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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2026
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation Tronox Holdings plc Amended and Restated Management Equity Incentive Plan Tronox Holdings plc has adopted a management equity incentive plan named the Tronox Holdings plc Amended and Restated Management Equity Incentive Plan which, amongst other things, permits the grant of awards that are comprised of incentive options, nonqualified options, share appreciation rights, restricted shares, restricted share units, performance awards, and other share-based awards, cash payments, and other forms as the compensation committee of the Board of Directors (the "Board") in its discretion deems appropriate, including any combination of the above. The maximum number of shares which were initially subjected to awards (inclusive of incentive options) was 20,781,225 ordinary shares and was increased by 8,000,000 on the affirmative vote of our shareholders on June 24, 2020, further increased by 3,200,000 on the affirmative vote of our shareholders on May 8, 2024, and further increased by 2,600,000 on the affirmative vote of our shareholders on April 28, 2026. Restricted Share Units (“RSUs”) 2026 Grant - During the six months ended June 30, 2026, the Company granted both time-based and performance-based awards to certain members of management. A total of 1,516,562 of time-based awards were granted to management which will vest ratably over a three-year period ending March 5, 2029. A total of 109,830 of time-based awards were granted to non-employee members of the Board which will vest in April 2027. A total of 1,454,552 of performance-based awards were granted, of which 727,276 of the awards vest based on a relative Total Shareholder Return ("TSR") calculation and 727,276 of the awards vest based on certain performance metrics of the Company. The non-TSR performance-based awards vest on March 5, 2029 based on the actual 2028 annual return on invested capital (ROIC). Similar to the Company's historical TSR awards granted in prior years, the TSR awards vest based on the Company's three-year TSR versus the peer group performance levels. Given these terms, the TSR metric is considered a market condition for which we used a Monte Carlo simulation to determine the weighted average grant date fair value of $14.78. The following weighted average assumptions were utilized to value the TSR grants:
| 2026
Dividend yield | — | %
Expected historical volatility | 66.0 | %
Risk free interest rate | 3.55 | %
Expected life (in years) | 3
The unrecognized compensation cost associated with all unvested awards at June 30, 2026 was $41 million, adjusted for estimated forfeitures, which is expected to be recognized over a weighted-average period of approximately 2.2 years. During the three months ended June 30, 2026 and 2025, we recorded $5 million and $4 million, respectively, of stock compensation expense. During the six months ended June 30, 2026 and 2025, we recorded $11 million and $9 million, respectively, of stock compensation expense.

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