Tronox Holdings Files Mixed Shelf Offering to Strengthen Capital Structure

TROX
February 21, 2026

Tronox Holdings plc filed a mixed shelf offering on February 20, 2026, giving the company the ability to raise capital through a combination of debt and equity instruments. The filing does not disclose the size of the offering, but it provides the company with flexibility to tap the market as needed to support its liquidity and balance‑sheet strategy.

The filing comes against a backdrop of significant financial strain. In 2025, Tronox reported revenue of $2.898 billion, a 6% decline year‑over‑year, and a net loss of $470 million. Adjusted EBITDA fell to $336 million, and the company ended the year with $3.2 billion in total debt, resulting in a net leverage ratio of 9.0×. One‑time restructuring charges of $233 million, largely tied to the closure of the Botlek and Fuzhou pigment plants, contributed to the widened loss.

Management has highlighted the need to improve free cash flow in 2026, citing better TiO₂ pricing, higher volumes, lower capital expenditures, and targeted working‑capital actions. The company also announced a Sustainable Cost Improvement Program aimed at achieving significant annualized savings by the end of 2026, which is intended to help reduce operating expenses and improve margins.

Investors reacted negatively to the 2025 results, citing the widening net loss and high leverage as key concerns. The market’s response underscored the urgency of the company’s capital‑raising plans and the need to address its debt burden.

Management stated that the company expects to generate positive free cash flow in 2026, primarily as a result of improving TiO₂ pricing and volumes, lower capital expenditures, and targeted actions on working capital. The company also emphasized its commitment to the Sustainable Cost Improvement Program, which is expected to deliver significant annualized savings by the end of 2026.

The mixed shelf offering provides Tronox with a flexible tool to refinance existing debt, fund ongoing operations, or pursue strategic opportunities. By maintaining the ability to issue debt or equity as market conditions allow, the company aims to strengthen its balance sheet and support its long‑term financial strategy amid a challenging commodity cycle.

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