matters-It is our policy to record appropriate liabilities for environmental matters when remedial efforts are probable and the costs can be reasonably estimated. Such liabilities are based on our best estimate of the undiscounted future costs required to complete the remedial work. The recorded liabilities are adjusted periodically as remediation efforts progress or as additional technical, regulatory or legal information becomes available. Given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of other potentially responsible parties, technology and information related to individual sites, we do not believe it is possible to develop an estimate of the range of reasonably possible environmental loss in excess of our recorded liabilities. We expect to fund expenditures for these matters from operating cash flows. The timing of cash expenditures depends principally on the timing of remedial investigations and feasibility studies, regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. Included in these environmental matters is the following:

27

Hawkins Point Plant. Residual waste mud, known as Batch Attack Mud, and a spent sulfuric waste stream were deposited in an onsite repository (the "Batch Attack Lagoon") at a former TiO2 manufacturing site, Hawkins Point Plant in Baltimore, Maryland, operated by Cristal USA, Inc. from 1954 until 2011. We assumed responsibility for remediation of the Hawkins Point Plant when we acquired the TiO2 business of Cristal in April 2019. On December 21, 2022, we sold the Hawkins Point Plant to the Maryland Port Administration ("MPA"), a state agency controlled by the Maryland Department of Transportation. Pursuant to the terms of the transaction, MPA became the lead party in developing and implementing appropriate measures to address, treat, control, and mitigate the environmental conditions at the property under the regulatory oversight of the Maryland Department of the Environment ("MDE"). Under MPA ownership, the Hawkins Point Plant will be utilized for storage and beneficial reuse of dredged material from the Port of Baltimore. In exchange for transferring ownership of the site to MPA, Tronox has agreed to make scheduled, annual payments to MPA which together with scheduled, annual contributions from MPA will be used to remediate the property. The sale of the property to MPA did not have a material impact to the Consolidated Statement of Operations. As of June 30, 2026, we have a provision of $41 million, of which $26 million and $15 million are included in "Environmental liabilities" and "Accrued Liabilities", respectively, in our Condensed Consolidated Balance Sheet for the Hawkins Point Plant consistent with the accounting policy described above.

Other Matters-We are subject to a number of other lawsuits, investigations and disputes (some of which involve substantial amounts claimed) arising out of the conduct of our business, including matters relating to commercial transactions, prior acquisitions and divestitures, including our acquisition of Cristal, employee benefit plans, intellectual property, and environmental, health and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments of outcomes in these matters, as well as potential ranges of possible losses (taking into consideration any insurance recoveries), based on a careful analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Included in these other matters is the following:

On September 3, 2025, a putative class action was filed in the U.S. District Court for the District of Connecticut against the Company and certain individual defendants. On January 22, 2026, the court appointed a lead plaintiff for the putative class. An amended complaint was filed on April 7, 2026. The amended complaint alleges that defendants violated the U.S. federal securities laws by making false and misleading statements in public filings and other public statements during the period from May 1, 2025 through July 30, 2025 with respect to the Company's financial outlook, demand for its pigment products, and competition in the European market. The case is in its early stages. No specific amount of damages has been alleged. On June 8, 2026, defendants filed a motion to dismiss the amended complaint. The Company and the individual defendants intend to defend themselves vigorously against this lawsuit.

1. Accumulated Other Comprehensive Loss Attributable to Tronox Holdings plc and Other Equity Items

   The tables below present changes in accumulated other comprehensive loss by component for the three months ended June 30, 2026 and 2025.

   Unrealized

   Cumulative Translation Adjustment

   Pension Liability Adjustment

   Gains (Losses) on

   Hedges Total

   Balance, April 1, 2026	$ (655)	$	(84)	$	(2)	$ (741)
   Other comprehensive income	35		-		12	47
   Balance, June 30, 2026	$ (620)	$	(84)	$	10	$ (694)

   28

   Unrealized

   	Cumulative Translation Adjustment	Pension Liability Adjustment	Gains (Losses) on Hedges	Total
   Balance, April 1, 2025	$ (752) $	(84) $	(6)	$ (842)
   Other comprehensive income	66	-	6	72
   Amounts reclassified from accumulated other comprehensive loss	-	1	-	1
   Balance, June 30, 2025	$ (686) $	(83) $	-	$ (769)

   The tables below present changes in accumulated other comprehensive loss by component for the six months ended June 30, 2026 and 2025.

   Cumulative Translation Adjustment

   Pension Liability Adjustment

   Unrealized Gains (Losses) on

   Hedges Total

   alance, January 1, 2026	$ (627)	$	(83)	$	(7)	$ (717)
   Other comprehensive income (loss)	7		(2)		17	22
   Amounts reclassified from accumulated other comprehensive loss	-		1		-	1
   alance, June 30, 2026	$ (620)	$	(84)	$	10	$ (694)

   Unrealized

   	Cumulative Translation Adjustment	Pension Liability Adjustment	Gains (Losses) on Hedges	Total
   Balance, January 1, 2025	$ (801) $	(84) $		5 $ (880)
   Other comprehensive income (loss)	115	-		(5) 110
   Amounts reclassified from accumulated other comprehensive loss	-	1		- 1
   Balance, June 30, 2025	$ (686) $	(83) $		- $ (769)
   Repurchase of Common Stock

   On February 21, 2024, in connection with the expiration in February 2024 of the Company's previous share repurchase program, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's stock through February 21, 2027. During the six months ended June 30, 2026, we made no repurchases of the Company's stock.

   29

2. Share-Based Compensation

   Tronox Holdings plc Amended and Restated Management Equity Incentive Plan

   Tronox Holdings plc has adopted a management equity incentive plan named the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan which, amongst other things, permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board of Directors (the "Board") in its discretion deems appropriate, including any combination of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was 20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020, further increased by 3,200,000 on the affirmative vote of our shareholders on May 8, 2024, and further increased by 2,600,000 on the affirmative vote of our shareholders on April 28, 2026.

   Restricted Share Units ("RSUs")

   2026 Grant - During the six months ended June 30, 2026, the Company granted both time-based and performance-based awards to certain members of management. A total of 1,516,562 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2029. A total of 109,830 of time-based awards were granted to non-employee members of the Board which will vest in April 2027. A total of 1,454,552 of performance-based awards were granted, of which 727,276 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 727,276 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2029 based on the actual 2028 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $14.78. The following weighted average assumptions were utilized to value the TSR grants:

   	2026
   Dividend yield		- %
   Expected historical volatility		66.0 %
   Risk free interest rate		3.55 %
   Expected life (in years)		3

   The unrecognized compensation cost associated with all unvested awards at June 30, 2026 was $41 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.2 years.

   During the three months ended June 30, 2026 and 2025, we recorded $5 million and $4 million, respectively, of stock compensation expense. During the six months ended June 30, 2026 and 2025, we recorded $11 million and $9 million, respectively, of stock compensation expense.

   30

3. Pension and Other Postretirement Healthcare Benefits

   The components of net periodic cost associated with our U.S. and foreign pension plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

   Pensions Pensions

   Three Months Ended June 30, Six Months Ended June 30,

   		2026				2025				2026				2025
   Net periodic cost:
   Service cost	$		1		$		1		$		2		$		2
   Interest cost			4				4				8				8
   Expected return on plan assets			(4)				(5)				(8)				(10)
   Net amortization of actuarial loss and prior service
   credit		1				-				1				1
   Total net periodic cost	$	2		$		- $				3		$		1

   The components of net periodic cost associated with our postretirement healthcare plans recognized in the unaudited Condensed Consolidated Statements of Operations were as follows:

   Other Postretirement Benefit Plans Other Postretirement Benefit Plans Three Months Ended June 30, Six Months Ended June 30,

   2026 2025 2026 2025

   Net periodic cost:

   Interest cost $ 1 $ 1 $ 1 $ 1

   Total net periodic cost $ 1 $ 1 $ 1 $ 1

   During the six months ended June 30, 2026, the Company made contributions to its pension plans of $5 million. The Company expects to make approximately

   $5 million of pension contributions for the remainder of 2026.

   For the three months ended June 30, 2026 and 2025, we contributed $1 million and $1 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in "Cost of goods sold" in the unaudited Condensed Consolidated Statement of Operations. For the six months ended June 30, 2026 and 2025, we contributed $1 million and $2 million, respectively, to the Netherlands Multiemployer Plan, which was primarily recognized in "Cost of goods sold" in the unaudited Condensed Consolidated Statement of Operations.

4. Related Parties

   Tasnee / Cristal

   At June 30, 2026, Cristal International Holdings B.V. (formerly known as Cristal Inorganic Chemical Netherlands Cooperatief W.A.), a subsidiary of Tasnee, owned 37,580,000 shares of Tronox, or a 24% ownership interest.

   On May 9, 2018, we entered into an Option Agreement with AMIC which is owned equally by Tasnee and Cristal. Under the terms of the Option Agreement, AMIC granted us an option (the "Option") to acquire 90% of a special purpose vehicle (the "SPV"), to which AMIC's ownership in a titanium slag smelter facility (the "Slagger") in The Jazan City for Primary and Downstream Industries in KSA was contributed together with $322 million of AMIC indebtedness (the "AMIC Debt").

   31

   Pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses to facilitate the start-up of the Slagger (the "Tronox Loans").

   On May 13, 2020, May 23, 2023 and February 21, 2024, we amended the Option Agreement with AMIC (the "First Amendment", the "Second Amendment", and the "Third Amendment", respectively, and collectively, the "Amendments") to establish a definitive period during which Tronox and AMIC would discuss whether or not Tronox may acquire the Slagger (the "Renegotiation Period"). In the Third Amendment, we extended the Renegotiation Period until December 31, 2024. Until that date, 65% of all chloride slag produced by the Slagger was delivered to Tronox as repayment in-kind of the Tronox Loans. The chloride slag was valued based on a widely published index for feedstock less a nominal discount (the "Slag Price"). Tronox purchased the remaining 35% of the chloride slag produced by the Slagger in cash at the Slag Price.

   The Renegotiation Period expired on December 31, 2024 without any agreement on whether Tronox would acquire the Slagger. Then on February 11, 2025, we entered into a letter agreement with AMIC and its wholly owned subsidiary, Advanced Smelting Industries Co. Ltd. ("ASIC") pursuant to which all provisions of the Option Agreement and all related letter agreements were extinguished. This included the parties' respective rights and obligations in and to the Option Agreement, related letter agreements and any claims arising thereunder except for AMIC's obligation to repay the remaining Tronox Loans balance and all related interest accrued. Such final cash repayment occurred in February 2025. The parties also agreed that through December 31, 2026, Tronox will purchase certain quantities of Slag from ASIC based on the Slag Price.

   The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our unaudited Condensed Consolidated Statement of Operations:

   Three Months Ended June 30,

   Six Months Ended June 30,

   	2026		2025			2026		2025
   Settled as in-kind repayment of Tronox Loans	$	-	$	-		$	-	$	10
   Settled in cash		7		14			14		20
   Total chloride slag purchases	$	7	$	14		$	14	$	30

   The following table shows the amounts due to ASIC at period-end regarding feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our unaudited Condensed Consolidated Balance Sheet:

   June 30, 2026 December 31, 2025

   Amount due for slag purchases $ 4 $ 3

   On December 29, 2019, we entered into an agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produces metal grade TiCl4 ("MGT"). Consideration for the acquisition is the assumption by Tronox of a $36 million note payable to Cristal (the "MGT Loan"). MGT is used at a titanium "sponge" plant facility, 65% of the ownership interests of which are held by Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd ("ATTM"), a joint venture between AMIC and Toho Titanium Company Ltd. ATTM uses the TiCl4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal.

   On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar amount per metric ton quantity of MGT delivered by us to ATTM over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and we will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately one and two years from June 30, 2026, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. The note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the unaudited Condensed Consolidated Balance Sheet.

   32

   	June 30, 2026			December 31, 2025
   Note payable, due within 1 year	$	8	$		8
   Note payable, due longer than 1 year from now		2			5
   Total outstanding note payable	$	10	$		13

   Amounts regarding loan repayments for the MGT Loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within "Net sales," are shown below:

   Three Months Ended June 30,

   Six Months Ended June 30,

   2026 2025 2026 2025

   Interest expense	$ -	$ 1	$ -	$ 1
   Loan Repayment via MGT delivered to ATTM	$ 2	$ 1	$ 3	$ 3

   As a result of these transactions we have entered into related to the MGT assets, Tronox purchases chlorine gas from ATTM for use in the production of MGT and such transactions are reflected as follows:

   Three Months Ended June 30,

   Six Months Ended June 30,

   2026

   2025

   2026

   2025

   Purchases of chlorine gas $ 2 $ 2 $ 4 $ 4

   These purchases are subsequently recorded within "Cost of goods sold" on the unaudited Condensed Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within "Accrued liabilities" on the unaudited Condensed Consolidated Balance Sheet.

   June 30, 2026 December 31, 2025

   Amount due related to purchases of chlorine gas $ 2 $ 1

   As Tronox delivers MGT product to ATTM, amounts are recorded within "Net sales" on the unaudited Condensed Consolidated Statement of Operations, as shown below:

   Three Months Ended June 30,

   Six Months Ended June 30,

   2026

   2025

   2026

   2025

   MGT sales made to ATTM as product is delivered $ 13 $ 13 $ 25 $ 29

   Amounts related to MGT deliveries that are outstanding at period end are recorded in "Prepaid and other assets" on the unaudited Condensed Consolidated Balance Sheet, as shown below:

   June 30, 2026 December 31, 2025

   Due from ATTM for MGT deliveries $ 11 $ 5

5. Segment Information

   We operate our business under one operating segment, Tronox, which is also our reportable segment. The Tronox segment produces feedstock materials that can be processed into TiO2 used in certain specialty applications. Tronox derives revenue across the world and it manages the business activities on a consolidated basis. The accounting policies of Tronox are the same as those of the consolidated company. The Company's chief operating decision maker ("CODM"), who is the CEO, reviews financial information presented at the consolidated level and decides how to allocate resources based on financial metrics, including net income. In addition to these financial metrics, the CODM also reviews monthly production figures along with future global sales demand forecasts to make decisions about ongoing production levels and how to allocate resources.

   Net income, other financial metrics, production costs and sales forecasts are used to monitor budget versus actual results. As noted above, the CODM also determines how to allocate resources through his review of monthly production / manufacturing

   33

   ‌costs. Significant segment expenses, other than those disclosed in the Condensed Consolidated Statements of Operations, are as follows:

   Three Months Ended June 30,

   Six Months Ended June 30,

   	2026	2025		2026	2025
   Net Sales	$ 868	$ 731		$ 1,628	$ 1,469
   Idle facility and lower of costs or net realizable value charges (a)	62	25		100	50
   Other cost of goods (b)	751	627		1,429	1,241
   Gross Profit	$ 55	$ 79		$ 99	$ 178

   1. Represents expenses during the period related to idle facility charges associated with production levels as well as charges related to reducing inventory to net realizable value when lower than production cost.

   2. Represents all other production related costs associated with cost of goods sold during the respective periods including salaries, ore costs, electricity, process chemicals, maintenance and other.

      34

      Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

      The following discussion should be read in conjunction with Tronox Holdings plc's unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and other sections in this Quarterly Report on Form 10-Q contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, and actual results could differ materially from those discussed in the forward-looking statements as a result of numerous factors. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements also can be identified by words such as "future", "anticipates", "believes", "estimates", "expects", "intends", "plans", "predicts", "will", "would", "could", "can", "may", and similar terms.

      This Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of earnings before interest, taxes, depreciation and amortization ("EBITDA"), Adjusted EBITDA, Adjusted EBITDA as a % of net sales, Adjusted net loss attributable to Tronox, Diluted adjusted net loss per share attributable to Tronox and net debt to trailing twelve months Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). We are presenting these non-U.S. GAAP financial measures because we believe they provide us and readers of this Form 10-Q with additional insight into our operational performance relative to earlier periods and relative to our competitors. We do not intend for these non-U.S. GAAP financial measures to be a substitute for any U.S. GAAP financial information. Readers of these statements should use these non-U.S. GAAP financial measures only in conjunction with the comparable U.S. GAAP financial measures. A reconciliation of net loss to EBITDA and Adjusted EBITDA is also provided herein.

      Overview

      Tronox Holdings plc (referred to herein as "Tronox", the "Company", "we", "us", or "our") operates titanium-bearing mineral sand mines and beneficiation operations in Australia and South Africa to produce feedstock materials that can be processed into TiO2 for pigment, high purity titanium chemicals, including titanium tetrachloride, and Ultrafine© titanium dioxide used in certain specialty applications. Our strategy is to be vertically integrated and produce enough feedstock materials to be as self-sufficient as possible in the production of TiO2 at our seven TiO2 pigment facilities located in the United States, Australia, Brazil, UK, France, and the Kingdom of Saudi Arabia ("KSA"). We believe that vertical integration is the best way to achieve our ultimate goal of delivering low cost, high-quality pigment to our coatings and other TiO2 customers throughout the world. The mining, beneficiation and smelting of titanium bearing mineral sands creates meaningful quantities of zircon, pig iron and the rare-earth bearing mineral, monazite, which we also supply to customers around the world.

      We are a public limited company listed on the New York Stock Exchange and are registered under the laws of England and Wales.

      Business Environment

      The following discussion includes trends and factors that may affect future operating results:

      Second quarter revenue increased 19% compared to the prior year, primarily driven by higher sales volumes of TiO2 and zircon and favorable exchange rate impacts partially offset by lower average selling prices of zircon including mix. For the second quarter of 2026 as compared to the second quarter of 2025, TiO2 revenue increased 19% driven by a 18% increase in sales volumes and 1% exchange rate tailwind while average selling prices including mix remained flat.

      Zircon revenue increased 43% from the second quarter of 2025 to the second quarter of 2026 due to a 61% increase in sales volumes partially offset by a 18% decline in average selling prices including mix. Revenue from other products decreased 7% from the second quarter of 2025 to the second quarter of 2026 primarily due to lower sales volumes. Gross profit decreased for the second quarter of 2026 as compared to the second quarter of 2025 due to exchange rate headwinds, lower average selling prices including mix, higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs. This was partially offset by higher sales volumes.

      Sequentially, revenue increased 14% in the second quarter of 2026 compared to the first quarter of 2026 due to higher average selling prices, including mix and higher sales volumes of TiO2 and zircon. TiO2 revenues increased 14%, driven by a 9% increase in sales volume and a 5% increase in average selling prices including mix. Zircon revenue increased 9%

      35

      sequentially driven by a 4% increase in sales volumes and a 5% increase in average selling prices, including mix. Revenue from other products increased by 29% from the first quarter of 2026 to the second quarter of 2026 primarily due to higher sales volumes of pig iron. Gross profit increased from the first quarter of 2026 to the second quarter of 2026 due to higher TiO2 and zircon average selling prices including mix, and higher sales volumes partially offset by higher production costs from unfavorable idle facility and lower of cost or market charges, unfavorable exchange rate impacts, and higher freight costs.

      As of June 30, 2026, our total available liquidity was $527 million, including $194 million in cash and cash equivalents and $333 million available under revolving credit agreements. As of June 30, 2026, our total debt was $3.2 billion and net debt to trailing-twelve month Adjusted EBITDA was 11.4x. The Company has no financial covenants on its term loan or bonds and only one springing financial covenant on its Cash Flow Revolver. Refer to Note 13 of notes to condensed consolidated financial statements for further details.

      Condensed Consolidated Results of Operations

      Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025

      Three Months Ended June 30,

      	2026		2025	Variance
      Net sales	$ 868		$ 731	$ 137
      Cost of goods sold	813		652	161
      Gross profit	55		79	(24)
      Gross Margin	6.3 %		10.8 %	(4.5) pts
      Restructuring and other charges	4		42	(38)
      Selling, general and administrative expenses	72		72	-
      Loss from operations	(21)		(35)	14
      Interest expense	(56)		(45)	(11)
      Interest income	-		1	(1)
      Other income (expense), net	10		(2)	12
      Loss before income taxes	(67)		(81)	14
      Income tax provision	(106)		(4)	(102)
      Net loss	$ (173)		$ (85)	$ (88)
      Effective tax rate	(158)%		(5)%
      EBITDA (1)	$ 65		$ 37	$ 28
      Adjusted EBITDA (1)	$ 73		$ 93	$ (20)
      Net loss as a % of Net Sales (1)	(19.9)%		(11.6)%	(8.3) pts
      Adjusted EBITDA as % of Net Sales (1)	8.4 %		12.7 %	(4.3) pts

      1. EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the "Non-U.S. GAAP Financial Measures" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.

Net sales of $868 million for the three months ended June 30, 2026 increased by 19%, compared to $731 million for the same period in 2025. The increase is primarily due to higher sales volumes of TiO2 and zircon.

36

Net sales by type of product for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

For the three months ended June 30, 2026, TiO2 revenue was higher by 19% or $113 million compared to the prior year quarter primarily due to an increase of

$106 million in sales volumes whereas average selling prices, including mix remained flat. Foreign currency positively impacted TiO2 revenue by $7 million primarily due to the strengthening of the Euro. Zircon revenue increased $29 million primarily due to a 61% increase in sales volumes partially offset by a 18% decrease in average selling prices including mix. Other products revenue decreased $5 million from the year-ago quarter primarily due to a decrease in sales volumes.

Gross profit of $55 million was 6.3% of net sales compared to 10.8% of net sales in the year-ago quarter. The decrease in gross margin is primarily due to:

• the unfavorable impact of 2 points primarily due to a decrease in average selling prices including mix,

• the net unfavorable impact of 3 points due to higher production costs, including unfavorable idle facility and lower of costs or market charges, and higher freight costs and,

• the unfavorable impact of 3 points due to changes in foreign currency exchanges rates, primarily as a result of the South Africa Rand and Australian dollar, partially offset by

• the favorable impact of 3 points due to increased volumes of TiO2 and zircon.

Restructuring and other charges of $4 million for the three months ended June 30, 2026 was related to both the Botlek and Fuzhou plant closures. Refer to Note 2 in notes to condensed consolidated financial statements for further details.

Selling, general and administrative expenses remained consistent as compared to the same period of 2025 which was primarily due to a $6 million increase in employee costs partially offset by a $4 million decrease in amortization expense due to certain intangible assets which have been fully amortized and a $2 million decrease in professional services.

Loss from operations for the three months ended June 30, 2026 was $21 million compared to $35 million in the prior year period. The decrease of $14 million was primarily due to higher sales volumes of TiO2 and Zircon and the decrease in restructuring and other charges partially offset by lower selling prices of Zircon and higher idle facility and lower of costs or net realizable value charges as discussed above.

Interest expense increased $11 million compared to the same period of 2025 primarily due to the increase in outstanding long-term debt balances period over period.

Other income (expense), net for the three months ended June 30, 2026 primarily consisted of the $20 million gain on sale of Fuzhou (refer to Note 2 in notes to condensed consolidated financial statements for further details) partially offset by approximately $7 million of net realized and unrealized foreign currency losses, $4 million of fees associated with the utilization of the Securitization Facility and $1 million pension expense related to pension related interest costs and amortization of actuarial gains/losses offset by expected return on plan assets. The remaining amount was driven by other individually immaterial amounts.

We continue to maintain full valuation allowances related to the total net deferred tax assets in Australia, Brazil, the Netherlands and the United Kingdom. The provisions for income taxes associated with these jurisdictions include no tax benefits with respect to losses incurred and tax expense only to the extent of current tax payments. Additionally, we have valuation allowances against other specific tax assets.

37

The effective tax rate was (158)% and (5)% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates for the three months ended June 30, 2026 and 2025 are impacted by a variety of factors including income and losses in jurisdictions with valuation allowances, non-taxable income and expense items, prior year accruals, and our jurisdictional mix of income at tax rates different than the U.K. statutory rate. The effective tax rate for the three months ended June 30, 2026 was significantly impacted by the $103 million deferred tax expense from the recording of additional state valuation allowances in the US.

Net loss as a % of net sales was 19.9% for the three months ended June 30, 2026 as compared to net loss as a % of net sales of 11.6% for the prior year period. The primary driver of the period over period increase is the deferred tax expense from the recording of additional state valuation allowances in the US, lower average selling prices of zircon and higher interest expense partially offset by an increase in sales volumes of TiO2 and Zircon and a decrease in restructuring expense. Adjusted EBITDA as a percentage of net sales was 8.4% for the three months ended June 30, 2026 as compared to 12.7% for the prior year primarily due to the lower gross margin as a result of decreases in average selling prices of zircon and higher lower of cost or market and idle facility charges partially offset by an increase in TiO2 and zircon sales volumes as discussed above.

Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025

Six Months Ended June 30,

2026 2025 Variance

(1) EBITDA, Adjusted EBITDA and Adjusted EBITDA as % of Net Sales are Non-U.S. GAAP financial measures. Please refer to the "Non-U.S. GAAP Financial Measures" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of these measures and a reconciliation of these measures to Net loss.

Net sales of $1,628 million for the six months ended June 30, 2026 increased by 11% compared to $1,469 million for the same period in 2025. The increase is primarily due to increases in sales volumes of both TiO2 and zircon.

38