Tronox Holdings plc Files 8-K for Material Agreement

TL;DR

Tronox just signed a big deal, creating new financial obligations. Watch this space.

AI Summary

On September 26, 2025, Tronox Holdings plc entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing signals a significant new financial commitment or obligation for Tronox Holdings plc, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of new financial obligations or definitive agreements can introduce financial risks and operational changes that warrant close monitoring.

Key Players & Entities

• Tronox Holdings plc (company) — Registrant
• September 26, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — registered Ordinary shares, par value $0.01 per share TROX NYSE Indicate by c
• $400,000,000 — (the "Company"), closed an offering of $400,000,000 aggregate principal amount of its 9.125
• $250 million — cured Notes outstanding is greater than $250 million. The terms of the Indenture, among othe

Filing Documents

• ef20055996_8k.htm (8-K) — 33KB
• ef20055996_ex4-1.htm (EX-4.1) — 1281KB
• 0001140361-25-036224.txt ( ) — 1660KB
• trox-20250926.xsd (EX-101.SCH) — 4KB
• trox-20250926_lab.xml (EX-101.LAB) — 21KB
• trox-20250926_pre.xml (EX-101.PRE) — 16KB
• ef20055996_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry Into a Material Definitive Agreement On September 26, 2025, Tronox Incorporated, a Delaware corporation (the "Issuer"), a wholly owned indirect subsidiary of Tronox Holdings plc (the "Company"), closed an offering of $400,000,000 aggregate principal amount of its 9.125% senior secured notes due 2030 (the "Notes"). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (the "Indenture") among the Issuer and the Company and, as described below, certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association in its capacity as trustee (the "Trustee") and collateral agent. The Notes were offered and sold by the Issuer in reliance on an exemption pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Notes and related guarantees are the senior secured obligations of the Issuer, the Company and the guarantors. Interest is payable on the Notes on March 31 and September 30 of each year beginning on March 31, 2026. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company's 4.625% senior unsecured notes due 2029 (the "Existing Unsecured Notes"), if on such date, the aggregate principal amount of Existing Unsecured Notes outstanding is greater than $250 million. The terms of the Indenture, among other things, limit, in certain circ

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of September 26, 2025, among Tronox Incorporated, Tronox Holdings plc and the guarantors named therein and Wilmington Trust, National Association as trustee and collateral agent. 4.2 Form of 9.125% Senior Secured Notes due 2030 (included in Exhibit 4.1). 104 Inline XBRL for the cover page of this Current Report on Form 8-K. -3-

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRONOX HOLDINGS PLC Date: September 26, 2025 By: /s/ Jeffrey N. Neuman Name: Jeffrey N. Neuman Title: Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR