S-3ASR 1 ny20065923x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on February 20, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TRONOX HOLDINGS PLC

(Exact name of registrant as specified in its charter)


England and Wales (State or other jurisdiction of incorporation or organization)			98-1467236 (I.R.S. Employer Identification Number)

263 Tresser Boulevard, Suite 1100 Stamford, Connecticut 06901 United States of America			Laporte Road, Stallingborough Grimsby, North East Lincolnshire DN40 2PR United Kingdom

Registrant’s telephone number, including area code: (203) 705-3800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey N. Neuman, Esq.

Senior Vice President, General Counsel and Corporate Secretary

Tronox Holdings plc

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

(203) 705-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:


Craig B. Brod, Esq. Helena K. Grannis, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000			Dan Tierney, Esq. Cleary Gottlieb Steen & Hamilton LLP 2 London Wall London EC2Y 5AU United Kingdom +44 20 7614 2200

Approximate date of commencement of the proposed sale to the public: From time to time after this Registration Statement becomes effective, as determined by market and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐


ABOUT THIS PROSPECTUS			i
ABOUT TRONOX			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			2
RISK FACTORS			4
USE OF PROCEEDS			5
DESCRIPTION OF SECURITIES			6
DESCRIPTION OF ORDINARY SHARES			6
DESCRIPTION OF PREFERENCE SHARES			11
DESCRIPTION OF DEBT SECURITIES			12
SELLING SHAREHOLDERS			21
PLAN OF DISTRIBUTION			22
WHERE YOU CAN FIND MORE INFORMATION			24
LEGAL MATTERS			25
EXPERTS			26


Securities and Exchange Commission Registration Fee			$ *
Accounting Fees and Expenses			**
Legal Fees and Expenses			**
Printing and Engraving Fees			**
Trustee, Transfer Agent and Registrar Fees and Expenses.			**
Rating Agency Fees			**
Stock Exchange Listing Fees			**
Miscellaneous			**
Total			$**


Exhibit No.			Description of Exhibits
1.1*			Form of Underwriting Agreement.
2.1			Transaction Agreement, dated as of February 21, 2017, by and between Cristal, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on February 21, 2017).
2.2			Amendment No. 1 to Transaction Agreement, dated as of March 1, 2018, by and among The National Titanium Dioxide Company Limited, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on March 1, 2018).
2.3			Amendment No. 2 to Transaction Agreement dated March 28, 2019, by and among The National Titanium Dioxide Company Limited, Tronox Limited, and, solely for certain purposes, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 2, 2019).
3.1			Articles of Association of Tronox Holdings plc (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 27, 2019).
4.1			Specimen ordinary share certificate of Tronox Holdings plc (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on March 27, 2019).
4.2*			Form of Preference Shares.
4.3			Indenture, dated as of April 24, 2020, between Tronox Holdings plc and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-3 filed on April 24, 2020).
4.4			Form of debt securities (included in Exhibit 4.3).
4.5			Shareholders’ Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, Gulf Investment Corporation and Dr. Talal Al-Shair (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on April 11, 2019).
5.1**			Opinion of Cleary Gottlieb Steen & Hamilton LLP, with respect to the validity of ordinary shares and preference shares.
5.2**			Opinion of Cleary Gottlieb Steen & Hamilton LLP, with respect to the validity of ordinary shares and preference shares.
23.1**			Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc.
23.2**			Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1).
23.3**			Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2).
24.1**			Powers of Attorney (included on signature pages hereto).
25.1**			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee under the Indenture dated April 24, 2020.
107**			Filing Fee Table


TRONOX HOLDINGS PLC

By:	/s/ John Srivisal
	Name:	John Srivisal
	Title:	Senior Vice President and Chief Financial Officer


Signature	Title	Date

/s/ John Romano	Chief Executive Officer and Director	February 20, 2026
John Romano	Chief Executive Officer and Director	February 20, 2026

/s/ John Srivisal	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 20, 2026
John Srivisal		February 20, 2026

/s/ Jonathan Flood	Principal Accounting Officer	February 20, 2026
Jonathan Flood	Principal Accounting Officer	February 20, 2026

/s/ Ilan Kaufthal	Chairman of the Board	February 20, 2026
Ilan Kaufthal	Chairman of the Board	February 20, 2026

/s/ Lucrèce Foufopoulos-De Ridder	Director	February 20, 2026
Lucrèce Foufopoulos-De Ridder	Director	February 20, 2026

/s/ Jean-François Turgeon	Director	February 20, 2026
Jean-François Turgeon	Director	February 20, 2026

/s/ Peter Johnston	Director	February 20, 2026
Peter Johnston	Director	February 20, 2026

/s/ Ginger Jones	Director	February 20, 2026
Ginger Jones	Director	February 20, 2026


TRONOX US HOLDINGS INC.

By:			/s/ Jeffrey N. Neuman
			Name: Jeffrey N. Neuman
			Title: Director

SEC Form S-3ASR filed by Tronox Holdings plc