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Related Party Transactions | 12 Months Ended
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Dec. 31, 2025
Related Party Transactions [Abstract] |
Related Party Transactions | Related Party Transactions Tasnee / Cristal At December 31, 2025 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 will be contributed together with $322 million of AMIC indebtedness (the "AMIC Debt"). Furthermore, pursuant to the Option Agreement we lent AMIC $125 million for capital expenditures and operational expenses intended 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, and under what circumstances 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 an nominal discount (the "Slag Price"). Tronox purchased the remaining 35% of chloride slag produced by the Slagger in cash at the Slag Price. The Renegotiation Period expired on December 31, 2024 without any agreement regarding whether and under what circumstances Tronox would acquire the Slagger. Then on February 11, 2025, we entered into an 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 the related letter agreements referenced above were extinguished. This included the parties' respective rights and obligations in and to the Option Agreement and related letter agreements and any claims arising thereunder, except for AMIC's obligation to repay the remaining AMIC Loan balance and all interest accrued. Such final cash repayment occurred in February 2025. In addition, the parties agreed that through December 31, 2026, Tronox would purchase certain quantities of Slag from ASIC based on the Slag Price. The following table shows the outstanding balance of the Tronox Loans, which on the Consolidated Balance Sheet is recorded in "Prepaid and other assets:
| December 31,
| 2025 |  | 2024
Principal balance | — |  | 22 |
Accrued interest income balance | — |  | 4 |
Total outstanding balance | — |  |  | 26 |
The following table shows the interest income earned on the Tronox Loans, which is recorded in "Interest income" on our Consolidated Statement of Operations:
| December 31,
| 2025 |  | 2024 |  | 2023
Interest income | — |  |  | 2 |  | 5
The following table shows the amount of feedstock purchased from the Slagger, which is subsequently recorded in "Cost of goods sold" on our Consolidated Statement of Operations:
| December 31,
| 2025 |  | 2024 |  | 2023
Settled as in-kind repayment of Tronox Loans | 10 |  |  | 58 |  |  | 44 |
Settled in cash | 34 |  |  | 33 |  |  | 80 |
Total chloride slag purchases | 44 |  |  | 91 |  |  | 124 |
The following table shows the amounts due to AMIC at period-end regarding the purchase feedstock purchased from the Slagger, which are recorded in "Accrued liabilities" on our Consolidated Balance Sheet:
| December 31,
| 2025 |  | 2024
Amount due to AMIC for slag purchases | 3 |  |  | 6 |
In addition, on March 15, 2018 Tronox and AMIC entered into a Technical Services Agreement (the "Original Technical Services Agreement"), which was subsequently amended on May 13, 2020, May 10, 2023 and February 21, 2024 (the "Restated Technical Services Agreement"). Through September 30, 2023 we provided technical advice and project management services, however AMIC and its consultants were still responsible for engineering and construction of the Slagger. As compensation for these services, Tronox received certain fees, including a management fee. In the Consolidated Statement of Operations and shown in the table below, the management fees per the Original Technical Services Agreement were recorded within "Other income, net" and other technical support fees, including fees per the Restated Technical Services Agreement, are recorded within "Selling, general and administrative" costs. From and after October 1, 2023, we no longer receive a management fee.
| December 31,
| 2025 |  | 2024 |  | 2023
Management fees | — |  |  | — |  |  | 6
Other technical support fees | — |  |  | — |  |  | 2 |
Total fees received | — |  |  | — |  |  | 8
On December 29, 2019, we entered into an agreement (the "MGT Purchase Agreement") with Cristal to acquire certain assets co-located at our Yanbu facility which produce metal grade TiCl4 ("MGT"). Consideration for the acquisition was 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 TiCl 4, which we supply by pipeline, for the production of titanium sponge, a precursor material used in the production of titanium metal. The terms of our supply of TiCl 4 to ATTM are set forth in the Amended and Restated TiCL 4 Supply Agreement by and among ATTM, Cristal and ourselves dated December 17, 2020 (the "ARTSA"). On December 17, 2020 we completed the MGT transaction. Repayment of the $36 million note payable is based on a fixed U.S. dollar 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 set forth in the ARTSA, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately two and three years, subject to actual future MGT production levels. The interest rate on the note payable is based on the SAIBOR plus a premium. As shown in the table below, the note payable is recorded within "Long-term debt, net" and "Long-term debt due within one year" on the Consolidated Balance Sheet.
| December 31,
| 2025 |  | 2024
Note payable, due within 1 year | 8 |  | 7
Note payable, due longer than 1 year from now | 5 |  | 12
Total outstanding note payable | 13 |  | 19
Amounts regarding interest expense and loan repayments for the MGT loan, which are recorded on the Consolidated Statement of Operations within “Interest expense” and “Net sales,” respectively, are shown below:
| December 31,
| 2025 |  | 2024 |  | 2023
Interest expense | 1 |  | 1 |  | 2
Loan Repayment via MGT delivered to ATTM | 6 |  | 6 |  | 6
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:
| December 31,
| 2025 |  | 2024 |  | 2023
Purchases of chlorine gas | 7 |  | 5 |  | 5
These purchases are subsequently recorded within “Cost of goods sold” on the Consolidated Statement of Operations. Amounts due at period end, which are presented below, are recorded within “Accrued liabilities” on the Consolidated Balance Sheet.
| December 31,
| 2025 |  | 2024
Amount due related to purchases of chlorine gas | 1 |  | 6
As Tronox delivers MGT product to ATTM, amounts are recorded within “Net sales” on the Consolidated Statement of Operations, as shown below:
| December 31,
| 2025 |  | 2024 |  | 2023
MGT sales made to ATTM as product is delivered | 54 |  | 52 |  | 47
Amounts related to MGT deliveries that are outstanding at period end are recorded in “Prepaid and other assets” on the Consolidated Balance Sheet, as shown below:
| December 31,
| 2025 |  | 2024
Due from ATTM for MGT deliveries | 5 |  | 14
On February 11, 2025, we entered into a Settlement Deed with AMIC, Cristal and ATTM (collectively, the "AMIC Parties"), pursuant to which we resolved certain outstanding matters related to Tronox and the AMIC Parties' performance of their respective obligations under the MGT Purchase Agreement and the ARTSA. Specifically, Cristal agreed to pay us approximately $2 million in cash in exchange for a mutual release of all claims arising prior to December 31, 2024 under the MGT Purchase Agreement and the ARTSA relating to, among other things, certain amounts related to MGT deliveries that were outstanding as of December 31, 2024. As part of the settlement, we also agreed to increase the MGT loan amount by approximately $300,000 and issue a credit note for ATTM's benefit of approximately $500,000.

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