UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 11, 2026
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
| England and Wales | 001-35573 | 98-1467236 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 263 Tresser Boulevard, Suite 1100 | Laporte Road, Stallingborough | |
| Stamford, Connecticut 06901 | Grimsby, North East Lincolnshire, DN40 2PR, UK |
(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | |
| Ordinary shares, par value $0.01 per share | TROX | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 11, 2026, Mrs. Lucrece Foufopoulos-De Ridder, a member of the Board of Directors (the “Board”) of Tronox Holdings plc (the “Company”) and a member of the Corporate Governance & Sustainability Committee, notified the Company of her decision not to seek re-election at the Company’s 2026 annual meeting of shareholders, when her current term expires. Mrs. Foufopoulos De-Ridder’s decision not to seek re-election was due to the time commitments associated with the other public company boards on which she is a director, and is not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
| Item 8.01. | Other Events. |
Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated February 11, 2026, announcing that the Company’s Board of Directors declared a cash dividend of $0.05 per share payable on April 2, 2026 to shareholders of record at the close of business on February 23, 2026.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
| Exhibit No. | Description | |
| Press Release, dated February 11, 2026 reporting Tronox Holdings plc’s quarterly dividend. | ||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
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: February 11, 2026 | By: | /s/ Jeffrey Neuman | |
| Name: | Jeffrey Neuman | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||