v3.26.1
Related Parties
 6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Parties 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”).
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,
2026202520262025
Settled as in-kind repayment of Tronox Loans$— $— $— $10 
Settled in cash7 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, 2026December 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.
June 30, 2026December 31, 2025
Note payable, due within 1 year$8 $8 
Note payable, due longer than 1 year from now25
Total outstanding note payable$10 $13 
Amounts regarding loan repayments for the MGT Loan, which are recorded on the unaudited Condensed Consolidated Statement of Operations within “Net sales,” are shown below:
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Interest expense$— $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,
2026202520262025
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, 2026December 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,
2026202520262025
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, 2026December 31, 2025
Due from ATTM for MGT deliveries$11 $5