Restructuring and Other Charges

9 Months Ended

Sep. 30, 2026

Restructuring and Related Activities [Abstract]

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


	Idling Activities (2)		Total cash charges		Asset disposal (3)		Total non-cash charges		Total restructuring and other charges
Botlek closure	$	1	$	1	$	(1)	$	(1)	$	—

Three Months Ended September 30, 2026	$	1	$	1	$	(1)	$	(1)	$	—


	Severance and employee benefits (1)		Idling Activities (2)		Contract abandonment and other changes		Total cash charges		Asset disposal (3)		Total non-cash charges		Total restructuring and other charges
Botlek closure	$	8	$	16	$	—	$	24	$	1	$	1	$	25

Three Months Ended September 30, 2025	$	8	$	16	$	—	$	24	$	1	$	1	$	25

(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.


	Severance and employee benefits (1)		Idling Activities (2)		Contract abandonment and other changes		Total cash charges		Asset disposal (3)		Total non-cash charges		Total restructuring and other charges
Botlek closure	$	2	$	6	$	1	$	9	$	2	$	2	$	11
Fuzhou closure	4		3		—		7		—		—		7
Nine Months Ended September 30, 2026	$	6	$	9	$	1	$	16	$	2	$	2	$	18


	Severance and employee benefits (1)		Idling Activities (2)		Asset retirement obligation adjustments		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	$	25	$	46	$	11	$	7	$	89	$	63	$	1	$	64	$	153

Nine Months Ended September 30, 2025	$	25	$	46	$	11	$	7	$	89	$	63	$	1	$	64	$	153

(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. 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 (of which, $173 million were recorded in the full year 2025 and $11 million in the nine months ended September 30, 2026), approximately $73 million of which is related to non-cash items. The

plan was 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 September 30, 2026, Tronox had $1 million of activities associated with idling of site operations offset by $1 million of reduction in noncash restructuring charges. 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 nine months ended September 30, 2026, Tronox incurred $11 million of charges, of which $2 million were non-cash. These charges included $2 million in severance and employee separation benefits charges, $6 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 $2 million during the nine months ended September 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 (of which, $59 million were recorded in the full year 2025 and $7 million in the nine months ended September 30, 2026), $38 million of which related to non-cash items. We 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.

There were no charges incurred for the three months ended September 30, 2026 given the sale of Fuzhou as discussed below. For the nine months ended September 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, 2026		Changes in Reserves		Cash Payments		Foreign currency translation and other		Balance at September 30, 2026
Botlek closure	$	16	$	9	$	(19)	$	—	$	6
Fuzhou closure	12		4		(16)		—		—
Total	$	28	$	13	$	(35)	$	—	$	6


	Balance at January 1, 2025		Changes in Reserves		Cash Payments		Foreign currency translation and other		Balance at September 30, 2025
Botlek closure	$	—	$	78	$	(57)	$	2	$	23

Total	$	—	$	78	$	(57)	$	2	$	23

Cash payments associated with the remaining liability at September 30, 2026 for Botlek are expected to occur over the next few years due to the long-term nature of the underlying obligations. 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 September 30, 2026 and December 31, 2025, $2 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 Sheets.

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 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 Statements 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 to the buyer.