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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 1 Fourth Quarter and Full Year 2025 Conference Call Tronox Holdings plc February 19, 2026
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 2 Presenters Chief Executive Officer John Romano John Srivisal Senior Vice President, Chief Financial Officer
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 Safe Harbor Statement and Non-U.S. GAAP Financial Terms 3 Cautionary Statement about Forward-Looking Statements Statements in this presentation that are not historical are forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward- looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial perf ormance, our operating rates, anticipated trends in our business and industry, including trade defense measures in specific jurisdictions and their timing and effectiveness, market penetration and growth rates, anticipated costs, competitive landscape, benefits and timing of capital projects, the Company's anticipated capital allocation strategy including future capital expenditures, the benefits and timing of the C ompany’s cost improvement and other cost saving, inventory reduction and asset rationalization plans, our rare earths and critical minerals strategy and our sustainability goals, commitments and programs. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, actual costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset rationalization plans, or achievements to differ materially from the results, level of activity, performance, anticipated costs, benefits and timing of capital projects, or the cost improvement plan and other cost saving, inventory reduction and asset rationalization plans, or achievements expressed or implie d by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade, including import/export r estrictions and tariffs; inflationary pressures and energy costs; currency movements; interest rate and debt market volatility, including in respect of our debt securities; political instability, including the ongoing conflicts in Eastern Europe and the Middle East and any expansion of such conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of fact ors, may cause actual results to differ materially from those contained in any forward- looking statements. Although we believe the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee future results, level of activity, performance, synergies or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward- looking statements. You should not rely upon forward- looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward- looking statements, whether because of new information or future developments. Use of Non-GAAP Information To provide investors and others with additional information regarding the financial results of Tronox Holdings plc, we have disclosed in this presentation certain non- U.S. GAAP operating performance measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income attributable to Tronox, including its presentation on a per share basis, a non-U.S. GAAP liquidity measure of Free Cash Flow and net leverage ratio on a trailing twelve-month basis. These non-U.S. GAAP financial measures are a supplement to and not a substitute for or superior to, the Company's results presented in accordance with U.S. GAAP. The non-U.S. GAAP financial measures presented by the Company may be different from non- U.S. GAAP financial measures presented by other companies. Specifically, the Company believes the non- U.S. GAAP information provides useful measures to investors regarding the Company's financial and operational performance by excluding certain costs and expenses that the Company believes are not indicative of its core operating results. The presentation of these non- U.S. GAAP financial measures is not meant to be considered in isolation or as a substitute for results or guidance prepared and presented in accordance with U.S. GAAP. A reconciliation of the non-U.S. GAAP financial measures to U.S. GAAP results is included herein. For the Company's guidance with respect to first quarter 2026 Adjusted EBITDA and 2026 full year free cash flow, the Company is not able to provide without unreasonable effort the most directly comparable GAAP financi al measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company's control or cannot be reasonably predicted.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 4 2025 in Review • Delivered best safety performance in over a decade • Exceeded Q4 volume expectations: highest TiO2 and zircon volume quarter for the year • Captured commercial benefits from antidumping measures in protected markets • Announced pricing increases for TiO2 in Q4 and zircon in Q1 • Executed disciplined actions to drive cash flow and improve long-term cost position – Delivered stronger-than-expected Q4 free cash flow – Completed $400M senior secured notes issuance – Took decisive action to close two pigment plants to improve long-term cost position – Advanced cost-improvement program toward $125–$175M run-rate savings by end of 2026 through delivery of over $90M in run-rate savings at exit of 2025 • Commenced mining at Fairbreeze and began commissioning of East OFS in South Africa • Progressed rare earths strategy, including potential financing for cracking and leaching facility in Australia; continuing to evaluate adding refining capacity to the value chain Enhanced focus on cash and disciplined execution
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 2025 2024 YoY % ∆ Revenue $ 2,898 $ 3,074 (6)% (Loss) Income from Operations $(253) $ 219 n/m Net (Loss) Attributable to Tronox $(470) $(48) n/m GAAP Diluted (Loss) per share $(2.97) $(0.31) n/m Adjusted Diluted (Loss) per share $(1.50) $(0.08) n/m Adjusted EBITDA $ 336 $ 564 (40)% Adj. EBITDA Margin % 11.6% 18.3% (670)bps Free Cash Flow $(281) $(70) n/m 5 Full Year 2025 Financial Highlights • Revenue decrease driven by lower price, unfavorable mix impacts, and lower volumes for both TiO2 and zircon • Loss from operations of $253M; Net Loss attributable to Tronox of $470M including $233M of restructuring and other charges, primarily related to the closures of Botlek and Fuzhou • Tax expense of $15M primarily driven by not recognizing tax benefits in jurisdictions with losses. • Adjusted diluted loss per share of $1.50 • Adjusted EBITDA of $336M; Adjusted EBITDA margin of 11.6% • Capital expenditures of $341M • Free cash flow use of $281M Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 6 Commercial Performance Stronger than expected volumes across TiO2 and zircon Volume • TiO2 volumes increased 9% QoQ and 13% YoY – Volume gains in India, Latin America, and Middle East driven by antidumping measures; Seasonal declines in North America and Europe were in-line with expectations • Zircon volumes increased 42% QoQ and 27% YoY – Higher volumes in China due to customer restocking and resuming more normal buying patterns • Sales of other products decreased QoQ driven by higher sales of heavy mineral concentrate tailings in Q3 Price/Mix • TiO2 and zircon pricing declines as anticipated, with mix contributing incremental headwinds Currency • EUR movements drove tailwinds YoY YoY: Q4’25 vs Q4’24 Revenue QoQ: Q4’25 vs Q3’25 Revenue $92 $20 $58 $676 $730 Q4 2024 Price/Mix Volume Currency Q4 2025 $56 $1 $26 $699 $730 Q3 2025 Price/Mix Volume Currency Q4 2025 Q4’25 Q4’24 YoY % ∆ Q3’25 QoQ % ∆ Revenue $ 730 $ 676 8% $ 699 4% TiO2 577 533 8% 550 5% Zircon 78 75 4% 59 32% Other Products 75 68 10% 90 (17)% YoY % ∆ QoQ % ∆ Volume Price/Mix FX Volume Price/Mix FX TiO2 13% (8)% 3% 9% (4)% 0% Zircon 27% (23)% - 42% (10)% - Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 7 Operational Performance Prioritization of actions to manage inventory Production Costs • YoY: Unfavorable lower of cost or market (LCM) and idle facility adjustments of $17M and higher operating costs of $22M, primarily due to unfavorable absorption impacts and extended downtime at Stallingborough, partially offset by savings from the cost improvement program • QoQ: Sold lower cost tons and realized net favorable LCM and idle facility charges, partially offset by extended downtime at Stallingborough Freight • YoY: Unfavorable due to repositioning of inventory due to closure of Botlek and higher freight costs Currency • YoY: Tailwind driven by favorable EUR impacts to revenue; partially offset by unfavorable EUR, GBP, BRL, and ZAR impacts to COGS Q4 ’25 Q4 ’24 YoY % ∆ Q3 ’25 QoQ % ∆ Adjusted EBITDA $ 57 $ 129 (56)% $ 74 (23)% Adjusted EBITDA margin 7.8% 19.1% (1130)bps 10.6% (280)bps $26 $2 $1 $58 $4 $39 $129 $57 Q4 2024 Price/Mix Volume FX Freight Production Costs Other Q4 2025 YoY: Q4’25 vs Q4’24 Adjusted EBITDA QoQ: Q4’25 vs Q3’25 Adjusted EBITDA $2 $2 $4 $1 $26 $- $74 $57 Q3 2025 Price/Mix Volume FX Freight Production Costs Other Q4 2025 Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 8 Liquidity, Capital Expenditures & Cash Flow Actively managing balance sheet and enhancing liquidity • Total debt of $3.2B as of December 31, 2025; 9.0x net leverage on TTM basis – Q4 2025 weighted average interest rate of 6.01% – Maintain interest rate swaps such that ~77% of our interest rates are fixed through 2028 – Ample liquidity and do not expect to trigger the springing covenant on US Cash Flow Revolver • Total available liquidity of $674M as of December 31, 2025 – Includes $199M in cash and cash equivalents – Cash is well distributed across regions – no trapped cash • Working Capital use of ~$26M (excluding $76M of restructuring payments) for FY 2025 – Above expectations with working capital source of $133M in Q4 2025 (excluding $19M of restructuring payments) driven by targeted working capital initiatives including reducing inventory levels • Invested $341M in the business in CapEx in FY 2025 – ~60% in maintenance & safety capital – ~40% almost exclusively in mining extensions • Returned $48M to shareholders in the form of dividend payments in FY 2025 Note: All figures are US$ in millions unless otherwise noted. See appendix reconciliations for non- GAAP financial measures. 731 887 1,075 400 57 2026 2027 2028 2029 2030 2031 2024 Term Loan 2024-B Term Loan 4.625% Sr Notes 9.125% Sr Notes RMB TL Facility Note: Excludes finance leases of $39M, MGT Loan of $13M and Australian Government Loan of $2M. Debt Maturity Schedule as of December 31, 2025
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 9 2026 Capital Allocation Priorities Investing to maintain our assets, vertical integration advantage, and projects critical to furthering our strategy Preserving liquidity Maintaining dividend aligned with current macroenvironment As the market recovers, resume debt paydown – targeting long-term net leverage ratio of <3.0x Prioritizing cash to ensure financial flexibility • Closure of Botlek facility and Fuzhou reduces costs & inventory • Pull forward of maintenance and temporary idling of select mining and upgrading assets • Executing on Sustainable Cost Improvement Program • Deploying targeted commercial initiatives • Reduced capital expenditures • Reduced dividend by 60% Actions Taken
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 Free Cash Flow Commentary • Expect to generate positive free cash flow • Targeted actions to drive positive working capital • Cash interest increased to reflect updated balance sheet • Cash taxes will be minimal as capital expenditures for mining expansion projects in South Africa are deductible expenses • Reduced CapEx by ~$80M versus 2025 10 2026 Outlook Q1 ’25A Q4 ’25E Q1 ’26E TiO2 Volume QoQ / YoY 12% / (1%) 9% / 13% Relatively flat QoQ & YoY Zircon Volume QoQ / YoY (6%) / (15%) 42% / 27% Relatively flat QoQ Adjusted EBITDA $112M $57M $55-65M Note: See appendix reconciliations for non-GAAP financial measures. For the Company's guidance with respect to first quarter 2026 Adjusted EBITDA and 2026 full year free cash flow , we are not able to provide without unreasonable effort the most directly comparable GAAP financial measure, or reconciliation to such GAAP financial measure, because certain items that impact such measures are uncertain, out of the Company's control or cannot be reasonably predicted. Full Year Uses of Cash FY 2026E Net Cash Interest Expense ~$185M Net Cash Taxes <$10M Working Capital >$100M Capital Expenditures ~$260M Dividends ~$32MQ1 2026 Commentary • Q1 TiO2 volumes relatively flat sequentially on the back of very strong Q4; Expect growth in all regions except Asia, predominantly influenced by India • Q1 zircon volumes expected to mirror the solid performance from Q4 • Expect sequential pricing increase for TiO2; Zircon pricing is expected to be relatively flat sequentially (price increase announced for Q2)
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 11 Focusing on the Controllables Commercial Approach Cost Structure Cash Generation • Antidumping measures implemented in European Union, Saudi Arabia, Brazil and India in 2025 • India duties currently stayed – anticipate favorable resolution in the coming weeks • Pricing at an inflection point for both TiO 2 & zircon • As the most geographically diverse TiO 2 producer, Tronox is well-positioned to capitalize on the opportunity created by rebalancing of the market • Sustainable cost improvement program expected to achieve high end of $125-$175M target on run-rate basis by end of 2026 • Headwind from absorption due to reduced asset utilization – will realize cost improvement as market recovers • Closure of two pigment plants enables improved cost structure with reduced overhead • Maintain disciplined capital allocation approach • In the near-term, capital expenditures expected to be in- line with the 2026 level • Expecting positive free cash flow in 2026 • Focused on building the foundation for a meaningful step-change in earnings potential
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 12 Progressing our Rare Earths Strategy Mining operations Chemical operations Hydro- and pyrometallurgy Tronox is currently mining monazite in Australia and South Africa Invested 5% equity stake in Lion Rock Minerals whose Minta Project has the potential to be a major source of quality monazite & rutile Tronox operates in both disciplines and counts more than 400 engineers, geologist, and metallurgist among ~5,700 employees Our global footprint provides flexibility to choose where along the value chain we can most effectively optimize our involvement Mining & Concentration Hyromet (Cracking & Leaching) Light & Heavy Rare Earth Separation Metals & Alloys Magnets Tronox’s areas of focus End-use applications: • Consumer electronics • Auto / EVs • Robotics • Offshore wind • Defense
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 13 Q&A Session
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 14 Appendix
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 15 Tronox – A Diversified, Vertically IntegratedTitanium Industry Leader • Vertically integrated mining and inorganic chemical company • Diverse, well-balanced global footprint aligned with our customer base • 7 pigment plants1, 6 mines, 5 upgrading facilities on 6 continents • Formed through a combination of strategic, transformational transactions – 2005 spin-off from Kerr-McGee Corporation – 2012 acquisition of mineral sands business of Exxaro Resources – April 2019 acquisition of the TiO2 business of The National Titanium Dioxide Company Limited of Saudi Arabia (“Cristal”) from Tasnee 1) Excludes Botlek and Fuzhou. 2) Sales split for FY2025. TROX NYSE $2.9B 2025 Revenue $336M 2025 Adj. EBITDA ~5,700 Global Employees ~1,200 Customers 40% 27% 26% 7% Sales by Region2 EMEA Asia Pacific North America Latin America 79% 10% 11% Sales by Product2 TiO2 Zircon Other Products 75% 20% 5% TiO2 Sales Volume by End Use Market2 Paints & Coatings Plastic Paper & Specialty
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 16 Fourth Quarter 2025 Financial Highlights • Revenue YoY increase driven by higher TiO2 and zircon volumes, partly offset by unfavorable pricing including mix • Loss from operations of $114M; Net loss attributable to Tronox of $176M including $80M of restructuring and other charges, primarily related to the closures of Botlek and Fuzhou • Tax benefit of $2M due to net loss for the quarter • Adjusted diluted loss per share of $0.60 • Adjusted EBITDA of $57M; Adjusted EBITDA margin of 7.8% • Capital expenditures of $68M • Free cash flow was a source of $53M Q4 ’25 Q4 ’24 YoY % ∆ Q3 ’25 QoQ % ∆ Revenue $ 730 $ 676 8% $ 699 4% (Loss) Income from Operations $(114) $ 48 n/m $(43) n/m Net Loss Attributable to Tronox $(176) $(30) n/m $(99) n/m GAAP Diluted Loss per share $(1.11) ($0.19) n/m $(0.63) n/m Adjusted Diluted (Loss) Income per share $(0.60) $0.03 n/m $(0.46) n/m Adjusted EBITDA $ 57 $ 129 (56)% $ 74 (23)% Adj. EBITDA Margin % 7.8% 19.1% (1130)bps 10.6% (280)bps Free Cash Flow $ 53 $(35) n/m $(137) n/m Note: All figures are US$ in millions unless otherwise noted. Comparisons are year -over-year unless otherwise stated. Bridge amounts may not add across due to rounding.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 17 Tronox Environmental Sustainability Targets 25% reduction ACHIEVE NET ZERO SCOPE 1 & 2 EMISSIONS BY 2050 20501 2030 2025 50% reduction NET ZERO Reduce Scope 1 and 2 GHG emissions intensity 20302 9% reduction REDUCE SCOPE 3 EMISSIONS IN OUR SUPPLY CHAIN 2025 16% reduction in upstream Scope 3 GHG emissions intensity 15% reduction ZERO WASTE TO EXTERNAL DEDICATED LANDFILLS 2050 2030 2025 25% reduction Zero Waste Reduce absolute waste to external dedicated landfills 1Versus 2019 baseline 2Versus 2021 baseline. Tronox added Scope 3 emissions intensity reduction goals in its 2022 report and will expand and refine thi s goal as we gain better understanding of our suppliers’ emissions and reduction plans 2025 was a milestone year for Tronox’s public sustainability targets Expect to exceed our targets on all 3 metrics
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 18 Consolidated Statements of Operations (U.S. GAAP) 2025 2024 2025 2024 Net sales $ 730 $ 676 $ 2,898 $ 3,074 Cost of goods sold 691 559 2,629 2,559 Gross profit 39 117 269 515 Restructuring and other charges 79 — 232 — Selling, general and administrative expenses 74 69 290 296 (Loss) Income from operations (114) 48 (253) 219 Interest expense (54) (41) (189) (167) Interest income 2 1 6 10 Loss on extinguishment of debt — — — (3) Other (expense) income, net (13) 7 (22) 14 (Loss) income before income taxes (179) 15 (458) 73 Income tax benefit (provision) 2 (45) (15) (127) Net loss (177) (30) (473) (54) Net loss attributable to noncontrolling interest (1) — (3) (6) Net loss attributable to Tronox Holdings plc $ (176) $ (30) $ (470) $ (48) Loss per share: Basic $ (1.11) $ (0.19) $ (2.97) $ (0.31) Diluted $ (1.11) $ (0.19) $ (2.97) $ (0.31) Weighted average shares outstanding, basic (in thousands) 158,617 158,038 158,484 157,819 Weighted average shares outstanding, diluted (in thousands) 158,617 158,038 158,484 157,819 Other Operating Data: Capital expenditures 68 117 341 370 Depreciation, depletion and amortization expense 82 71 302 285 TRONOX HOLDINGS PLC CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars, except share and per share data) Three Months Ended December 31, Year Ended December 31,
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 19 Reconciliation of Non-U.S. GAAP Financial Measures 2025 2024 2025 2024 Net loss attributable to Tronox Holdings plc (U.S. GAAP) $ (176) $ (30) $ (470) $ (48) Restructuring and other charges (a) 79 — 228 — Loss on extinguishment of debt (b) — — — 3 Sale of royalty interest (c) — — — (21) Other (d) 1 1 5 5 Tax valuation allowance (e) — 33 — 49 Adjusted net (loss) income attributable to Tronox Holdings plc (non-U.S. GAAP) (1)(2) $ (96) $ 4 $ (237) $ (12) Diluted net loss per share (U.S. GAAP) $ (1.11) $ (0.19) $ (2.97) $ (0.31) Restructuring and other charges, per share 0.50 — 1.44 — Loss on extinguishment of debt, per share — — — 0.02 Sale of royalty interest, per share — — — (0.13) Other, per share 0.01 0.01 0.03 0.03 Tax valuation allowance, per share — 0.21 — 0.31 Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc (non-U.S. GAAP) (2) $ (0.60) $ 0.03 $ (1.50) $ (0.08) Weighted average shares outstanding, diluted (in thousands) 158,617 158,262 158,484 157,819 (a) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures. (d) Represents other activity not representative of the ongoing operations of the Company. (e) 2024 amount represents the establishment of a full valuation allowance against the deferred tax assets within our Brazilian and Netherlands jurisdictions. (1) Only the sale of royalty interest, restructuring and other charges amount and certain other items have been tax impacted. No income tax impacts have been given to other items as they were recorded in jurisdictions with full valuation allowances. TRONOX HOLDINGS PLC Year Ended December 31,Three Months Ended December 31, (b) Represents the loss in connection with the refinancing of the Term Loan Facility in the U.S. (c) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Consolidated Statements of Operations. RECONCILIATION OF NET LOSS ATTRIBUTABLE TO TRONOX HOLDINGS PLC (U.S. GAAP) TO ADJUSTED NET (LOSS) INCOME ATTRIBUTABLE TO TRONOX HOLDINGS PLC (NON-U.S. GAAP) (Millions of U.S. dollars, except share and per share data) (UNAUDITED) RECONCILIATION OF NON-U.S. GAAP FINANCIAL MEASURES (2) Diluted adjusted net (loss) income per share attributable to Tronox Holdings plc was calculated from exact, not rounded Adjusted net income attributable to Tronox Holdings plc and share information.
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 20 Consolidated Balance Sheets December 31, 2025 December 31, 2024 ASSETS Curre nt Asse ts Cash and cash equivalents $ 199 $ 151 Restricted cash 12 1 Accounts receivable (net of allowance of $1 in 2025 and $1 in 2024) 289 266 Inventories, net 1,652 1,551 Prepaid and other assets 112 184 Income taxes receivable 1 2 Total current assets 2,265 2,155 Noncurrent Assets Property, plant and equipment, net 2,007 1,927 Mineral leaseholds, net 608 616 Intangible assets, net 214 244 Lease right of use assets, net 173 140 Deferred tax assets 833 830 Other long-term assets 117 126 Total as s ets $ 6,217 $ 6,038 LIABILITIES AND EQUITY Current Liabilities Accounts payable $ 481 $ 499 Accrued liabilities 274 247 Short-term lease liabilities 22 24 Obligations under inventory financing arrangement 50 — Short-term debt 51 65 Long-term debt due within one year 39 35 Income taxes payable 2 4 Total current liabilities 919 874 Noncurrent Liabilities Long-term debt, net $ 3,132 $ 2,759 Pension and postretirement healthcare benefits 81 85 Asset retirement obligations 198 172 Environmental liabilities 39 40 Long-term lease liabilities 148 107 Deferred tax liabilities 208 174 Other long-term liabilities 43 36 Total liabilities 4,768 4,247 Commitments and Contingencies Shareholders’ Equity Tronox Holdings plc ordinary shares, par value $0.01 — 158,557,858 shares issued and outstanding at December 31, 2025 and 157,938,056 shares issued and outstanding at December 31, 2024 2 2 Capital in excess of par value 2,103 2,084 Retained Earnings 30 555 Accumulated other comprehensive loss (717) (880) Total Tronox Holdings plc shareholders’ equity 1,418 1,761 Noncontrolling interest 31 30 Total equity 1,449 1,791 Total liabilities and equity $ 6,217 $ 6,038 CONSOLIDATED BALANCE SHEETS (Millions of U.S. dollars, except share and per share data) (UNAUDITED)
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 2025 2024 Cash Flows from Operating Activities: Net loss $ (473) $ (54) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion and amortization 302 285 Deferred income taxes 12 110 Share-based compensation expense 20 21 Amortization of deferred debt issuance costs and discount on debt 10 10 Loss on extinguishment of debt - 1 Restructuring and other charges 232 - Other non-cash affecting net loss 59 30 Changes in assets and liabilities: (Increase) decrease in accounts receivable, net (9) 11 Increase in inventories, net (26) (115) Decrease in prepaid and other assets 59 40 Restructuring payments (76) - Decrease in accounts payable and accrued liabilities (26) (11) Net changes in income tax payables and receivables (2) 10 Changes in other non-current assets and liabilities (22) (38) Cash provided by operating activities 60 300 Cash Flows from Investing Activities: Capital expenditures (341) (370) Loans 15 - Proceeds from the sale of assets 4 27 Purchase of investment securities (6) - Cash used in investing activities (328) (343) Cash Flows from Financing Activities: Repayments of short-term debt (144) (18) Repayments of long-term debt (29) (228) Proceeds from short-term debt 100 55 Proceeds from inventory financing arrangement 50 - Proceeds from long-term debt 400 217 Debt issuance costs (7) (16) Dividends paid (48) (80) Restricted stock and performance-based shares settled in cash for taxes (1) (1) Cash provided by (used in) financing activities 321 (71) Effects of exchange rate changes on cash and cash equivalents and restricted cash 6 (7) Net increas e (decreas e) in cas h and cas h equivalents and res tricted cas h 59 (121) Cash and cash equivalents and restricted cash at beginning of period 152 273 Cash and cash equivalents and restricted cash at end of period $ 211 $ 152 CONSOLIDATED STATEMENTS OF CASH FLOWS TRONOX HOLDINGS PLC (Millions of U.S. dollars) (UNAUDITED) Year Ended December 31, 21 Consolidated Statements of Cash Flows
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 22 Reconciliation of Net Income to EBITDA and Adjusted EBITDA (NON-U.S. GAAP) (f) Represents the sale of a royalty interest in certain Canadian mineral properties, net of associated transaction costs included in "Other (expense) income, net" in the unaudited Consolidated Statements of Operations. (h) Includes noncash pension and postretirement costs, asset write-offs, severance expense, and other items included in “Selling general and administrative expenses”, “Cost of goods sold” and “Other (expense) income, net” in the unaudited Consolidated Statements of Operations. (g) Represents restructuring and other charges associated with the Botlek and Fuzhou plant closures. (a) Represents non-cash share-based compensation. (e) Primarily represents expenses associated with the Company's accounts receivable securitization program which is used as a source of liquidity in the Company's overall capital structure. (d) Primarily represents accretion expense and other noncash adjustments to asset retirement obligations and environmental liabilities. (c) Represents realized and unrealized gains and losses associated with foreign currency remeasurement related to third-party and intercompany receivables and liabilities denominated in a currency other than the functional currency of the entity holding them, which are included in “Other (expense) income, net” in the unaudited Consolidated Statements of Operations. (b) Represents the loss in connection with the refinancing of the Term Loan Facility in the US. 2025 2024 2025 2024 Net loss (U.S. GAAP) $ (177) $ (30) $ (473) $ (54) Interest expense 54 41 189 167 Interest income (2) (1) (6) (10) Income tax (benefit) provision (2) 45 15 127 Depreciation, depletion and amortization expense 82 71 302 285 EBITDA (non-U.S. GAAP) (45) 126 27 515 Share-based compensation (a) 6 4 20 21 Loss on extinguishment of debt (b) — — — 3 Foreign currency remeasurement (c) 7 (11) 6 (1) Accretion expense and other adjustments to asset retirement obligations and environmental liabilities (d) (11) 1 9 23 Accounts receivable securitization program costs (e) 3 4 13 15 Sale of royalty interest (f) — — — (28) Restructuring and other charges (g) 79 — 232 — Other items (h) 18 5 29 16 Adjusted EBITDA (non-U.S. GAAP) $ 57 $ 129 $ 336 $ 564 2025 2024 2025 2024 Net sales $ 730 $ 676 $ 2,898 $ 3,074 Net loss (U.S. GAAP) $ (177) $ (30) $ (473) $ (54) Net loss (U.S. GAAP) as a % of Net sales (24.2)% (4.4)% (16.3)% (1.8)% Adjusted EBITDA (non-U.S. GAAP) (see above) as a % of Net sales 7.8 % 19.1 % 11.6 % 18.3 % 2025 2024 Long-term debt, net $ 3,132 $ 2,759 Short-term debt 51 65 Long-term debt due within one year 39 35 (Less) Cash and cash equivalents (199) (151) Net debt $ 3,023 $ 2,708 Adjusted EBITDA (non-U.S. GAAP) (see above) 336 564 Net debt to trailing-twelve month Adjusted EBITDA (non-U.S. GAAP) (see above) 9.0 x 4.8 x Three Months Ended December 31, Year Ended December 31, December 31, TRONOX HOLDINGS PLC RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA, ADJUSTED EBITDA AS A % OF NET SALES AND NET DEBT TO TRAILING-TWELVE MONTH ADJUSTED EBITDA (NON-U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars) Three Months Ended December 31, Year Ended December 31,
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Tronox Holdings plc | tronox.com | Confidential & Proprietary | © 2026 23 Free Cash Flow (NON-U.S. GAAP) Year Ended December 31, 2025 Nine Months Ended September 30, 2025 Three Months Ended December 31, 2025 Cash provided by (used in) operating activities $ 60 $ (61) $ 121 Capital expenditures (341) (273) (68) Free cash flow (non-U.S. GAAP) $ (281) $ (334) $ 53 TRONOX HOLDINGS PLC FREE CASH FLOW (NON-U.S. GAAP) (UNAUDITED) (Millions of U.S. dollars) The following table reconciles cash provided by (used in) operating activities to free cash flow for the three months and year ended December 31, 2025: