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    Case 3:25-cv-01441-KAD       Document 39   Filed 04/07/26   Page 1 of 56\n\n\n\n\n                        UNITED STATES DISTRICT COURT\n                          DISTRICT OF CONNECTICUT\n\nMAXWELL KELLER, individually and on\nbehalf of all others similarly situated,   Case No. 3:25-CV-01441-KAD\n\n                    Plaintiff,\n\nv.\n\nTRONOX HOLDINGS PLC, JOHN D.\nROMANO, and D. JOHN SRIVISAL,\n\n                    Defendants.\n\n\n\n                FIRST AMENDED CLASS ACTION COMPLAINT\n            FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS\n\f          Case 3:25-cv-01441-KAD                           Document 39                 Filed 04/07/26                Page 2 of 56\n\n\n\n\n                                                      TABLE OF CONTENTS\n\nNATURE OF THE ACTION ......................................................................................................... 2\nJURISDICTION AND VENUE ..................................................................................................... 4\nPARTIES ........................................................................................................................................ 5\n   A.      Plaintiffs .............................................................................................................................. 5\n   B.      Defendants .......................................................................................................................... 5\nSUBSTANTIVE ALLEGATIONS ................................................................................................ 7\n   A.      Background ......................................................................................................................... 7\n   B.      Prior to the Class Period, Countries and Regions Worldwide Sought to Combat Cheap\n           TiO2 Pigment Dumped by Chinese Manufacturers at Anti-Competitive Prices, Creating\n           Opportunity for Western Hemisphere TiO2 Pigment Manufacturing Giants Like Tronox\n           to Absorb ............................................................................................................................. 9\n   C.      Prior to and Throughout the Class Period, Defendants Closely Tracked and Evaluated\n           Monthly Sales Results and Pricing, Including in Relation to Tronox\u2019s Competitors....... 12\n   D.      Unbeknownst to Investors, Competitors Like Chemours Were Outcompeting Tronox in\n           Europe for Market Share Beginning in 1Q 2025 .............................................................. 17\nDEFENDANTS MADE MATERIALLY FALSE AND MISLEADING STATEMENTS\n   DURING THE CLASS PERIOD .......................................................................................... 22\n   A.      Materially False and Misleading Statements in the May 1, 2025 1Q 2025 Earnings\n           Presentation and on the 1Q 2025 Earnings Call ............................................................... 23\n   B.      Materially False and Misleading Statements in the 1Q 2025 Form 10-Q Filed With the\n           SEC on May 1, 2025 ......................................................................................................... 31\n   C.      Defendants\u2019 Materially False and Misleading Statements Deceived Investors into\n           Believing Tronox Was Successful in Gaining Market Share, Sales Volumes, and Price\n           Increases in 2Q 2025 ......................................................................................................... 33\nDEFENDANTS REVEALED THE TRUTH IN A SET OF DISCLOSURES MADE ON JULY\n   30, 2025 AND JULY 31, 2025.............................................................................................. 35\nADDITIONAL SCIENTER ALLEGATIONS ............................................................................. 39\nLOSS CAUSATION ..................................................................................................................... 41\nCLASS ALLEGATIONS ............................................................................................................. 44\nPRESUMPTION OF RELIANCE ................................................................................................ 46\nNO STATUTORY SAFE HARBOR............................................................................................ 48\nCOUNT I ...................................................................................................................................... 48\nCOUNT II ..................................................................................................................................... 51\nPRAYER FOR RELIEF ............................................................................................................... 53\nDEMAND FOR JURY TRIAL .................................................................................................... 53\n\n\n\n                                                                         ii\n\f       Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 3 of 56\n\n\n\n\n       1.      Lead Plaintiff Jason D. Smith (\u201cLead Plaintiff\u201d) and Additional Representative\n\nPlaintiff John Harding (\u201cRepresentative Plaintiff\u201d and, collectively, \u201cPlaintiffs\u201d) bring this action\n\npursuant to 15 U.S.C. \u00a7\u00a7 78j(b) and 78t(a) (\u201cSection 10(b)\u201d and \u201cSection 20(a),\u201d respectively) of\n\nthe Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and 17 C.F.R. \u00a7 240.10b-5 (\u201cRule 10b-\n\n5\u201d) promulgated thereunder by the U.S. Securities and Exchange Commission (\u201cSEC\u201d),\n\nindividually and on behalf of themselves and all persons and entities similarly situated, other than\n\nDefendants (defined below), who purchased or otherwise acquired common stock of Tronox\n\nHoldings PLC (\u201cTronox\u201d or the \u201cCompany\u201d) between May 1, 2025 and July 30, 2025, inclusive\n\n(the \u201cClass Period\u201d).\n\n       2.      Plaintiffs allege the following based upon personal knowledge as to themselves and\n\ntheir own acts, and upon information and belief as to all other matters. Plaintiffs\u2019 information and\n\nbelief is based on the investigation of their undersigned attorneys (\u201cPlaintiffs\u2019 Counsel\u201d), which\n\nincluded, among other things, review and analysis of: (i) public documents, public filings, and\n\nwire and press releases published by and regarding Tronox; (ii) Defendants\u2019 other public\n\nstatements, including transcripts of interviews Defendants participated in; and (iii) reports of\n\nsecurities and financial analysts, news articles, and other commentary and analysis concerning the\n\nCompany and the industry in which it operates.\n\n       3.      Plaintiffs\u2019 Counsel\u2019s investigation into the matters alleged herein is continuing, and\n\nmany relevant facts are known only to, or are exclusively within, the custody or control of\n\nDefendants. Plaintiffs believe that substantial additional evidentiary support will exist for the\n\nallegations set forth herein after a reasonable opportunity for discovery.\n\n\n\n\n                                                  1\n\f       Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 4 of 56\n\n\n\n\n                                  NATURE OF THE ACTION\n\n       4.      This is a classic case of corporate executives attempting a reckless gamble to assure\n\nthe market that Tronox was competing in its most important market (Europe) at the beginning of\n\n2025\u2014the exact point in time that investors were primed to expect better performance because of\n\nthe finalization of European anti-dumping duties that allowed Western titanium oxide (\u201cTiO 2\u201d)\n\npigment manufacturers to reclaim market share\u2014in the hopes that an overall TiO 2 market recovery\n\nduring later quarters of fiscal year 2025 would buoy sales enough to keep concealed that Tronox\n\nwas being outcompeted from the beginning. To accomplish this scheme, Tronox and its most\n\nsenior executives, Chief Executive Officer John D. Romano and Chief Financial Officer D. John\n\nSrivisal, deliberately misled investors about the Company\u2019s financial health, pricing power, and\n\nmarket share. Defendants\u2019 fraud as alleged herein caused investors massive losses.\n\n       5.      Leading up to the Class Period, Chinese manufacturing capacity expansion and\n\npost-Covid supply chain imbalances resulted in an oversupply in the global market for Tronox\u2019s\n\ncore product: TiO2 pigment. Consequently, governments across the world, including the European\n\nUnion which governed Tronox\u2019s largest market, imposed highly publicized anti-dumping duties\n\nto protect against cheap Chinese imports of TiO2. This regulatory shift was widely expected to\n\ncreate a massive opportunity for Western TiO2 manufacturers like Tronox.\n\n       6.      Eager to project dominance in this newly protected European arena, Tronox assured\n\nthe market that it was not only capturing this newly available market share but successfully raising\n\nprices while doing so. In reality, Tronox was secretly losing a vicious price war, bleeding market\n\nshare to its primary Western competitor The Chemours Company (\u201cChemours\u201d), and concealing\n\nthis deteriorating reality from the investing public.\n\n       7.      The Class Period begins on May 1, 2025, when Defendants announced their first\n\n\n\n\n                                                  2\n\f       Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26    Page 5 of 56\n\n\n\n\nquarter 2025 financial results. During the earnings call and in the accompanying presentation,\n\nDefendants presented a highly material and misleading narrative of commercial success.\n\nSpecifically, Defendants touted: A \u201cstronger-than-normal seasonal demand uplift\u201d led by Europe,\n\nwhich they explicitly attributed to the newly finalized anti-dumping duties; that Tronox had\n\n\u201csuccessfully implemented\u201d price increases in Europe; that the Company was actively \u201cregaining\n\nshare where we had lost it to the Chinese historically[;]\u201d and that and that price competition was\n\nonly happening in markets other than Europe.\n\n       8.      These statements were highly material to investors. Wall Street analysts\n\nimmediately seized on these representations, with major firms like Truist Securities and Deutsche\n\nBank publishing reports celebrating Tronox\u2019s \u201cpartial success implementing price increases in\n\nEurope\u201d and its momentum in taking market share. Investors relied on these assurances to justify\n\nTronox's stock price, believing the Company had successfully navigated the competitive landscape\n\nto secure lucrative, durable growth.\n\n       9.      However, Defendants knew or recklessly disregarded that their statements were\n\nmaterially false and misleading. Throughout the Class Period, Defendant Romano served as\n\nTronox\u2019s chief operating decision maker (CODM). In this role, Romano rigorously reviewed\n\ncompetitive pricing analyses, monthly production figures, and detailed sales metrics by geography.\n\nFurthermore, Defendants Romano and Srivisal frequently discussed their detailed monitoring of\n\nregional pricing and competitive dynamics\u2014including in Europe specifically\u2014in a manner that\n\nevidenced their review of the same in at least monthly.\n\n       10.     Because of this meticulous internal tracking, Defendants knew that Tronox\u2019s\n\nprimary Western competitor, Chemours, had already implemented a deliberate, aggressive\n\n\u201cstrategy\u201d to undercut Tronox\u2019s prices and seize market share in \u201cfair trade markets\u201d which\n\n\n\n\n                                                3\n\f       Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 6 of 56\n\n\n\n\nincluded Europe. By the time Defendants spoke to investors on May 1, 2025, they already had at\n\nleast a full month of second quarter internal data proving that Tronox was being outcompeted by\n\nChemours. Put simply: Defendants knew they had priced themselves out of the market, yet they\n\ntold investors they were successfully raising prices and competing for European market share, and\n\nthey misleadingly touted such sources of \u201csuccess\u201d by attributing them as the cause of second\n\nquarter financial results while omitting the material threat posed by Chemours.\n\n       11.      The truth was revealed on July 30 and 31, 2025, when Tronox released its Q2 2025\n\nfinancial results. The truth was devastating as Tronox was forced to slash its full year 2025 revenue\n\nand Adjusted EBITDA guidance, and to preserve cash the Company announced reduced capital\n\nexpenditures and a 60% dividend cut. Defendant Romano was finally forced to admit that although\n\nTronox \u201chad some competitive activity where some competitors actually reduced price to move\n\nvolume\u201d that \u201cwe picked, and we lost a little volume there.\u201d As a result, the Company\u2019s future\n\nearning potential was muted because the European price increases that were previously extolled\n\nwere \u201cgoing to reverse.\u201d\n\n       12.      The market reaction was swift and severe. Upon learning that Tronox was actually\n\nlosing the battle for Europe, the Company\u2019s stock price plummeted $1.95 per share\u2014an\n\napproximate 38% decline in a single trading day. The stock crashed from $5.14 to $3.19 per share\n\non unusually heavy trading volume, erasing millions of dollars in shareholder value and inflicting\n\nmassive economic damages on the Class. Plaintiffs now seek damages individually and on behalf\n\nof the Class.\n\n                                 JURISDICTION AND VENUE\n\n       13.      The claims asserted herein arise under \u00a7\u00a7 10(b) and 20(a) of the Exchange Act, 15\n\nU.S.C. \u00a7 78j(b) and \u00a7 78t(a), and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R.\n\n\n\n\n                                                 4\n\f       Case 3:25-cv-01441-KAD            Document 39        Filed 04/07/26      Page 7 of 56\n\n\n\n\n\u00a7 240.10b-5.\n\n       14.      This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.\n\n\u00a7 1331 and \u00a7 27 of the Exchange Act, 15 U.S.C. \u00a778aa.\n\n       15.      This Court has jurisdiction over each Defendant named herein because each\n\nDefendant is an entity or individual with sufficient minimum contacts to this District so as to render\n\nthe exercise of jurisdiction by the District Court permissible under traditional notions of fair play\n\nand substantial justice.\n\n       16.      Venue is proper in this Court pursuant to 28 U.S.C. \u00a7 1391(b) and \u00a7 27 of the\n\nExchange Act because many of the false and misleading statements were made in or issued from\n\nthis District. Tronox is headquartered in this District, with a principal place of business located at\n\n263 Tresser Boulevard, Suite 1100, Stamford, CT 06901.\n\n                                             PARTIES\n\n             A. Plaintiffs\n\n       17.      Lead Plaintiff Jason D. Smith was damaged by purchasing the Tronox common\n\nstock as set forth in his Certification of Plaintiff Pursuant to Federal Securities Laws (ECF No. 11-\n\n3), which Plaintiffs incorporate by reference herein, at artificially inflated prices during the Class\n\nPeriod, as the result of Defendants\u2019 materially false and misleading public statements.\n\n       18.      Representative Plaintiff John Harding was damaged by purchasing the Tronox\n\ncommon stock set forth in his Certification and Authorization of Named Plaintiff Pursuant to\n\nFederal Securities Laws (ECF No. 10-4), which Plaintiffs incorporate by reference herein, at\n\nartificially inflated prices during the Class Period, as the result of Defendants\u2019 materially false and\n\nmisleading public statements.\n\n             B. Defendants\n\n       19.      Defendant Tronox Holdings PLC is a public corporation, organized and existing\n\n\n                                                  5\n\f       Case 3:25-cv-01441-KAD            Document 39      Filed 04/07/26     Page 8 of 56\n\n\n\n\nunder the laws of the United Kingdom with its principal place of business located in Stamford,\n\nConnecticut. Its common stock trades on the New York Stock Exchange (\u201cNYSE\u201d) and is traded\n\nunder the symbol \u201cTROX.\u201d\n\n       20.      At all relevant times, Defendant John D. Romano served as Chief Executive Officer\n\nof Tronox and also served as a Director on the Company\u2019s Board. Additionally, throughout the\n\nClass Period Defendant Romano served as the Company\u2019s chief operating decision maker\n\n(\u201cCODM\u201d).\n\n       21.      At all relevant times, Defendant D. John Srivisal served as Senior Vice President\n\nand Chief Financial Officer of Tronox.\n\n       22.      Defendants Romano and Srivisal are collectively referred to herein as \u201cIndividual\n\nDefendants.\u201d\n\n       23.      The Company and the Individual Defendants are collectively referred to herein as\n\n\u201cDefendants.\u201d\n\n       24.      The Individual Defendants, by virtue of their high-level positions at Tronox,\n\ndirectly participated in the management of Tronox and were directly involved in the day-to-day\n\noperations of Tronox at their highest levels. As such, they were privy to confidential, proprietary\n\ninformation concerning the Company and their business operations, growth, and financial\n\ncondition. As set forth below, the materially misstated information conveyed to the public was the\n\nresult of the collective actions of these individuals.\n\n       25.      As senior executives at a publicly held company with common stock registered with\n\nthe SEC and traded on the NYSE, the Individual Defendants each had a duty to disseminate\n\nprompt, accurate, and truthful information with respect to the Company\u2019s business, operations,\n\nfinancial statements, and internal controls, and to correct any previously issued statements that\n\n\n\n\n                                                   6\n\f       Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26     Page 9 of 56\n\n\n\n\nwere or had become materially misleading or untrue, so that the market price of Tronox\u2019s publicly\n\ntraded common stock would be based on accurate information. Each Individual Defendant violated\n\nthese requirements and obligations during the Class Period.\n\n       26.     As a result of their positions of control and authority as senior executives, the\n\nIndividual Defendants were able to and did control the content of the public statements issued by\n\nTronox during the Class Period. Each Individual Defendant had the ability to correct the statements\n\nor prevent them from being released into the public sphere. Accordingly, the Individual Defendants\n\nare responsible for the accuracy of the materially false and misleading public statements detailed\n\nin this complaint.\n\n       27.     As a result of their positions of control and authority as senior executives, the\n\nIndividual Defendants had access to adverse, undisclosed information about Tronox\u2019s business,\n\noperations, financial statements, and internal controls through their access to internal corporate\n\ndocuments and conversations with other corporate officers and employees. The Individual\n\nDefendants knew or recklessly disregarded that these adverse undisclosed facts rendered the\n\npositive representations made by or about the Company materially false and misleading.\n\n                              SUBSTANTIVE ALLEGATIONS\n\n       A. Background\n\n       28.     Tronox purports to be the world\u2019s largest vertically integrated manufacturer of\n\ntitanium oxide or \u201cTiO2\u201d pigment\u2014meaning it operates and controls all processes from the\n\nprocurement of raw titanium-bearing mineral deposits through the sale of its pigment products\n\nincluding mining, separation, beneficiation (the process of enhancing the economic value of the\n\ntitanium deposits by increasing the concentration of titanium), pigment manufacturing, and other\n\nprocesses.\n\n\n\n\n                                                7\n\f      Case 3:25-cv-01441-KAD            Document 39        Filed 04/07/26       Page 10 of 56\n\n\n\n\n       29.     TiO2 pigment is used in a wide range of products due to its ability to impart\n\nwhiteness, brightness, and opacity. \u201cWhiteness\u201d as a physical property refers to how closely a\n\nsurface reflects all visible light equally, because white light is perceived by the human eye when\n\nit detects a balance of all colors of the visible spectrum. \u201cBrightness\u201d as a physical property refers\n\nto the visual perception of the intensity of light reflected by an object. \u201cOpacity\u201d as a physical\n\nproperty refers to the object\u2019s impenetrability to radiation (such as visible light).\n\n       30.     TiO2 pigment is used extensively in the manufacture of paint and other coatings,\n\nplastics and paper, and in a wide range of other applications. Moreover, it is a critical component\n\nof everyday consumer applications due to its superior ability to cover or mask other materials\n\neffectively, and efficiently, relative to alternatives. Throughout the Class Period, Defendants\n\nrepresented that there were no effective substitutes for TiO 2 pigment for consumer applications,\n\nbecause no other white pigment has the physical properties for achieving comparable opacity and\n\nbrightness or can be incorporated as cost effectively.\n\n       31.     TiO2 pigment\u2019s use in coatings that are necessary in the architectural, automotive,\n\nand general industrial end markets means that, under normalized conditions, Tronox experiences\u2014\n\nand investors expect\u2014seasonally higher demand, sales volumes, and cash flows in the Company\u2019s\n\nsecond and third fiscal quarters when regions in the northern hemisphere experience spring and\n\nsummer and increased associated painting activity.\n\n       32.     In addition to TiO2 pigment, Tronox sells various co-products and by-products of\n\nthe TiO2 mining and refining processes, including zircon, pig iron, and monazite. However,\n\nthroughout the Class Period, the Company operated under one operating and reportable segment:\n\nits \u201cTronox\u201d segment. Nonetheless, in every quarterly and annual SEC report, the Company\n\ndisaggregated its net revenue by product type and geographic area.\n\n\n\n\n                                                   8\n\f         Case 3:25-cv-01441-KAD        Document 39       Filed 04/07/26     Page 11 of 56\n\n\n\n\n          33.   However, as shown in Figure 1 below, leading up to and throughout the Class\n\n Period, the Company\u2019s business has been overwhelmingly dominated by TiO 2 net sales:\n\n                                             Figure 1\n\n           1Q 2024       2Q 2024         3Q 2024         4Q 2024         1Q 2025        2Q 2025\nTiO2       $605MM        $653MM          $616MM          $533MM          $584MM         $587MM\nZircon     $88MM         $85MM           $74MM           $75MM           $69MM          $68MM\nOther      $81MM         $82MM           $114MM          $68MM           $85MM          $76MM\n\n          34.   Furthermore, as shown in Figure 2 below, leading up to and throughout the Class\n\n Period, the Company\u2019s business has been led by European net sales, with Tronox\u2019s EMEA\n\n (Europe, Middle East and Africa) region outpacing all others:\n\n                                             Figure 2\n\n                     1Q 2024     2Q 2024      3Q 2024       4Q 2024       1Q 2025        2Q 2025\nEMEA                 $309MM      $308MM       $332MM        $242MM        $312MM         $299MM\nNorth America        $192MM      $222MM       $212MM        $170MM        $198MM         $207MM\nAsia Pacific         $227MM      $239MM       $206MM        $207MM        $182MM         $184MM\nSouth & Central      $46MM       $51MM        $54MM           $57MM       $46MM          $41MM\nAmerica\n\n          35.   Indeed, on July 31, 2025, during a conference call jointly presented by Defendants\n\n Romano and Srivisal to report earnings for the quarter ended June 30, 2025 (the \u201c2Q 2025 Earnings\n\n Call\u201d), Defendant Romano acknowledged that Europe was a \u201ckey\u201d market for the Company during\n\n the Class Period.\n\n          B. Prior to the Class Period, Countries and Regions Worldwide Sought to Combat\n             Cheap TiO2 Pigment Dumped by Chinese Manufacturers at Anti-Competitive\n             Prices, Creating Opportunity for Western Hemisphere TiO 2 Pigment\n             Manufacturing Giants Like Tronox to Absorb\n\n          36.   Aided by enormous titanium-bearing feedstocks, industrial wages approximately\n\n 70% to 80% lower than Western counterparts (and fewer environmental controls), cheap raw\n\n materials and electricity prices, and economies of scale from its developed manufacturing base,\n\n Chinese companies over the past twenty years have expanded aggressively into mining heavy\n\n\n                                                9\n\f      Case 3:25-cv-01441-KAD         Document 39        Filed 04/07/26     Page 12 of 56\n\n\n\n\nmineral sands containing titanium-bearing raw materials like ilmenite, and upstream\n\nmanufacturing, resulting in an extreme level of vertical integration that transformed a worldwide\n\ntitanium supply chain into one increasingly centered on China.\n\n       37.    Indeed, where Chinese companies\u2019 TiO2 manufacturing capacity represented\n\napproximately one percent of global requirements in 2000, it ballooned to over fifty-five percent\n\nof global demand in 2024.\n\n       38.    China\u2019s rise in TiO2 pigment manufacturing leading up to the Class Period\n\ncoincided with production retrenchment for other global manufacturers whose manufacturing\n\ncapacity historically has been tied to boom and bust macroeconomic cycles.\n\n       39.    Because TiO2 pigment\u2019s end-use applications (e.g., primers and paint coatings) are\n\nheavily dependent on prevailing economic conditions, the TiO 2 pigment industry has historically\n\nexperienced cyclical pricing volatility where producers expand capacity when prices are high,\n\nleading to eventual periods of low utilization and compressed margins once supply exceeds\n\ndemand. As an example, in 2011, aggressive pricing behavior from producers drove prices to what\n\nremains a peak at ~$5,000 per metric ton in mid-2012, which in turn led to significant capacity\n\nexpansion, particularly in China \u2013 this drove an industry-wide pricing trough from mid-2012\n\nthrough early 2016, at which point most major producers were operating at a loss.\n\n       40.    As global demand surged following the Covid-19 pandemic\u2014including for\n\nproducts containing TiO2 pigment\u2014and much of the world experienced a well-publicized supply\n\nchain shock, TiO2 pigment manufacturers increased production and many such companies outside\n\nof China (including Tronox and Chemours) increased prices. Simultaneously, Chinese TiO 2\n\npigment manufacturers who were growing their capacity, were decelerating TiO 2 pigment sales\n\n\n\n\n                                               10\n\f      Case 3:25-cv-01441-KAD            Document 39       Filed 04/07/26     Page 13 of 56\n\n\n\n\ndomestically in China due to a cooling Chinese real estate market and looking to export product\n\nto overseas buyers.\n\n       41.       Thus, in late 2022 and early 2023, as post-pandemic demand declined, the\n\ncombination of increased global manufacturing capacity that exceeded demand and cheaper,\n\navailable Chinese TiO2 pigment, ushered in another cyclical demand trough.\n\n       42.       Beginning in 2023 and afterward, many country and territorial governments\n\ninstituted anti-dumping duties on Chinese TiO2 pigment manufacturers to protect companies\n\nwithin their territorial limits. For example, on January 9, 2025, the European Commission (the\n\nexecutive arm of the European Union) imposed final duties on Chinese TiO 2 pigment\n\nmanufacturers like LB Group (i.e., Lomon Billions) and Anhui Jinhe Star (i.e., Anhui Gold Star\n\nGroup). See Commission Implementing Regulation (EU) 2025/4.\n\n       43.       In an Equity Research Report initiating coverage on Tronox dated January 27,\n\n2025, analyst Truist Securities summarized recent global anti-dumping duties on Chinese firms as\n\nfollows:\n\n       Summary of anti-dumping activities against Chinese exports\n\n       Several jurisdictions are in the process of exploring placing anti-dumping duties on\n       imports from China, which we believe have the potential to support improved\n       volumes in 2025-26 for Western producers above overall market growth, as well as\n       to support our expectations for higher-trending TiO2 prices. Jurisdictions recently\n       implementing or pursuing the implementation of incremental anti-dumping\n       provisions include:\n\n             \uf0b7   Brazil: In October 2024, Brazil announced preliminary anti-dumping duties\n                 on Chinese TiO2 producers ranging from $578-$1,773/MT. This is a\n                 provisional measure intended to last six months, with a final ruling\n                 scheduled to be announced in April 2025. 6% of TROX production capacity\n                 is located in Brazil.\n             \uf0b7   European Union: In July 2024, the European Commission (EC) imposed\n                 provisional six-month antidumping duties on imports from Chinese TiO2\n                 producers based on a % of the import price. Final antidumping duties,\n                 ranging from \u20ac0.25 to \u20ac0.74 per kg (highest rate applies to LB Group), were\n\n\n                                                 11\n\f      Case 3:25-cv-01441-KAD            Document 39       Filed 04/07/26       Page 14 of 56\n\n\n\n\n                 ratified in November 2024 and will be effective for five years beginning in\n                 January 2025. 27% of TROX capacity is located in Europe.\n             \uf0b7   Saudi Arabia: In October 2024, the Saudi General Authority of Foreign\n                 Trade launched an anti-dumping investigation into TiO2 imports from\n                 China. 19% of TROX production is based in Saudi Arabia.\n             \uf0b7   India: In March 2024, the government of India initiated an investigation\n                 into potential anti-dumping actions against Chinese producers \u2013 the\n                 investigation is ongoing.\n             \uf0b7   Eurasian Economic Union: In August 2024, the EAEU (consisting of\n                 Russia, Armenia, Belarus, Kazakhstan, Kyrgyzstan) implemented anti-\n                 dumping duties for a period of five years on Chinese producers, at a rate\n                 ranging from 14.3-16.25%.\n\n       44.       As these anti-dumping duties rolled out, including in Europe, Defendants\n\nmonitored the immediate effects. For example, on August 2, 2024, speaking during the Company\u2019s\n\nearnings call for the second fiscal quarter of 2024 for himself and Defendant Srivisal (his joint\n\npresenter), Defendant Romano spoke about the global demand environment and the effect of anti-\n\ndumping legislation stating, in pertinent part: \u201cIn addition to the [demand] recovery, we\u2019ve also\n\nseen the launch of several anti-dumping investigations. Most notably, the EU announced a\n\nprovisional duty last month on Chinese imports, while Brazil and India each have investigations\n\nunderway. We believe these efforts will be a benefit in the medium and long-term, and we will\n\ncontinue to monitor the short-term impacts from these announcements.\u201d\n\n       45.       Accordingly, with tariff protection from Chinese imports, Western TiO 2 pigment\n\nmanufacturers rushed to compete for market share in territories where anti-dumping duties went\n\ninto effect\u2014including the large and important European market, and the Individual Defendants\n\nwere vigilant of the results, including with line of sight into \u201cshort-term impacts[.]\u201d\n\n       C. Prior to and Throughout the Class Period, Defendants Closely Tracked and\n          Evaluated Monthly Sales Results and Pricing, Including in Relation to Tronox\u2019s\n          Competitors\n\n       46.       In response to numerous accounting scandals in the 1990s and 2000s, Congress\n\npassed the Sarbanes Oxley Act of 2002 (\u201cSOX\u201d). SOX authorized the SEC, in pertinent part, to\n\n\n\n                                                 12\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 15 of 56\n\n\n\n\nrecognize generally accepted accounting principles (\u201cGAAP\u201d) established by a standard-setting\n\nbody meeting certain criteria, as the SEC \u201cdeems necessary or appropriate in the public interest or\n\nfor the protection of investors.\u201d 15 U.S.C. \u00a77218(b); 15 U.S.C. \u00a7 77s(b). In response, the SEC\n\nreaffirmed the Financial Accounting Standards Board (\u201cFASB\u201d) as the designated GAAP standard\n\nsetter and implemented Regulation S-X requiring publicly traded companies to prepare financial\n\nstatements in accordance with GAAP. SEC Release No. 33-8221/Financial Reporting Release No.\n\n70 (\u201cPolicy Statement: Reaffirming the Status of the FASB as a Designated Private-Sector\n\nStandard Setter\u201d); 17 C.F.R. \u00a7 210.4-01(a)(1).\n\n       47.     The FASB\u2019s Accounting Standards Codification (\u201cASC\u201d) require the disclosure of\n\na chief operating decision maker (\u201cCODM\u201d) for each operating segment within a publicly traded\n\ncompany who will \u201cregularly review[]\u201d operating results \u201cto make decisions about resources to be\n\nallocated to the segment and assess its performance.\u201d \u00a7\u00a7 280-10-50-1, 280-10-50-21(c).\n\n       48.     Before and throughout the Class Period, Tronox designated Defendant Romano as\n\nthe Company\u2019s CODM for its lone Tronox operating segment. Defendants acknowledge that in\n\nthis role, throughout the Class Period, Defendant Romano received \u201cmonthly\u201d information\n\ncontaining production figures, refreshed future sales forecasts intended to \u201cmonitor\u201d against actual\n\nresults, and financial metrics (including the sales forecasts) that Defendant Romano used to\n\nperform monthly \u201ccompetitive analysis\u201d in order to benchmark Tronox\u2019s performance against its\n\ncompetitors. Indeed, in the Company\u2019s annual report filed with the SEC on Form 10-K on February\n\n19, 2025 (the \u201c2024 Form 10-K\u201d), Defendants admitted, in pertinent part:\n\n       The Company's chief operating decision maker (\u201cCODM\u201d), who is the CEO,\n       reviews financial information presented at the consolidated level and decides how\n       to allocate resources based on financial metrics, including net income. In addition\n       to these financial metrics, the CODM also reviews monthly production figures\n       along with future global sales demand forecasts to make decisions about ongoing\n       production levels and how to allocate resources. The measure of segment assets is\n\n\n\n                                                 13\n\f      Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26      Page 16 of 56\n\n\n\n\n       reported on the balance sheet as total consolidated assets. The CODM uses such\n       financial metrics, including net income, to evaluate income generated from segment\n       assets (return on assets) in deciding whether to reinvest profits into the segment or\n       into other parts of the organization, such as working capital needs, mandatory and\n       discretionary capital expenditures, servicing our interest and debt repayment\n       obligations, cash taxes, and making pension contributions.\n\n       Net income, other financial metrics, production costs and sales forecasts are used\n       to monitor budget versus actual results. The CODM also uses these financial\n       metrics as a percentage of sales in competitive analysis by benchmarking to\n       Tronox\u2019s competitors. The competitive analysis along with the monitoring of\n       budgeted versus actual results are used in assessing performance of the segment\n       and in establishing management\u2019s compensation. The reported segment revenue,\n       segment profit or loss and significant segment expenses are the same as the\n       consolidated results disclosed on the consolidated statement of operations, except\n       as noted below. As noted above, the CODM also determines how to allocate\n       resources through his review of monthly production / manufacturing costs.\n\n       49.    According to Tronox\u2019s 2024 Form 10-K, Tronox considers the following as its\n\ncompetitors: \u201cWe face competition from global competitors with headquarters in Europe, the\n\nUnited States and China, including Chemours, LB Group, Kronos Worldwide Inc., INEOS, and\n\nVenator. In addition, we compete with numerous regional producers particularly in Eastern Europe\n\nand China.\u201d\n\n       50.    Furthermore, Defendants repeatedly stated publicly that throughout the Class\n\nPeriod, they tracked Tronox\u2019s pricing (a key determinant of the Company\u2019s sales) by region and\n\nin relation to competitors, such that a competitive pricing analysis was already available and\n\nreviewed by Defendants Romano and Srivisal on the last day of a month.\n\n       51.    For example, during the 2Q 2025 Earnings Call, Defendant Romano was asked a\n\nquestion by a Morgan Stanley & Co. LLC analyst about \u201cincreased pressure\u201d on pricing from\n\ncompetitors in Europe. Defendant Romano admitted that as of that day (the last day in July 2025),\n\n\u201cwe\u201d (i.e., he and his only co-presenter on the call\u2014Defendant Srivisal) \u201calready know what\n\nhappened in July\u201d in relation to European demand and pricing:\n\n\n\n\n                                                14\n\f      Case 3:25-cv-01441-KAD          Document 39         Filed 04/07/26      Page 17 of 56\n\n\n\n\n       Justin Pellegrino\n       Okay, that makes sense. And then just one follow-up. You noted that you saw the\n       bit of increased pressure [from competitors] in Europe in 2Q. Can you just give\n       us an idea of what you're thinking about sequentially for Europe as it relates to\n       demand for product as well as price? Just as those duties are still in play, given the\n       increase we saw in Q1, then kind of followed by the decrease in Q2, what are you\n       thinking of sequentially for Q3?\n\n       John D. Romano\n       Yeah, so we don't -- I'm not going to provide a guide on pricing by region, but I\n       will say that factored into the guide for Q3, there's 2% to 3% move on price, on the\n       downside, that's in the guide. When we start thinking about Europe, in general,\n       we're not seeing a tremendous amount of downward movement. It's more in line --\n       it's a holiday season right now, so August is typically a low month, but we already\n       know what happened in July, and September is forecasted to move in the right\n       zone.\n\n       52.     Likewise, on May 1, 2025, during a conference call jointly presented by\n\nDefendants Romano and Srivisal to report earnings for the quarter ended March 31, 2025 (the \u201c1Q\n\n2025 Earnings Call\u201d), Defendant Romano was asked a question by an Alembic Global Advisors\n\nLLC analyst about purported \u201cpricing momentum\u201d in Europe. Acknowledging that the Individual\n\nDefendants did not speak much about the second quarter specifically because the Company\n\nprovided full-year guidance, Defendant Romano nevertheless demonstrated that as of that day\n\n\u201cwe\u201d (again, he and Defendant Srivisal) understood what was happening with respect to Tronox\u2019s\n\npricing and competitors\u2019 pricing during the second quarter, which had started just one month prior:\n\n       Hassan I. Ahmed\n       I just wanted to revisit \u2013 thanks so much. So just wanted to revisit the sort of bunch\n       of questions about the full year guidance. I mean, if I am understanding what you\n       guys said correctly, you know, particularly as it pertains to the second half being\n       stronger than the first half, you know, part of it is predicated on sort of lower cost\n       tons because of the shutdown of Botlek. Part of it is, you know, the cost cutting\n       program sort of getting into effect.\n\n       But if I heard correctly, you guys also mentioned, you know, gaining pricing\n       momentum. So I'm just trying to sort of reconcile that, that historically, obviously,\n       as we move away from the seasonally strong time period, you know, which tends\n       to be the, call it, spring/summer time period, it gets harder and harder for the\n\n\n\n\n                                                15\n\f      Case 3:25-cv-01441-KAD           Document 39         Filed 04/07/26      Page 18 of 56\n\n\n\n\n       industry to get that pricing. So I'm just trying to assess, you know, what gives you\n       that comfort level that you will indeed get that pricing in the second half?\n\n       John D. Romano\n       Yeah. Thanks, Hassan. It's a great question. We didn't talk too much in prepared\n       comments about what's going on in the second quarter because we provide\n       guidance for the full year, but we are getting price in Europe. So when we think\n       about our second quarter, historically, you go eight quarters with continual price\n       erosion, 1% to 2% a quarter. It takes a little bit of time to get traction on a price\n       increase. And we did announce a price increase in Europe in the second quarter and\n       we have successfully implemented a portion of that.\n\n       So when we think about our second quarter price, there's still some competitive\n       activity in other regions, so that's puts and takes on where we are on price. But I\n       would say our price will be flat to slightly up this quarter, depending upon how we\n       manage some of this competitive activity. But we are getting pricing in Europe.\n       And when we think about, is that a demand profile increase? No. That's due to a\n       shift in the supply base.\n\n       53.     Similarly, on February 13, 2025, during a conference call jointly presented by\n\nDefendants Romano and Srivisal to report earnings for the year and quarter ended December 31,\n\n2024 (the \u201c4Q 2024 Earnings Call\u201d), Defendant Romano was asked a question by a BMO Capital\n\nMarkets Corp. analyst about the \u201cpricing environment\u201d in Europe. Defendant Romano again\n\nacknowledged that as of that day \u201cwe\u201d (he and Defendant Srivisal) understood the competitive\n\ndynamics of pricing \u201cmovement\u201d by geography \u201cin the first quarter\u201d which had started a little over\n\none month prior:\n\n       John McNulty\n       So, a question on the pricing environment. Can you speak to what's driving what\n       sounds like slightly softer pricing in the first half of the year, especially given that\n       we do have some of the tariffs in place now? And I would have thought that would\n       have at least contributed a little bit to an improving pricing environment. So, can\n       you help us to think about that and also speak to maybe some of the competitive\n       issues that you \u2013 that you've alluded to in the prepared remarks?\n\n       John D. Romano\n       Yeah. Thanks, John. So, when we think about -- again, we're providing annual\n       guidance, so we're not going to provide a lot on the quarter. But when we think\n       about pricing and kind of the cadence that happened in the fourth quarter, we're\n       talking about this similar kind of movement in the first quarter. So, it's not a\n\n\n\n                                                 16\n\f      Case 3:25-cv-01441-KAD             Document 39          Filed 04/07/26    Page 19 of 56\n\n\n\n\n        significant move, but there is a lot of, I would say, competitive activity in certain\n        regions of the world and we're responding to that where we feel there's critical\n        market share that we don't want to lose. That being said, there's also some\n        opportunities where we've gotten some price increases.\n\n        And as we think about what's happening in Europe with regards to the traction we're\n        starting to get from some of the activity that's happened from duties, you've already\n        probably seen some other competitors have announced increases, and we would\n        expect that we'll start to see an opportunity for that to happen. But again, it's that\n        recovery period. As the market starts to recover, it's going to be a little bit slower.\n        And as the market starts to pick up, and we mentioned in the prepared comments\n        that there was some other duty activity that's happening in India now where we\n        would expect to see definitive duties possibly as early as the second quarter, we'll\n        start to see opportunities for price movement.\n\n        54.     Later during the 4Q 2024 Earnings Call, a JPMorgan Chase & Co. analyst asked\n\nDefendant Romano to provide additional color regarding which regions were presently seeing\n\nprice increases. In response, Defendant Romano again acknowledged Defendants\u2019 then-present\n\ninsight as to the intra-quarter results, stating, in pertinent part:\n\n        Jeffrey J. Zekauskas\n        Which are the geographic regions where prices are going down and which of the\n        geographic regions where prices are going up?\n\n        John D. Romano\n        Yeah. We don't typically provide a lot of guidance on regional pricing, but I'll give\n        you some color. As I mentioned, in Europe, we have seen some competitive activity\n        on pricing. And at the same time, in some areas in Europe, we're starting to get\n        price traction. So, Brazil, we're starting to see some opportunities to move price in\n        the upwards direction. So, in the first quarter, I'd say, it's a bit of a mix.\n\n        55.     Accordingly, Defendants disclosed publicly throughout the Class Period that\n\nDefendants Romano and Srivisal were able to review pricing results by geography, and in relation\n\nto competitors, on a monthly basis and analyze how that affected demand, sales, and sales\n\nforecasts, among other financial metrics.\n\n        D. Unbeknownst to Investors, Competitors Like Chemours Were Outcompeting\n           Tronox in Europe for Market Share Beginning in 1Q 2025\n\n        56.     During the 4Q 2024 Earnings Call, Defendants announced that in response to\n\n\n\n                                                    17\n\f      Case 3:25-cv-01441-KAD             Document 39         Filed 04/07/26        Page 20 of 56\n\n\n\n\nEuropean Commission\u2019s anti-dumping duties, they would be able to see better pricing (i.e., that\n\nTronox could raise prices) in its key European market. Specifically, when asked by analysts about\n\npricing opportunities given the tariff relief, Defendants responded that Tronox had already raised\n\nprices in Europe in 1Q 2025. For example, responding to a BMO Capital Markets analyst,\n\nDefendant Romano differentiated Europe from places where the Company would see pricing\n\ncompetition, and represented Tronox had already raised prices in Europe, stating, in pertinent part:\n\n       John McNulty\n       So, a question on the pricing environment. Can you speak to what's driving what\n       sounds like slightly softer pricing in the first half of the year, especially given that\n       we do have some of the tariffs in place now? And I would have thought that would\n       have at least contributed a little bit to an improving pricing environment. So, can\n       you help us to think about that and also speak to maybe some of the competitive\n       issues that you \u2013 that you\u2019ve alluded to in the prepared remarks?\n\n       John D. Romano\n       Yeah. Thanks, John. So, when we think about -- again, we're providing annual\n       guidance, so we're not going to provide a lot on the quarter. But when we think\n       about pricing and kind of the cadence that happened in the fourth quarter, we're\n       talking about this similar kind of movement in the first quarter. So, it's not a\n       significant move but there is a lot of, I would say, competitive activity in certain\n       regions of the world. And we're responding to that where we feel there's critical\n       market share that we don't want to lose. That being said, there's also some\n       opportunities where we've gotten some price increases\n\n       And as we think about what's happening in Europe with regards to the traction\n       we're starting to get from some of the activity that's happened from duties, you've\n       already probably seen some other competitors have announced increases, and we\n       would expect that we'll start to see an opportunity for that to happen. But again, it's\n       that recovery period. As the market starts to recover, it's going to be a little bit\n       slower. And as the market starts to pick up, and we mentioned in the prepared\n       comments that there was some other duty activity that's happening in India now\n       where we would expect to see definitive duties possibly as early as the second\n       quarter, we'll start to see opportunities for price movement.\n\n       But it's a bit of a mix where we're protecting some share in some areas, but we're\n       also getting price. It's not a significant move. I guess the point is there's still a little\n       downward movement where we would expect upward movement in the second\n       half.\n\n\n\n\n                                                   18\n\f      Case 3:25-cv-01441-KAD            Document 39         Filed 04/07/26        Page 21 of 56\n\n\n\n\n        57.     Defendants were pressed for further detail about price increases by a JPMorgan\n\nChase analyst during the 4Q 2024 Earnings Call, and Defendant Romano again, touted Tronox\u2019s\n\nprice hikes during the \u201cfirst quarter\u201d encouragingly, stating: \u201cAs I mentioned, in Europe, we have\n\nseen some competitive activity on pricing. And at the same time, in some areas in Europe, we're\n\nstarting to get price traction. So, Brazil, we\u2019re starting to see some opportunities to move price in\n\nthe upwards direction. So, in the first quarter, I\u2019d say, it's a bit of a mix.\u201d\n\n        58.     At the same time, Chemours, one of Tronox\u2019s Western competitors vying for market\n\nshare ceded by Chinese manufacturers, was already executing an orchestrated \u201cstrategy\u201d that\n\nChemours would implement when European Union anti-dumping duties went into effect designed\n\nto gobble up market share by underpricing firms like Tronox.\n\n        59.     Indeed, on August 6, 2025, after the Class Period, Chemours held a conference call\n\nwith securities analysts to discuss Chemours\u2019 2Q 2025 results (the \u201c2Q 2025 Chemours Call\u201d).\n\nDuring the 2Q 2025 Chemours Call, Denise M. Dignam, Chemours\u2019 President, CEO, and Director,\n\ndisclosed that in 2Q 2025, Chemours\u2019 TiO2 business \u201cdelivered overall results ahead of our previous\n\nguidance with sequential net sales up 10%, supported by increased volumes of 9% paired with\n\noverall flat pricing. In this weaker demand environment, our team executed well, securing increased\n\nvolumes across all of our regions.\u201d\n\n        60.     During the question-and-answer portion of the 2Q 2025 Chemours Call, Ms.\n\nDignam explained that Chemours\u2019 TiO2 \u201cstrategy\u201d since \u201cwe started this\u201d was to compete\n\naggressively in \u201cfair trade markets\u201d i.e., in markets like Europe that had enacted anti-dumping\n\nduties that opened up market share previously owned by low-cost Chinese manufacturers. For\n\nexample, in response to a question from a Goldman Sachs analyst about Chemours\u2019 \u201cbiggest\n\ncompetitor, Western competitor\u201d (Tronox), Ms. Dignam stated:\n\n\n\n\n                                                  19\n\f     Case 3:25-cv-01441-KAD            Document 39        Filed 04/07/26      Page 22 of 56\n\n\n\n\n       Duffy Fischer\n       Yeah. Good morning. I was hoping you could talk first about what your strategy is\n       in TiO2 currently? Historically, you've been stronger on price and have given up\n       volume to peers in weak periods. This quarter, if you look, your pricing year-over-\n       year was 4% weaker than your biggest competitor, Western competitor, your\n       volumes were 10% better. So, it's pretty clear you are much more aggressive in the\n       market than they were this quarter. Is that a structural change in your strategy to\n       be more volume-driven? And if so do you think there will be a competitive response\n       from them?\n\n       Denise M. Dignam\n       Thanks for the question, Duffy. I mean we are really confident and clear in our\n       strategy and when we started this we really looked at we need to be lowest cost\n       manufacturer. We took out our high-cost capacity and we talked about the fact that\n       we are going to continue to do that in our assets and we're going to gain share in\n       fair trade markets. We look whenever we have an opportunity, we have a very\n       diligent process. We evaluate all opportunities. I'm confident in our strategy to\n       driving lower cost and achieving share gain in those fair trade markets. I really\n       can't comment on what the response of the competitors will be. But I think it's been\n       really positive signs when you think about what's going on with the capacity that's\n       been taken out of the market. We believe there's at least 400 kilotons that have been\n       taken out. And just even looking at the export data from China, significant\n       reductions year-over-year, quarter-over-quarter, even into Brazil and in India\n       [which] still do not have the firm duties or tariffs in place. So again we're focused\n       on lowest cost and gaining share in fair trade zones.\n\n       61.     Later during the 2Q 2025 Chemours Call, an analyst from Alembic Global Advisors\n\nsummarized the \u201cbattle[]\u201d between Tronox and Chemours in 2Q 2025, stating:\n\n       I just wanted to revisit the earlier question, get a little more granular around [TiO2]\n       and the 9% sequential uptick you guys saw in volumes versus one of your largest\n       competitors sequentially reporting a 2% decline. I mean my understanding is that\n       that Europe sort of became the battleground, with the whole sort of antidumping\n       stuff going on over there. And it just seems that you guys were very aggressive on\n       pricing.\n\n       62.    Ms. Dignam rejected that Chemours would further compete for market share by\n\n\u201cdropping\u201d prices from where they were, but acknowledged Chemours\u2019 \u201cstrategy\u201d had been to\n\nfocus on \u201cwinning in the marketplace[,]\u201d which necessarily meant out-pricing competitors like\n\nTronox.\n\n\n\n\n                                                 20\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 23 of 56\n\n\n\n\n       63.     The \u201cstrategy\u201d Ms. Dignam repeatedly referred to was a multi-pronged strategic\n\nplan titled \u201cPathway to Thrive\u201d that Chemours had discussed in each of its quarterly earnings\n\nannouncements since November 4, 2024, when Chemours announced results for the third quarter\n\nended September 30, 2024. Thus, When Ms. Dignam stated that Chemours had been \u201cclear in our\n\nstrategy and when we started this\u201d with respect to the twin goals of lowering costs and \u201cgain[ing]\n\nshare in fair trade markets[,]\u201d she was referring to a consistent and orchestrated plan from the\n\noutset of the Pathway to Thrive initiative to take advantage of anti-dumping legislation and\n\nimmediately compete for market share.\n\n       64.     The existence of this market share and pricing \u201cstrategy\u201d even before the Class\n\nPeriod is obvious from Chemours\u2019 and Ms. Dignam\u2019s earlier statements. For example, on February\n\n18, 2025, during Chemours\u2019 earnings call reporting results for the fourth quarter and year end of\n\n2024, Ms. Dignam explained that Chemours\u2019 \u201cstrategy\u2019 of gaining market share for TiO 2 pigment,\n\nin areas like Europe who had enacted anti-dumping duties, was already underway, stating in\n\npertinent part, \u201cWe also see green shoots in our TT [TiO2] business, and we're really laser focused\n\non delivering on Pathway to Thrive\u2026..[w]hen we talk about some of the green shoots we're seeing,\n\nit's really around some share gain that we're seeing in Europe. I would say it's still early days as\n\nyou think about the antidumping impact.\u201d\n\n       65.     Similarly, on May 7, 2025, just six days after Defendants\u2019 false and misleading\n\nstatements alleged herein and during Chemours\u2019 earnings call reporting results for the first quarter\n\nof 2025, Ms. Dignam refused to talk about \u201cforward pricing\u201d for TiO 2 pigment, but referred to\n\nChemours\u2019 strategy of competing in \u201cfair trade\u201d zones as already having been successful in the\n\nfirst quarter in gaining market share. Specifically, Ms. Dignam stated the following, in response\n\nto a Truist Securities analyst:\n\n\n\n\n                                                21\n\f      Case 3:25-cv-01441-KAD          Document 39         Filed 04/07/26      Page 24 of 56\n\n\n\n\n       Peter Osterland\n       First, I just wanted to ask on TiO2 pricing. How have TiO2 prices been trending in\n       the more regulated markets where you're seeing stronger volume growth? Was any\n       of the sequential decline for pricing in the first quarter in those markets? And what\n       are you expecting from pricing in those markets in the second quarter and beyond?\n\n       Denise M. Dignam\n       So thanks, Pete, for the question. We really don't want to talk about forward pricing.\n       What I can tell you is that we see stabilization in the -- what we're calling the fair\n       trade markets. We see stabilization in price and we see actually -- we've had volume\n       increases in those markets as well.\n\n       66.     Thus, with Tronox deploying price increases in Europe at very latest by February\n\n13, 2025, when Defendants held the 4Q 2024 Earnings Call, and Chemours simultaneously\n\ndeliberately having developed and deployed a \u201cstrategy\u201d to take advantage of competitors whose\n\nprices were higher in the immediate wake of the European anti-dumping duties becoming final\n\n(which began in January 2025), Tronox was necessarily pricing its TiO 2 pigment above market\n\nrates for months (and consequently, losing market share) before the beginning of the class period\n\non May 1, 2025.\n\n       67.     Because Defendants admittedly performed \u201ccompetitive analysis\u201d of Tronox\u2019s\n\nsales performance each month, such that the Individual Defendants actually knew such results as\n\nof the close of every month, Defendants knew as of May 1, 2025 (the first day of the Class Period)\n\nthat Tronox was being outcompeted by Chemours throughout April 2025 in the race to attain TiO 2\n\nmarket share in Europe.\n\n  DEFENDANTS MADE MATERIALLY FALSE AND MISLEADING STATEMENTS\n                   DURING THE CLASS PERIOD\n\n       68.     Throughout the Class Period, Defendants made materially false and misleading\n\nstatements concerning Tronox\u2019s European TiO2 demand, pricing, market share, sales volumes, and\n\nrevenue. These misrepresentations created the misimpression that the European Union\u2019s final anti-\n\ndumping rules allowed Tronox to successfully sustain higher prices and compete for share in\n\n\n\n                                                22\n\f      Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26      Page 25 of 56\n\n\n\n\nEurope, while omitting the highly material facts that competitors like Chemours had deployed a\n\n\u201cstrategy\u201d to decrease prices as soon as the rules when into effect, and as a result, Tronox was\n\nexperiencing pressure on its demand, pricing, market share, sales volumes, and revenue.\n\n       69.     Plaintiffs assert that all statements set forth below that are designated with yellow\n\nhighlights (added within misleading slide presentations) or bolded and underlined (example) were\n\nmaterially false and/or misleading for the reasons set forth therein when made. Non-bolded and\n\nunderlined statements are included for context.\n\n       A. Materially False and Misleading Statements in the May 1, 2025 1Q 2025 Earnings\n          Presentation and on the 1Q 2025 Earnings Call\n\n       70.     The Class Period begins on May 1, 2025, when Defendants disclosed the\n\nCompany\u2019s results for the first quarter ending March 31, 2025. That morning, before the market\n\nopened, the Individual Defendants held the 1Q 2025 Earnings Call Along with the transcript of the\n\n1Q 2025 Earnings Call, Defendants also uploaded a presentation to the Company\u2019s Investor\n\nRelations webpage (the \u201c1Q 2025 Earnings Presentation\u201d).\n\n       71.     In the 1Q 2025 Earnings Presentation, Defendants made a series of representations\n\ngenerating the materially false impression that, despite an entire third of 2Q 2025 (during which\n\nDefendants admit Tronox was being outcompeted regarding European market share) already\n\nhaving expired, and Chemours already executing its \u201cstrategy\u201d of outcompeting with Western\n\nmanufacturers like Tronox for European market share since at least February 2025, Tronox was\n\nsuccessful in absorbing European market share and enacting durable, market-rate price increases.\n\n\n\n\n                                                  23\n\fCase 3:25-cv-01441-KAD        Document 39       Filed 04/07/26     Page 26 of 56\n\n\n\n\n 72.   Specifically, the 1Q 2025 Earnings Presentation contained the following slides:\n\n\n\n\n                                       24\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 27 of 56\n\n\n\n\n       73.     The foregoing statements were materially false and misleading when made\n\nbecause: (i) Defendants falsely touted incremental growth in \u201cEuropean demand[,]\u201d European\n\nTiO2 sales volumes, and European TiO2 revenue due to the \u201canti-dumping duties\u201d as a\n\n\u201c[h]ighlight[]\u201d and in a misleadingly rosy light, without disclosing the material fact that Chemours\n\nwas simultaneously successfully executing a strategy of outcompeting Tronox for sales volumes\n\nand market share, and the attendant revenues therefrom; (ii) by touting \u201c[h]igher growth in Europe\u201d\n\nand separately excluding Europe from areas of \u201cincreased competitive activity[,]\u201d Defendants\n\ngenerated a materially false impression that Tronox was not then experiencing price and market\n\nshare competition, which it was because of Chemours\u2019 strategy in \u201cfair trade\u201d markets; (iii)\n\nDefendants falsely represented TiO2 pricing headwinds as \u201canticipated\u201d when, in reality,\n\nDefendants were losing a price war that resulted in Tronox being outcompeted for valuable\n\nEuropean market share and jeopardized the price increases that Tronox had just instituted in that\n\nmarket; and (iv) Defendants misleadingly put TiO2 \u201cpricing pressure\u201d at issue without disclosing\n\n\n\n\n                                                25\n\f      Case 3:25-cv-01441-KAD            Document 39      Filed 04/07/26      Page 28 of 56\n\n\n\n\nthematerial fact that the pricing headwinds were occurring in Europe, where Tronox had recently\n\ntouted as a region supporting price increases.\n\n       74.     During the 1Q 2025 Earnings Call, in prepared remarks, Defendants Romano and\n\nSrivisal made materially false and misleading statements explaining the materially false and\n\nmisleading slides contained in the 1Q 2025 Earnings Presentation. Specifically, the Individual\n\nDefendants stated, in pertinent part:\n\n       John D. Romano\n       Thanks, Jennifer, and good morning, everyone. We'll begin this morning on slide\n       4 with some key messages from the quarter. We realized a stronger than\n       normal seasonal demand uplift in TiO2 volumes in Q1 with an increase of 12%\n       from the Q4 of 2024. Europe led the sequential growth bolstered by anti-\n       dumping duties. We are beginning to see the expected benefits from the duties\n       that were finalized in the EU in January, resulting in sales volumes recovering\n       to levels not seen since the second quarter of 2021 in Europe. North America\n       also realized stronger seasonable trends while competitive activity in Latin\n       America, the Middle East, and Asia continued to exert pressure on sales.\n       Zircon sales were lower, both compared to the prior year and sequentially due to a\n       slower start in China as expected. Additionally, despite increased competitive\n       dynamics across all products, average pricing for the quarter came in as\n       anticipated with TiO2 and Zircon both down 2% sequentially \u2026.\n\n       D. John Srivisal\n       Thank you, John. Turning to slide 5. We generated revenue of $738 million, an\n       increase of 9% sequentially driven primarily by higher TiO 2 sales volumes.\n       Loss from operations was $61 million in the quarter. We reported net loss of $111\n       million, which includes $87 million of restructuring and other charges, primarily\n       non-cash costs relating to the idling of Botlek. While our loss before taxes was $106\n       million, our tax expense was $5 million in the quarter as we do not realize tax\n       benefits in jurisdictions where we are realizing losses. Adjusted diluted earnings\n       per share was a loss of $0.15. Adjusted EBITDA in the quarter was $112 million\n       and our adjusted EBITDA margin was 15.2%. Our free cash flow was a use of $142\n       million, including $110 million of capital expenditures. Now, let's move to the next\n       slide for a review of our commercial performance. TiO2 revenues decreased 3%\n       versus the year-ago quarter, driven equally by a 1% decreases in sales volumes,\n       price including mix, and unfavorable exchange rates. Sequentially, TiO2\n       revenues increased 10% as a higher than typical seasonal demand uplift drove\n       a 12% increase in volumes led by European demand, as John referenced\n       earlier. This was partially offset by a 2% decrease in average selling prices,\n       including mix.\n\n\n\n\n                                                 26\n\f      Case 3:25-cv-01441-KAD          Document 39       Filed 04/07/26      Page 29 of 56\n\n\n\n\n        75.     The foregoing statements were materially false and misleading when made\n\nbecause: (i) Defendants falsely touted incremental growth in European demand, European TiO 2\n\nsales volumes, and European TiO2 revenue due to the \u201canti-dumping duties\u201d as a \u201ckey message[]\u201d\n\nand in a misleadingly rosy light, without disclosing the highly material fact that Chemours was\n\nsimultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and\n\nmarket share, and the attendant revenues therefrom; (ii) by touting European growth and \u201cthe\n\nexpected benefits\u201d of Europe\u2019s anti-dumping duties, and separately excluding Europe from areas\n\nof increased \u201ccompetitive activity[,]\u201d Defendants generated a materially false impression that\n\nTronox was not then experiencing price and market share competition, which it was because of\n\nChemours\u2019 strategy in \u201cfair trade\u201d markets; (iii) Defendants falsely represented TiO 2 pricing\n\nheadwinds as \u201canticipated\u201d when, in reality, Defendants were losing a price war that resulted in\n\nTronox being outcompeted for valuable European market share and jeopardized the price increases\n\nthat Tronox had just instituted in that market; and (iv) Defendants misleadingly put TiO 2 pricing\n\npressure at issue without disclosing the highly material fact that the pricing headwinds were\n\noccurring in Europe, where Tronox had recently touted as a region supporting price increases.\n\n        76.     During the question-and-answer portion of the 1Q 2025 Earnings Call, Defendant\n\nRomano fielded the very first question, in which a Truist Securities analyst pinpointed the need\n\nfor explanation concerning the TiO2 sales volumes and \u201cwinning market share\u201d \u201cover the last few\n\nmonths\u201d that Defendants had misleadingly touted in their prepared remarks. Defendant Romano\n\nstated in pertinent part:\n\n        Peter Osterland\n        Hey. Good morning. Thanks for taking the questions. So first, I was just wondering\n        if we could get an update on how your expectations for TiO 2 volume growth are\n        shaping up this year? I know there's a couple of pieces there with underlying end-\n        market demand as well as any above-market growth from winning market share.\n        How is your outlook for the growth you would get this year from each of those\n\n\n\n                                               27\n\f     Case 3:25-cv-01441-KAD            Document 39         Filed 04/07/26      Page 30 of 56\n\n\n\n\n       evolved over the last few months?\n\n       John D. Romano\n       Yeah. Thanks for the question. So from the standpoint of growth, again, we made\n       reference that as we go through the year, we're going to start to see a lift in the TiO 2\n       demand. And it's largely driven from the duties that are in Europe already on the\n       anti-dumping and the assumptions that we've made with regards to India and Brazil\n       in the second half of the year. So what we're expecting in India is that we should\n       have a final results on duties at the third week of May. And in June, towards the end\n       of June, we should have a decision on Brazil. So the volume that we're seeing as\n       far as growth is largely driven by the duties in the areas where the anti-\n       dumping has taken effect. We also saw in the first quarter, as I mentioned in\n       the prepared comments, North America and Europe was up significantly.\n       Again, Europe was driven by largely the duties, but North America's volume has\n       picked up as it had seasonally. So, it was a good move in North America. Still seeing\n       some competitive activity in Latin America, Asia Pacific and the Middle East.\n       But as we get into the second half of the year, we are still anticipating to see that\n       growth on the TiO2 demand in the regions that I just referenced.\n\n       77.    The foregoing statements were materially false and misleading when made\n\nbecause: (i) Defendant Romano falsely touted incremental growth in European demand, European\n\nTiO2 sales volumes, and European TiO2 revenue due to the \u201canti-dumping\u201d duties as a \u201ckey\n\nmessage[]\u201d and in a misleadingly rosy light, without disclosing the highly material fact that\n\nChemours was simultaneously successfully executing a strategy of outcompeting Tronox for sales\n\nvolumes and market share, and the attendant revenues therefrom; and (ii) by touting European\n\ngrowth, and separately excluding Europe from areas of increased \u201ccompetitive activity[,]\u201d\n\nDefendant Romano generated a materially false impression that Tronox was not then experiencing\n\nprice and market share competition, which it was because of Chemours\u2019 strategy in \u201cfair trade\u201d\n\nmarkets.\n\n       78.    Later, a UBS Securities analyst directly asked Defendants to \u201csize the expectations\n\nthat you have for maybe the [market] share opportunity that you can recapture\u201d in regions,\n\nincluding Europe, that had enacted anti-dumping duties for TiO2 pigment or were considering\n\nthem. Defendant Romano stated unequivocally: \u201cSo, let's go back and take a look at what was\n\n\n\n                                                 28\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 31 of 56\n\n\n\n\nhistorically being exported into the European market from China, and it was, call it 270,000-ish\n\ntons a year. And so, you've seen the lift and we're getting our share of the growth as China\n\nhas pulled back on their exports into that region.\u201d\n\n       79.     The foregoing statement was materially false and misleading when made because\n\nDefendant Romano falsely touted incremental growth in European market share and in a\n\nmisleadingly rosy light, without disclosing the highly material fact that Chemours was\n\nsimultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and\n\nmarket share, and the attendant revenues therefrom.\n\n       80.     Later during the 1Q 2025 Earnings Call, Defendants were directly asked by an\n\nanalyst from Alembic Global Advisors about the Company\u2019s TiO 2 pigment pricing. Defendant\n\nRomano falsely stated, in pertinent part:\n\n       Hassan I. Ahmed\n       \u2026. But if I heard correctly, you guys also mentioned, you know, gaining pricing\n       momentum. So I'm just trying to sort of reconcile that, that historically, obviously,\n       as we move away from the seasonally strong time period, you know, which tends\n       to be the, call it, spring/summer time period, it gets harder and harder for the\n       industry to get that pricing. So I'm just trying to assess, you know, what gives you\n       that comfort level that you will indeed get that pricing in the second half?\n\n       John D. Romano\n       Yeah. Thanks, Hassan. It's a great question. We didn't talk too much in prepared\n       comments about what's going on in the second quarter because we provide\n       guidance for the full year, but we are getting price in Europe. So when we think\n       about our second quarter, historically, you go eight quarters with continual price\n       erosion, 1% to 2% a quarter. It takes a little bit of time to get traction on a price\n       increase. And we did announce a price increase in Europe in the second quarter\n       and we have successfully implemented a portion of that. So when we think\n       about our second quarter price, there's still some competitive activity in other\n       regions, so that's puts and takes on where we are on price. But I would say our\n       price will be flat to slightly up this quarter, depending upon how we manage\n       some of this competitive activity. But we are getting pricing in Europe. And\n       when we think about, is that a demand profile increase? No. That's due to a shift in\n       the supply base. So we're making progress. And as we start to look into the back\n       half of the year and some of these other areas where we've got opportunities for\n\n\n\n\n                                                29\n\f      Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26      Page 32 of 56\n\n\n\n\n       duties to go into place, we're not talking about a significant amount of pricing, but\n       we are talking about pricing opportunities.\n\n       81.     The foregoing statements were materially false and misleading when made\n\nbecause: (i) Defendants falsely touted \u201cgetting price\u201d and having \u201csuccessfully implemented\u201d price\n\nincreases in Europe, without disclosing the highly material fact that Chemours was simultaneously\n\nsuccessfully executing a strategy of outcompeting Tronox for sales volumes and market share by\n\nselling at lower prices, thereby rendering the price increases that Defendant Romano was touting\n\nunsustainable; and (ii) by touting European \u201cpricing\u201d growth, and explicitly excluding Europe\n\nfrom \u201cother regions\u201d experiencing increased \u201ccompetitive activity[,]\u201d Defendants generated a\n\nmaterially false impression that Tronox was not then experiencing price and market share\n\ncompetition, which it was because of Chemours\u2019 strategy in \u201cfair trade\u201d markets.\n\n       82.     Defendants were again repeatedly pressed about their statements concerning\n\nmarket share gains in anti-dumping zones. Defendant Romano falsely stated, in pertinent part:\n\n       Hassan I. Ahmed\n       Very helpful. And as a follow-up on the anti-dumping side of things, I just wanted\n       to get a bit more granular about what's going on over there. I mean, look, first of\n       all, maybe it's a two part thing \u2026. And then the second part of that question is just\n       on the ground, what are you guys seeing? Meaning, are you sort of \u2013 as you're\n       talking to your customers, particularly in countries where these anti-dumping\n       measures are going into effect, are the conversations you're having with them sort\n       of more along the lines of them actually wanting more material from you guys? Are\n       you getting more inbound requests now from customers that were, sort of taking\n       their business elsewhere? I mean, are you actually seeing that market share gain or\n       indications of that as these conversations continue?\n\n       John D. Romano\n       Yeah. So for sure in Europe that's happening, we are picking \u2013 we're regaining\n       share where we had lost it to the Chinese historically, because those duties are\n       already in place. And when you think about sizing the opportunity, so again, we're\n       not assuming that China is going to completely vacate Europe. They're still\n       supplying there. They're about half where they were. And we would expect that to\n       continue to trickle down. But our assumptions aren't that they're going to\n       completely abandon that market, that we're going to get a fair share of what's the\n       opportunity. So again, we saw a significant move in the first quarter. That's\n\n\n\n                                                30\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 33 of 56\n\n\n\n\n       migrating into the second quarter. So again, we're building on what's already\n       happened in Europe.\n\n                                                ***\n\n       Aaron Rosenthal\n       Okay. Great. I think earlier you had mentioned the uplift quarter-over-quarter in\n       Europe was about 2x what you had seen historically from 4Q to 1Q. Is that comment\n       based on a look back from maybe just the last couple of years? Or is that maybe a\n       10-year average look back with respect to seasonality? And then as we think about\n       2Q, is the magnitude of that uplift into 2Q on par with that? Or how should we think\n       about that growth sequentially?\n\n       John D. Romano\n       So the growth from Q4 to Q1 was abnormal. So it's not even \u2013 you can't \u2013 there's\n       been no quarter where we had Q4 to Q1 that was that large. So it had everything\n       \u2013 that was very much focused on us picking back up share as the duties went\n       into place early in June \u2013 in July \u2013 I mean, January, sorry about that. And\n       we're seeing more of a, I'd say, bit more of a normal increase, but still heavier\n       in second quarter in Europe as well.\n\n       So again, it's not as if \u2013 I think we've started to see growth in the volume as we\n       pick up some of that share, but we still have room to go. So the second quarter,\n       although, the growth is significant, it's not as big of a leap as it was in \u2013 from\n       Q4 to Q1, but we're still seeing growth quarter-over-quarter Q1 to Q2.\n\n       83.     The foregoing statement was materially false and misleading when made because\n\nDefendant Romano falsely touted incremental growth in European market share and in a\n\nmisleadingly rosy light, without disclosing the highly material fact that Chemours was\n\nsimultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and\n\nmarket share, and the attendant revenues therefrom.\n\n       B. Materially False and Misleading Statements in the 1Q 2025 Form 10-Q Filed With\n          the SEC on May 1, 2025\n\n       84.     On May 1, 2025, Tronox filed its Form 10-Q quarterly report with the SEC,\n\nreporting the Company\u2019s financial and operational results for its first fiscal quarter of 2025 ended\n\nMarch 31, 2025 (the \u201c1Q2025 Form 10-Q\u201d). The 1Q2025 Form 10-Q was signed by Defendant\n\nSrivisal and Jonathan P. Flood, Vice President, Controller and Principal Accounting Officer, and\n\n\n\n                                                31\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26     Page 34 of 56\n\n\n\n\nwas accompanied by certifications signed by Defendants Roman and Srivisal pursuant to: (i)\n\nSection 302 of the Sarbanes-Oxley Act of 2002, stating that each had reviewed the 1Q2025 Form\n\n10-Q and that \u201cthis report does not contain any untrue statement of a material fact or omit to state\n\na material fact necessary to make the statements made, in light of the circumstances under which\n\nsuch statements were made, not misleading[;]\u201d and (ii) Section 906 of the Sarbanes-Oxley Act of\n\n2002 and for the purpose of complying with Rule 13a-14(b) of the Exchange Act stating that each\n\nagrees \u201cthe information contained in the [1Q2025 Form 10-Q] fairly presents, in all material\n\nrespects, the financial condition and results of operations of\u201d Tronox.\n\n       85.     The 1Q2025 Form 10-Q also instructed investors to review the risk warnings\n\ncontained in the Company\u2019s 2024 Form 10-K, stating in relevant part that: \u201cyou should carefully\n\nconsider the factors discussed under \u2018Risk Factors\u2019 included in our Annual Report on Form 10-K\n\nand any subsequent filings thereto with the SEC.\u201d Thus, the risk factors listed at Item 1A in the\n\n2024 Form 10-K were incorporated by reference into, and thereby repeated to the marketplace\n\nthrough the issuance of, the 1Q2025 Form 10-Q.\n\n       86.     Despite price and market share competition in Europe since 1Q 2025, the \u201cRisk\n\nFactors\u201d in 2024 Form 10-K posed these risks as mere hypotheticals, stating, in pertinent part\n\n(original emphasis omitted):\n\n       Any of the following risks could materially and adversely affect our business,\n       financial condition and results of operations\u2026..\n\n       Our industry and the end-use markets in which we compete are highly competitive\n       and are characterized by excessive production capacity, particularly in China.\n       Competition and excess production capacity may adversely affect our results of\n       operations and operating cash flows.\n\n       Each of our markets is highly competitive. Competition in the TiO industry is based\n       on a number of factors such as price, product quality, and service. We face\n       significant competition from major international and smaller regional competitors,\n       especially producers in China. Chinese producers have significantly expanded their\n\n\n\n                                                 32\n\f      Case 3:25-cv-01441-KAD           Document 39         Filed 04/07/26     Page 35 of 56\n\n\n\n\n       TiO production capacity in recent years and the volume of their exports and have\n       publicly announced their intention to continue to expand their TiO production\n       capacity and aggressive exports efforts. Moreover, the increased Chinese TiO\n       production capacity, along with the prolonged economic downturn in China, is\n       resulting in increasing quantities of TiO being exported to other regions of the world\n       in which we compete typically at lower prices.\n\n       We compete with a large number of mining companies with respect to zircon. Zircon\n       producers generally compete on the basis of price, quality, logistics, delivery,\n       payment terms and consistency of supply. Moreover, increased Chinese production\n       of zircon from heavy mineral concentrates imported from Africa and Australia,\n       along with the prolonged economic downturn in China, is resulting in increasing\n       quantities of zircon being exported by China to other regions of the world in which\n       we compete.\n\n       In addition, we face substantial risk that our customers could switch to our\n       competitors\u2019 products in response to any number of developments including\n       lower price offerings by our competitors for substantially the same products,\n       new product development by competitors, or with respect to zircon customers,\n       switching to lower priced substitute products. Our inability to develop, produce or\n       market our products to compete effectively against our competitors could have\n       a material adverse effect on our business, financial condition, results of\n       operations and cash flow.\n\n       87.     Furthermore, the 1Q2025 Form 10-Q falsely and misleadingly stated \u201c[t]here have\n\nbeen no material changes from the risk factors disclosed under the heading \u2018Risk Factors\u2019 in\n\nour Form 10-K.\u201d\n\n       88.     The foregoing statements were materially false and misleading when made because\n\nTronox\u2019s price increases in Europe and \u201clower price offerings\u201d from competitors like Chemours\n\nhad already effectuated the material risk that Tronox could not \u201ccompete effectively against [its]\n\ncompetitors\u201d and thereby affecting its business and financial results, including material impacts to\n\nmarket share and sales.\n\n       C. Defendants\u2019 Materially False and Misleading Statements Deceived Investors into\n          Believing Tronox Was Successful in Gaining Market Share, Sales Volumes, and\n          Price Increases in 2Q 2025\n\n       89.     Defendants\u2019     materially    false   and     misleading     statements,   including\n\nmisrepresentations that Tronox was successfully gaining market share and price increases Europe\n\n\n                                                33\n\f      Case 3:25-cv-01441-KAD            Document 39        Filed 04/07/26      Page 36 of 56\n\n\n\n\nwithout competition (which analysts believed was contained to Latin America, the Middle East,\n\nand Asia), successfully misled investors. For instance, on May 1, 2025, Truist Securities published\n\na report, titled \u201cEarnings Growth Likely a 2H Story; Signs of TiO2 Pricing Stabilization a Plus[,]\u201d\n\nstating in relevant part (bolding in original):\n\n        Near-term improvement for TiO2 fundamentals mainly driven by anti-\n        dumping duties. TROX expects to see TiO2 volumes pick up during the year\n        driven by anti-dumping duties in the EU, as well as new duties anticipated to be\n        imposed in Brazil and India during 2Q. TROX did note seasonally improving\n        demand in North America but is seeing elevated competitive activity across several\n        other regions including Latam, Middle East, and Asia. On TiO2 pricing, TROX\n        noted some partial success implementing price increases in Europe in 2Q and\n        believes average realized pricing could be flat to slightly up q/q in 2Q.\n\n        90.     Similarly, on May 5, 2025, Deutsche Bank issued a report titled \u201cPlethora of\n\nDrivers for 2H Earnings Ramp[,]\u201d stating in relevant part:\n\n        In the quarter, a stronger-than-normal seasonal demand uplift in TiO2 volumes, led\n        by Europe which is seeing the effects of the anti-dumping duties, was more than\n        offset by increased competitive activity in Latin America, Middle East and Asia\n        and higher-than-expected production costs due to lower operating rates at Botlek\n        and increases in direct material prices. In Q2, while Tronox is getting some TiO2\n        pricing in Europe, it is still seeing competitive activity in other regions as Chinese\n        suppliers attempt to find a home for their former Europe-bound TiO2. And coupled\n        with a soft demand outlook and higher production and mining costs, Tronox\n        provided a muted outlook for Q2 with EBITDA flattish versus Q1. Notwithstanding\n        a weak 1H that will likely see EBITDA down an estimated 22% YoY and 56%\n        versus '23, Tronox reaffirmed its full-year guidance. At the midpoint of the guide,\n        2H EBITDA would be a robust $350MM versus ~$225MM in 1H. While we do\n        not normally ascribe to a 55% earnings ramps from 1H to 2H in the midst of a\n        recession, we believe this ramp is achievable due to a plethora of earnings drivers\n        Tronox has for 2H. These include: i) Lower mining costs as the bulk of the $50-\n        $60MM of higher mining costs in '25 were in 1H; ii) stronger volumes building on\n        the momentum from the anti-dumping measures in Europe and the additional\n        benefits expected to be seen in India and Brazil when their duties are finalized; iii)\n        higher pricing; iv) lower production costs driven by lower pigment costs as plants\n        run better and the shutdown of Botlek, Tronox's highest cost plan, and v) growing\n        savings from the ~$150MM cost improvement program launched in Q4'24.\n\n                                                ***\n        In the quarter, a stronger-than-normal seasonal demand uplift in TiO2 volumes, led\n        by Europe which is seeing the effects of the anti-dumping duties, was more than\n\n\n\n                                                  34\n\f          Case 3:25-cv-01441-KAD         Document 39        Filed 04/07/26     Page 37 of 56\n\n\n\n\n           offset by increased competitive activity in Latin America, Middle East and Asia\n           and higher-than-expected production costs due to lower operating rates at Botlek\n           and increases in direct material prices. In the quarter, TiO2 volumes fell 1% YoY\n           but increased 12% QoQ which was slightly below guidance of similar to the prior\n           year period. By region, Europe led the sequential growth bolstered by anti-dumping\n           duties with volumes double what it normally sees in Q1 as Tronox is picking up\n           share as duties went into effect. North America also enjoyed a stronger-than-normal\n           seasonal demand uplift. Meanwhile, increased competitive activity in Latin\n           America, Middle East and Asia kept volumes in those regions muted.\n\n  DEFENDANTS REVEALED THE TRUTH IN A SET OF DISCLOSURES MADE ON\n                   JULY 30, 2025 AND JULY 31, 2025\n\n           91.    In disclosures on July 30, 2025 and July 31, 2025, Defendants corrected the\n\nmisimpression from their previous misstatements\u2014including Defendant Romano\u2019s assertions that\n\nTronox was competing for market share in the valuable European market after the European\n\nCommission\u2019s final anti-dumping duties went into effect in early January 2025.\n\n           92.    On July 30, 2025, Defendants announced Tronox\u2019s 2Q 2025 financial results in a\n\npress release (the \u201c2Q 2025 Press Release\u201d), issued after market close, via PR Newswire. The 2Q\n\n2025 Press Release was concurrently filed with the SEC.\n\n           93.    In the 2Q 2025 Press Release, Defendants revealed that 2Q 2025 revenue of $731\n\nmillion, which was a 1% decrease from 1Q 2025 (despite Tronox\u2019s second quarters historically\n\nbeing seasonally stronger than first quarters), and an 11% decrease compared to 2Q 2024. With\n\nrespect to TiO2 specifically, Defendants disclosed that revenue was $587 million, a 10% decline\n\nyear-over-year driven by an 11% decline in sales volumes despite average selling prices remaining\n\n\u201cflat.\u201d\n\n           94.    Remarking on these results, Defendant Romano stated in the 2Q 2025 Press\n\nRelease, in pertinent part, \u201cTronox\u2019s second quarter results were impacted by weaker demand\n\nacross most of our end markets. This resulted in a softer than anticipated coatings season and\n\nheightened competitive dynamics.\u201d\n\n\n\n                                                   35\n\f      Case 3:25-cv-01441-KAD          Document 39        Filed 04/07/26      Page 38 of 56\n\n\n\n\n       95.     Defendants also revealed in the 2Q 2025 Press Release that estimates for Tronox\u2019s\n\nrevenue, Adjusted Earnings Before Interest Taxes Depreciation and Amortization (\u201cAdjusted\n\nEBITDA\u201d), and free cash flow were being revised downward to ranges of $3.0-$3.1 billion\n\n(revenue), $410-460 million (Adjusted EBITDA), and negative free cash flow of $100-170\n\nmillion, respectively. Tronox\u2019s previous estimates for revenue, Adjusted EBITDA, and free cash\n\nflow were $3.0-$3.4 billion, $525-625 million, and \u201cgreater than $50 million\u201d (i.e., positive free\n\ncash flow), respectively.\n\n       96.     Defendants explained in the 2Q 2025 Press Release that the Company\u2019s reduced\n\nrevenue and Adjusted EBITDA guidance \u201cassume lower [TiO 2] pigment\u2026volumes and price than\n\npreviously anticipated\u201d and that Tronox\u2019s negative free cash flow guidance was the result, in part,\n\nof lower expected pigment sales.\n\n       97.     Furthermore, in the 2Q 2025 Press Release, Defendants announced a 60% dividend\n\ncut and reductions in the Company\u2019s capital expenditures down to \u201cless than $330 million\u201d\n\ncompared to \u201cless than $365 million\u201d forecasted the previous quarter.\n\n       98.     On July 31, 2025, Defendants Romano and Srivisal jointly participated in the 2Q\n\n2025 Earnings Call, and a transcript of the 2Q 2025 Earnings Call was contemporaneously uploaded\n\nto the Company\u2019s Investor Relations webpage.\n\n       99.     During, the 2Q 2025 Earnings Call Defendant Romano disclosed in prepared\n\nremarks that \u201ckey messages from the quarter\u201d included that \u201cweaker\u201d TiO2 demand was caused, in\n\npart by \u201cheightened competitive dynamics across our key end markets.\u201d Defendant Srivisal echoed\n\nthis, stating that \u201c[a]s John covered earlier, in the second quarter, we saw a challenged demand\n\nenvironment, including heightened competition, putting pressure on TiO2 and Zircon sales.\u201d\n\n       100.    During the 2Q Earnings Call\u2019s question-and-answer session, Defendant Romano\u2019s\n\n\n\n\n                                                36\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 39 of 56\n\n\n\n\nfirst question was an open-ended query from a Deutsche Bank analyst about what \u201cvarious drivers\n\nand variables\u201d would affect where the Company landed at the end of 2025 within its now reduced\n\nAdjusted EBITDA guidance range. Defendant Romano answered by pivoting to second quarter\n\nresults and providing further detail regarding what \u201ckey\u201d market he was referring to that\n\nexperienced increased TiO2 pricing competition\u2014emphasizing the paramount importance of this\n\nissue. Defendant Romano specifically answered that \u201c[a]s I mentioned on the call, there is some\n\ncompetitive activity out there in Europe[,]\u201d despite never mentioning Europe previously, and that\n\nTronox lost market share meaning previous price increases in EMEA would need to \u201creverse\u201d to\n\nget in line with competitors. Specifically, Defendant Romano stated, in pertinent part:\n\n       David Begleiter\n       Good morning. John, just looking for your guidance, what are the various drivers\n       and variables that will determine whether you come at the higher end or lower end\n       of the $410 million to $460 million range?\n\n       John D. Romano\n       Thanks for the question, David. So largely, as you know, not dissimilar to what\n       happened, I guess, in the second quarter, a lot of it's going to be based on volume\n       and price. And when we think about that guide, we're not projecting to have any\n       significant bump in volume. There's a little bit of a move in the second half of the\n       year, and that's largely based on some targeted gains that we believe we're going to\n       get in India. That's a market that we continued to see positive growth in.\n\n       As I mentioned on the call, there is some competitive activity out there in Europe.\n       We saw a bit of a -- it wasn't as if we saw a significant drop, but there was some\n       competitive activity there. So where we had price increases in the second quarter,\n       some of that's going to reverse. So some of the pricing that we had forecasted in the\n       second half of the year is not going to come in and we're actually seeing some\n       erosion in price. So I'd say largely when we think about the EBITDA guide, it's\n       the price and volume. And there is some active piece of that that's attached to\n       slowing our production down as well.\n\n       101.    In a follow up question from a Truist Securities analyst, Defendant Romano\n\nadmitted that TiO2 \u201ccompetitive activity\u201d in Europe specifically meant competitors underpriced\n\nTronox in that region to attain market share:\n\n\n\n\n                                                37\n\f      Case 3:25-cv-01441-KAD            Document 39        Filed 04/07/26      Page 40 of 56\n\n\n\n\n        Peter Osterland\n        Thank you. Good morning, everyone. Just wanted to start with the 2% sequential\n        decline for TiO2 volumes that you saw in the quarter. Could you break out what you\n        believe the growth rate was for underlying demand quarter-over-quarter? And how\n        much of the decline you realized was driven by market share?\n\n        John D. Romano\n        [] In Europe, Middle East and Africa, there were some volume decline. Part of that\n        was the market actually wasn't as robust as it was in the first quarter. So it kind of\n        slowed down. And I think there is some element of the macroeconomic environment\n        along with some of the tariff issues that probably weighed on some people's decision\n        to pull down inventory. There was an element of competitive activity there. As I\n        mentioned, we raised prices in the second quarter and there were some\n        competitors that pulled back for volume in that region. So Europe, Middle East\n        and Africa was down a bit.\n\n        102.      Similarly, in response to a question from JPMorgan Securities analyst Jeffrey J.\n\nZekauskas requesting \u201ca sense of the geographic pricing dynamic[,]\u201d Defendant Romano stated, in\n\npertinent part:\n\n        \u2026So the competitive environment right now, I would say, as far as pricing goes are\n        in areas like Europe, Middle East and Africa. I mentioned that there was a volume\n        decline in that region where we had price increases in the second quarter and we had\n        some competitive activity where some competitors actually reduced price to move\n        volume. So you've got Europe, Middle East and Africa. Middle East is a competitive\n        environment right now. It's not a duty-affected area.\n\n        103.      Analysts requested even more clarity, asking explicitly how Tronox\u2019s second\n\nquarter TiO2 sales volumes compared to Chemours. Defendant Romano admitted that he knew\n\n\u201cwhat\u2019s happening in the market with competition\u201d and that \u201cthere\u2019s a lot of fluctuations in market\n\nshare.\u201d Defendant Romano stated that going forward, Tronox\u2019s \u201cobjective\u201d was to \u201cmaintain our\n\nshare at normalized rates\u201d (i.e., to align the Company\u2019s pricing with Chemours), and with respect\n\nto Europe, Defendant Romano stated, in pertinent part:\n\n        [] In Europe, our volumes \u2013 for Europe, Middle East and Africa, they were down\n        and part of that had to do with the market actually just not being as robust as we\n        thought it was. We weren't planning for it to be stronger, but it was actually weaker\n        than we expected it to be. And there was competitive activity over there where, as\n        I mentioned, we were raising prices and we had some competitors that were losing\n\n\n\n                                                 38\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 41 of 56\n\n\n\n\n       prices. And we picked, and we lost a little volume there\u2026 And our objective is to\n       maintain our share at normalized rates throughout the year. So I can't speak too much\n       to Chemours on what they announced back in June. And but, generically, I know\n       what's happening in the market with competition. And in the regions that I\n       mentioned, there's \u2013 the competition is up, it's elevated.\n\n       104.    On this news, Tronox\u2019s common stock price declined approximately 38%, declining\n\nfrom a closing price of $5.14 per share on July 30, 2025 to a closing price of $3.19 per share on\n\nJuly 31, 2025, on unusually heavy trading volume.\n\n                         ADDITIONAL SCIENTER ALLEGATIONS\n\n       105.    As alleged herein, Tronox and the Individual Defendants acted with scienter in that\n\nthey knew, or recklessly disregarded, that the public documents and statements issued or\n\ndisseminated in the name of the Company were materially false and misleading; knew, or recklessly\n\ndisregarded, that such statements or documents would be issued or disseminated to the investing\n\npublic; and knowingly, or recklessly, and substantially participated or acquiesced in the issuance or\n\ndissemination of such statements or documents as primary violations of the federal securities laws.\n\n       106.    As set forth elsewhere herein in detail, Defendants, by virtue of their receipt of\n\ninformation reflecting the true facts regarding Tronox, their control over, and/or receipt and/or\n\nmodification of Tronox\u2019s allegedly materially misleading statements and/or their associations with\n\nthe Company which made them privy to confidential proprietary information concerning Tronox,\n\nparticipated in the fraudulent scheme alleged herein.\n\n       107.    Defendants knew and/or recklessly disregarded the false and misleading nature of\n\nthe information which they caused to be disseminated to the investing public. The fraudulent\n\nscheme described herein could not have been perpetrated during the Class Period without the\n\nknowledge and complicity or, at least, the reckless disregard of the personnel at the highest levels\n\nof the Company, including the Individual Defendants.\n\n\n\n\n                                                 39\n\f      Case 3:25-cv-01441-KAD             Document 39        Filed 04/07/26    Page 42 of 56\n\n\n\n\n        108.    The Individual Defendants were each executive officers and/or directors of Tronox\n\nduring the Class Period. Based on their roles at Tronox, each of the Individual Defendants would\n\nhave been involved with, or knowledgeable about, the wrongdoing alleged herein, which centers\n\non European TiO2, the Company\u2019s largest region and product for driving revenue and Adjusted\n\nEBITDA, by far, during the Class Period. European TiO2 revenue, pricing, and Adjusted EBITDA\n\nwere critical financial metrics for Tronox during the Class Period, and thus, were core operations\n\nduring the Class Period, such that Defendants would have had knowledge of material information\n\nrelated to these topics during the Class Period.\n\n        109.    At a minimum, Defendants failed to review or check information that they had a\n\nduty to monitor, or ignored obvious signs that their statements were materially false and misleading\n\nor contained material omissions. Given the nature and extent of the problems that Tronox had\n\ncompeting for market share in the European TiO2, Defendants knew, or recklessly disregarded, the\n\nextent and scope of their statements during the Class Period.\n\n        110.    Likewise, the Individual Defendants, by virtue of their high-level positions with the\n\nCompany, directly participated in the management of the Company, were directly involved in the\n\nday-to-day operations of the Company at the highest levels, and were privy to confidential\n\nproprietary information concerning the Company and its business, operations, financial statements,\n\nand financial condition, as alleged herein. The Individual Defendants had the ultimate authority\n\nover and were involved in drafting, producing, reviewing and/or disseminating the false and\n\nmisleading statements and information alleged herein, were aware, or recklessly disregarded, that\n\nthe false and misleading statements regarding the Company were being issued, and approved or\n\nratified these statements, in violation of the federal securities laws.\n\n\n\n\n                                                   40\n\f      Case 3:25-cv-01441-KAD           Document 39         Filed 04/07/26      Page 43 of 56\n\n\n\n\n       111.    In addition, the Individual Defendants\u2019 numerous admissions that they monitored\n\nand analyzed TiO2 sales and pricing performance in relation to competitors (who they admit\n\nincluded Chemours) and by geography, including Europe, on an at least monthly basis, establish\n\nthat Defendants were constantly and carefully monitoring Tronox\u2019s European TiO2 revenue,\n\npricing, market share, and Adjusted EBITDA at all relevant times during 1Q25 and 2Q25.\n\n       112.    The allegations above also establish a strong inference that Tronox, as an entity,\n\nacted with corporate scienter throughout the Class Period because its officers, management, and\n\nagents had actual knowledge of the misrepresentations and omissions of material facts set forth\n\nherein (for which they had a duty to disclose), or acted with reckless disregard for the truth because\n\nthey failed to ascertain and to disclose such facts, even though such facts were available to them.\n\nSuch material misrepresentations and/or omissions were done knowingly or with recklessness, and\n\nwithout a reasonable basis, for the purpose and effect of concealing Tronox\u2019s true operating\n\ncondition and present and expected financial performance from investors. By concealing these\n\nmaterial facts from investors, Tronox maintained and/or increased its artificially inflated common\n\nstock price throughout the Class Period.\n\n       113.    As executives and/or directors of Tronox, the Individual Defendants are both\n\ncandidates for imputing corporate scienter to Tronox.\n\n                                       LOSS CAUSATION\n\n       114.    During the Class Period, Defendants materially misled the investing public, thereby\n\ninflating the price of Tronox common stock and/or maintaining the artificial inflation in Tronox\u2019s\n\ncommon, by publicly issuing and endorsing materially false and/or misleading statements and\n\nomitting to disclose material facts necessary to make those statements, as set forth herein, not\n\nmaterially false or misleading. Said statements and omissions were materially false and/or\n\n\n\n\n                                                 41\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 44 of 56\n\n\n\n\nmisleading in that they failed to disclose materially adverse information and/or misrepresented the\n\ntruth about the Company\u2019s business, operations, and prospects as alleged herein.\n\n       115.    At all relevant times, the material misrepresentations and omissions particularized\n\nin this Complaint directly or proximately caused or were a substantial contributing cause of the\n\ndamages sustained by Plaintiffs and the other members of the Class. As described herein, during\n\nthe Class Period, Defendants named in this action made or caused to be made a series of materially\n\nfalse or misleading statements concerning the Company\u2019s business prospects. Defendants\u2019\n\nstatements were materially and objectively misleading when made, as set forth supra, and had the\n\ncause and effect of creating in the market an unrealistically positive assessment of Tronox\u2019s\n\ncompetition for market share in Europe, thus causing Tronox\u2019s common stock to be overvalued and\n\nartificially inflated at all relevant times. The materially false or misleading statements made or\n\nendorsed by Defendants during the Class Period resulted in Plaintiffs and other members of the\n\nClass purchasing Tronox common stock at artificially inflated prices, thus causing the damages\n\ncomplained of herein.\n\n       116.    Defendants issued a set of corrective disclosures contained within the 2Q 2025 Press\n\nRelease and the 2Q 2025 Earnings Call. This set of corrective disclosures revealed, inter alia, that,\n\ncontrary to Defendants\u2019 representations, Tronox was failing to compete for market share in Europe\n\nthroughout 2Q 2025 because Tronox had priced itself out of that market.\n\n       117.    On July 31, 2025, in response to Defendants\u2019 corrective disclosures, the price of\n\nTronox common stock fell sharply, dropping $1.95 per share or approximately 38% on unusually\n\nheavy trading volume, declining from a closing price of $5.14 per share on July 30, 2025 to a closing\n\nprice of $3.19 per share on July 31, 2025, thereby removing the artificial inflation caused and/or\n\nmaintained by Defendants\u2019 false and misleading statements and causing economic loss to investors\n\n\n\n\n                                                 42\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 45 of 56\n\n\n\n\nwho had purchased Tronox common stock during the Class Period.\n\n        118.      Analysts were surprised by Defendants\u2019 disclosures. On July 30, 2025, Truist\n\nSecurities analysts published an investment research report entitled \u201c2Q25 Initial Take: Anticipated\n\nGuidance Cut Worse Than Feared\u201d which noted: \u201cTROX posted a 2Q EBITDA miss of 15% and\n\nguided full-year EBITDA approximately 11% below pre-report consensus at the midpoint. TiO2\n\nvolumes fell sharply YOY and notably declined seq'l, which we believe likely indicates the\n\ncompany ceded market share in order to maintain price during the quarter. TROX now expects\n\na significant FCF burn for the full year and has further reduced capital expenditures and announced\n\na 60% dividend cut in order to preserve cash.\u201d On August 1, 2025, after Defendants held the 2Q\n\n2025 Earnings Call, Truist issued another report confirming its \u201cInitial Take[.]\u201d In this subsequent\n\nreport, titled \u201c2Q25 Earnings Recap: Market Share a Focus as Competitive Intensity Rises;\n\nLowering PT to $5 from $9\u201d Truist\u2019s analysts stated, in pertinent part (bolded emphasis in original):\n\n        Weak domestic coatings demand and heightened global competitive dynamics\n        weigh on TiO2 volumes. TiO2 volumes were down 11% YOY and 2% seq'l. In N.\n        America, TROX indicated that it did not lose market share but saw weak underlying\n        demand limit the seasonal seq'l pickup to 2-3%. Volumes were down more\n        meaningfully in EMEA driven by weak demand conditions combined with\n        increased competitive activity; while TROX implemented higher prices in the\n        region, certain competitors reduced prices, driving some share loss for TROX.\n        Going forward, TROX indicated that it expects 2H TiO2 volumes to be improved\n        over 1H driven by strength in the Indian market and an overall heightened focus on\n        maintaining and growing market share, although we do expect this will come at the\n        expense of seq'l lower average realized prices vs 1H.\n\n        119.      Analysts from JPMorgan Chase & Co. echoed the same concerns as the Truist\n\nreports. On August 1, 2025, JPMorgan issued a report simply titled \u201cPoof\u201d and observed, in\n\npertinent part:\n\n        Tronox shares dropped roughly ($2) in a day from $5 to $3 /sh or by about (40%) in\n        a flat to down market. Tronox\u2019s TiO2 volumes were about (10%) lower y/y in the\n        second quarter, and it seems that TiO2 pricing decreases, not increases, are coming\n        down the pipe despite China cutting its production and shipments. The Western\n\n\n\n                                                 43\n\f        Case 3:25-cv-01441-KAD         Document 39        Filed 04/07/26      Page 46 of 56\n\n\n\n\n         TiO2 companies are financially distressed and battling it out in Europe and India\n         for market share.\n\n         120.   These analyst reports demonstrate that investors viewed the Company\u2019s disclosures\n\nas revealing that Tronox had not \u201csuccessfully implemented\u201d pricing increases, or successfully\n\ncompeted for European market share in 2Q 2025 as Defendants previously stated. Instead, Tronox\n\nhad lost European market share in 2Q 2025 from pricing its products above competitors\u2019 and that\n\nTronox would need to reduce pricing to compete for market share throughout the remainder of\n\n2025.\n\n                                    CLASS ALLEGATIONS\n\n         121.   Plaintiffs bring this action pursuant to Federal Rules of Civil Procedure 23(a) and\n\n(b)(3) on behalf of a class of all persons or entities that purchased or otherwise acquired Tronox\n\npublicly traded common stock between May 1, 2025 and July 30, 2025, inclusive, seeking to pursue\n\nremedies under the Exchange Act. Excluded from the Class are the Company and its subsidiaries,\n\naffiliates, officers, and directors at all relevant times, and any of their immediate families, legal\n\nrepresentatives, heirs, successors, or assigns, and any entity in which any Defendant has or had a\n\ncontrolling interest.\n\n         122.   Because Tronox common stock was actively traded on the NYSE, the members of\n\nthe Class are so numerous that joinder of all Class members is impracticable. While the exact\n\nnumber of Class members is unknown at this time and can only be ascertained through discovery,\n\nPlaintiffs believe that there are hundreds or thousands of Class members. Members of the Class\n\nmay be identified from records maintained by Tronox or its transfer agent and may be notified of\n\nthe pendency of this action by mail, using forms of notice customarily used in securities class\n\nactions.\n\n         123.   Plaintiffs\u2019 claims are typical of those of the members of the Class, as all Class\n\n\n\n                                                 44\n\f      Case 3:25-cv-01441-KAD           Document 39       Filed 04/07/26      Page 47 of 56\n\n\n\n\nmembers have been similarly affected by Defendants\u2019 wrongful conduct as alleged herein.\n\nMoreover, Plaintiffs will fairly and adequately protect the interests of the Class and have retained\n\ncounsel competent who are experienced in class action and securities litigation.\n\n       124.    Common questions of law and fact exist as to all Class members and predominate\n\nover any questions solely affecting individual Class members. These common questions include:\n\n           a. Whether Defendants violated the federal securities laws as alleged herein;\n\n           b. Whether Defendants\u2019 statements to the investing public during the Class Period\n\n               misrepresented material facts about the Company\u2019s business and operations;\n\n           c. Whether Defendants\u2019 public statements to the investing public during the Class\n\n               Period omitted material facts necessary to make the statements made, in light of the\n\n               circumstances under which they were made, not misleading;\n\n           d. Whether the Individual Defendants caused the Company to issue false and\n\n               misleading SEC filings and public statements during the Class Period;\n\n           e. Whether Defendants acted knowingly or recklessly in issuing false and misleading\n\n               SEC filings and public statements during the Class Period;\n\n           f. Whether the prices of Tronox\u2019s common stock during the Class Period were\n\n               artificially inflated because of the Defendants\u2019 conduct complained of herein; and\n\n           g. Whether the members of the Class have sustained damages and, if so, the proper\n\n               measure of damages.\n\n       125.    A class action is superior to all other available methods for the fair and efficient\n\nadjudication of this matter as joinder of all Class members is impracticable. Furthermore, as the\n\ndamages suffered by individual Class members may be relatively small, the expense and burden of\n\nindividual litigation make it impossible for Class members to individually redress the wrongs done\n\n\n\n\n                                                45\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26      Page 48 of 56\n\n\n\n\nto them. There will be no difficulty in the management of this action as a class action.\n\n                               PRESUMPTION OF RELIANCE\n\n       126.    Plaintiffs are presumed to have relied on Defendants\u2019 misrepresentations and\n\nomissions under the fraud-on-the-market doctrine. At all times, the market for Tronox\u2019s common\n\nstock was an efficient market that promptly digested current information related to the Company\n\nfrom all publicly available sources and reflected such information in the prices of Tronox\u2019s common\n\nstock. Throughout the Class Period:\n\n                   a. Tronox\u2019s common stock was actively traded on the NYSE;\n\n                   b. The market price of Tronox\u2019s common stock reacted promptly to the\n\n                       dissemination of public information regarding the Company;\n\n                   c. Tronox was followed by financial analysts, including those cited in this\n\n                       Complaint;\n\n                   d. Tronox common stock maintained a high average weekly trading volume\n\n                       during the Class Period;\n\n                   e. As a regulated issuer, the Company filed with the SEC periodic public\n\n                       reports during the Class Period;\n\n                   f. The Company regularly communicated with public investors via established\n\n                       market communication mechanisms; and\n\n                   g. During the Class Period, Tronox\u2019s common stock had approximately\n\n                       158,000,000 shares outstanding and a market                capitalization of\n\n                       approximately $815 million at market close on July 30, 2025.\n\n       127.    Throughout the Class Period, the Company was consistently followed by the market,\n\nincluding securities analysts. The market relies upon the Company\u2019s financial results and\n\n\n\n\n                                                  46\n\f      Case 3:25-cv-01441-KAD              Document 39        Filed 04/07/26      Page 49 of 56\n\n\n\n\nmanagement to accurately present the Company\u2019s financial results. During this period, the\n\nCompany and the Individual Defendants pumped materially false and misleading information into\n\nthe marketplace regarding the Company and material facts relevant to Tronox\u2019s European pricing\n\nand market share. This information was promptly reviewed and analyzed by analysts and\n\ninstitutional investors and assimilated into the price of Tronox\u2019s common stock.\n\n        128.       As a result of the misconduct alleged herein, including Defendants\u2019 false and\n\nmisleading statements and omissions, the market for Tronox\u2019s common stock was artificially\n\ninflated. Under such circumstances, the presumption of reliance available under the \u201cfraud-on-the-\n\nmarket\u201d theory applies. Thus, Class members are presumed to have indirectly relied upon the\n\nmisrepresentations and omissions for which Defendants are responsible.\n\n        129.       Plaintiffs and other Class members justifiably relied on the integrity of the market\n\nprice for Tronox\u2019s common stock and were substantially damaged as a direct and proximate result\n\nof their purchases of Tronox\u2019s common stock at artificially inflated prices and the subsequent\n\ndecline in the price of such common stock when the truth was disclosed.\n\n        130.       Plaintiffs and the other Class members are also entitled to a presumption of reliance\n\nunder Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972) because claims asserted\n\nin this Complaint against Defendants are predicated upon omissions of material fact for which there\n\nwas a duty to disclose.\n\n        131.       Had Plaintiffs and other members of the Class known of the material adverse\n\ninformation not disclosed by Defendants or otherwise been aware of the truth behind Defendants\u2019\n\nmaterial misstatements, they would not have purchased Tronox\u2019s common stock at artificially\n\ninflated prices.\n\n\n\n\n                                                    47\n\f      Case 3:25-cv-01441-KAD             Document 39         Filed 04/07/26         Page 50 of 56\n\n\n\n\n                               NO STATUTORY SAFE HARBOR\n\n       132.     The statutory safe harbor provided for forward-looking statements under certain\n\ncircumstances does not apply to any of the allegedly false statements pleaded in this complaint. The\n\nstatements alleged to be false and misleading herein all relate to then-existing facts and conditions.\n\n       133.     In addition, to the extent certain of the statements alleged to be false may be\n\ncharacterized as forward looking, they were not identified as \u201cforward-looking statements\u201d when\n\nmade and there were no meaningful cautionary statements identifying important factors that could\n\ncause actual results to differ materially from those in the purportedly forward-looking statements.\n\n       134.     In the alternative, to the extent that the statutory safe harbor is determined to apply\n\nto any forward-looking statements pleaded herein, Defendants are liable for those false forward-\n\nlooking statements because at the time each of those forward-looking statements was made, the\n\nspeaker had actual knowledge that the forward-looking statement was materially false or\n\nmisleading, and/or the forward-looking statement was authorized or approved by an executive\n\nofficer of the Company who knew that the statement was false when made.\n\n                                            COUNT I\n                                 Violation of Section 10(b) of the\n                                Exchange Act and SEC Rule 10b-5\n                                    (Against All Defendants)\n\n       135.     Plaintiffs reallege each allegation as if fully set forth herein.\n\n       136.     This claim is brought under Section 10(b) of the Exchange Act, 15 U.S.C. \u00a7 78j(b)\n\nand Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. \u00a7 240.10b-5, against all Defendants\n\nnamed herein.\n\n       137.     During the Class Period, Defendants carried out a plan, scheme, and course of\n\nconduct that was intended to and, throughout the Class Period, did: (i) deceive the investing public,\n\nincluding Plaintiffs and other Class members, as alleged herein; (ii) artificially inflate and maintain\n\n\n\n                                                   48\n\f      Case 3:25-cv-01441-KAD           Document 39         Filed 04/07/26      Page 51 of 56\n\n\n\n\nthe market price of Tronox\u2019s common stock; and (iii) cause Plaintiffs and other members of the\n\nClass to purchase or otherwise acquire Tronox\u2019s common stock at artificially inflated prices. In\n\nfurtherance of this unlawful scheme, plan, and course of conduct, the Defendants, and each of them,\n\ntook the actions set forth herein.\n\n        138.    During the Class Period, Defendants, by the use of means and instrumentalities of\n\ninterstate commerce: (a) employed devices, schemes and artifices to defraud; (b) made untrue\n\nstatements of material fact and/or omitted material facts necessary to make the statements made not\n\nmisleading; and (c) engaged in acts, practices and a course of business which operated as a fraud\n\nand deceit upon Plaintiffs and the Class, all in an effort to maintain artificially high market prices\n\nfor Tronox\u2019s common stock in violation of Section 10(b) of the Exchange Act and Rule 10b-5\n\npromulgated thereunder. Defendants acted individually and in concert in a continuous course of\n\nconduct to conceal non-public, adverse material information about the Company\u2019s outlook and\n\ncondition, as reflected in the misrepresentations and omissions set forth above.\n\n        139.    During the Class Period, Defendants acted with scienter in that they knew that the\n\npublic documents and statements issued or disseminated in the name of the Company were\n\nmaterially false and misleading; knew that such statements or documents would be issued or\n\ndisseminated to the investing public; and knowingly and substantially participated or acquiesced in\n\nthe issuance or dissemination of such statements or documents as primary violations of the\n\nsecurities laws. By virtue of their receipt of information reflecting the true facts of the Company,\n\ntheir control it, and/or receipt and/or modification of the Company\u2019s allegedly materially\n\nmisleading statements, and/or their associations with the Company which made them privy to\n\nconfidential proprietary information concerning the Company, Defendants participated in the\n\nfraudulent scheme alleged herein.\n\n\n\n\n                                                 49\n\f      Case 3:25-cv-01441-KAD             Document 39         Filed 04/07/26     Page 52 of 56\n\n\n\n\n        140.    The Individual Defendants, who are the senior officers and/or directors of the\n\nCompany, had actual knowledge of the material omissions and/or the falsity of the material\n\nstatements set forth above, and intended to deceive Plaintiffs and the other members of the Class,\n\nor, in the alternative, acted with reckless disregard for the truth when they failed to ascertain and\n\ndisclose the true facts in the statements made by them, or other personnel of the Company to\n\nmembers of the investing public, including Plaintiffs and the Class.\n\n        141.    As a result of the foregoing, the market price of Tronox\u2019s common stock was\n\nartificially inflated during the Class Period. In ignorance of the falsity of Defendants\u2019 statements\n\nand knowing and/or reckless inability to effectuate their purported business plans, Plaintiffs and the\n\nother members of the Class relied on the statements and business plans described above and/or the\n\nintegrity of the market price of Tronox\u2019s common stock during the Class Period in purchasing\n\nTronox\u2019s common stock at prices that were artificially inflated as a result of Defendants\u2019 false and\n\nmisleading statements.\n\n        142.    Had Plaintiffs and the other members of the Class been aware that the market price\n\nof Tronox\u2019s common stock had been artificially and falsely inflated by the Company\u2019s and the\n\nIndividual Defendants\u2019 misleading statements and by the material adverse information which the\n\nCompany and the Individual Defendants did not disclose, they would not have purchased Tronox\u2019s\n\ncommon stock at the artificially inflated prices that they did, or at all.\n\n        143.    As a result of the wrongful conduct alleged herein, Plaintiffs and the other members\n\nof the Class have suffered damages in an amount to be established at trial. Plaintiffs\u2019 and the Class\u2019s\n\nlosses were proximately caused by Defendants\u2019 scheme to defraud the investing public by, among\n\nother things, failing to fully and accurately disclose to investors adverse material information\n\nregarding the Company. Plaintiffs and other members of the Class purchased Tronox\u2019s common\n\n\n\n\n                                                   50\n\f      Case 3:25-cv-01441-KAD            Document 39         Filed 04/07/26         Page 53 of 56\n\n\n\n\nstock in reliance on the integrity of the market price of the securities, and Defendants manipulated\n\nthe price of Tronox\u2019s common stock through their misconduct as described herein. Plaintiffs\u2019 and\n\nthe Class\u2019s losses were a direct and foreseeable consequence of Defendants\u2019 concealment of, among\n\nother things, Defendants\u2019 concealment of material facts related to Tronox\u2019s business and prospects.\n\n       144.    By reason of the foregoing, Defendants violated Section 10(b) of the Exchange Act\n\nand Rule 10b-5 promulgated thereunder and are liable to the Plaintiffs and the other members of\n\nthe Class for substantial damages which they suffered in connection with their purchases of\n\nTronox\u2019s common stock during the Class Period.\n\n                                           COUNT II\n                         Violation of Section 20(a) of the Exchange Act\n                              (Against the Individual Defendants)\n\n       145.    Plaintiffs reallege each allegation as if fully set forth herein.\n\n       146.    This claim is brought under Section 20(a) of the Exchange Act, 15 U.S.C. \u00a7 78t,\n\nagainst the Individual Defendants.\n\n       147.    Tronox and the Individual Defendants are liable as primary violators of Section\n\n10(b) of the Exchange Act and Rule 10b-5 as set forth herein.\n\n       148.    The Individual Defendants acted as controlling persons of the Company within the\n\nmeaning of Section 20(a) of the Exchange Act. Because of their positions, the Individual\n\nDefendants had the power and authority to cause the Company to engage in the wrongful conduct\n\ncomplained of herein. By reason of such conduct, the Individual Defendants are liable pursuant to\n\nSection 20(a) of the Exchange Act.\n\n       149.    Specifically, the Individual Defendants, by reason of their status as senior executive\n\nofficers and/or directors of the Company, directly or indirectly, controlled the conduct of the\n\nCompany\u2019s business and their representations to Plaintiffs and the Class, within the meaning of\n\n\n\n\n                                                  51\n\f      Case 3:25-cv-01441-KAD           Document 39        Filed 04/07/26       Page 54 of 56\n\n\n\n\nSection 20(a) of the Exchange Act. The Individual Defendants directly or indirectly controlled the\n\ncontent of the Company\u2019s SEC filings, press releases and interviews with various news sources\n\ncited herein related to Plaintiffs\u2019 and the Class\u2019s investments in Tronox\u2019s common stock within the\n\nmeaning of Section 20(a) of the Exchange Act. Therefore, the Individual Defendants are jointly\n\nand severally liable for the Company\u2019s fraud, as alleged herein.\n\n       150.    The Individual Defendants controlled and had the authority to control the content of\n\nCompany\u2019s SEC statements, press releases and other public statements. Because of their close\n\ninvolvement in the everyday activities of the Company, and because of their wide-ranging\n\nsupervisory authority, the Individual Defendants reviewed or had the opportunity to review these\n\ndocuments prior to their issuance or could have prevented their issuance or caused them to be\n\ncorrected.\n\n       151.    The Individual Defendants knew or recklessly disregarded the fact that the\n\nCompany\u2019s representations were materially false and misleading and/or omitted material facts when\n\nmade. In so doing, the Individual Defendants did not act in good faith.\n\n       152.    By virtue of their high-level positions and their participation in and awareness of the\n\nCompany\u2019s operations and public statements, the Individual Defendants were able to and did\n\ninfluence and control the Company\u2019s decision-making, including controlling the content and\n\ndissemination of the documents that Plaintiffs and the Class contend contained materially false and\n\nmisleading information and on which Plaintiffs and the Class relied.\n\n       153.    As set forth herein, the Individual Defendants each violated Section 10(b) of the\n\nExchange Act and Rule 10b-5, thereunder, by their acts and omissions as alleged herein. By virtue\n\nof their positions as controlling persons, the Individual Defendants are further liable pursuant to\n\nSection 20(a) of the Exchange Act.\n\n\n\n\n                                                 52\n\f         Case 3:25-cv-01441-KAD         Document 39        Filed 04/07/26     Page 55 of 56\n\n\n\n\n          154.   As a direct and proximate result of the Individual Defendants\u2019 wrongful conduct,\n\nPlaintiffs and the Class suffered damages in connection with their purchase of Tronox\u2019s common\n\nstock.\n\n                                      PRAYER FOR RELIEF\n\nWHEREFORE, Plaintiffs pray for relief and judgment, as follows:\n\n          A.     Determining that the instant action may be maintained as a class action under Rule\n\n23 of the Federal Rules of Civil Procedure, and certifying the Plaintiffs as Class representatives;\n\n          B.     Requiring Defendants to pay damages sustained by Plaintiffs and the Class by\n\nreason of the acts and transactions alleged herein;\n\n          C.     Awarding Plaintiffs and the other members of the Class prejudgment and post-\n\njudgment interest, as well as their reasonable attorneys\u2019 fees, expert fees and other costs;\n\n          D.     Granting Plaintiffs leave to amend this complaint to conform to the evidence; and\n\n          E.     Awarding such equitable/injunctive or other relief in Plaintiffs\u2019 favor as the Court\n\nmay deem just and proper.\n\n                                  DEMAND FOR JURY TRIAL\n\n          In accordance with Fed. R. Civ. P. 38(b), Plaintiffs demand a jury trial of all issues\n\ninvolved, now, or in the future, in this action.\n\n                                               Respectfully submitted,\nDated: April 7, 2026                           LEVI & KORSINSKY, LLP\n\n                                               /s/_Gregory M. Potrepka____________\n                                               Gregory M. Potrepka (ct30056)\n                                               1111 Summer Street, Suite 403\n                                               Stamford, CT 06905\n                                               Tel: (203) 992-4523\n                                               Email: gpotrepka@zlk.com\n\n                                               Lead Counsel for Plaintiffs and the Class\n\n\n\n\n                                                   53\n\fCase 3:25-cv-01441-KAD   Document 39     Filed 04/07/26     Page 56 of 56\n\n\n\n                              THE ROSEN LAW FIRM, P.A.\n                              Jacob A. Goldberg (admitted pro hac vice)\n                              101 Greenwood Avenue\n                              Jenkintown, PA 19046\n                              Tel: 215-600-2817\n                              Email: jgoldberg@rosenlegal.com\n\n                              Additional Counsel for Plaintiffs and the Class\n\n\n\n\n                                54\n\f","ocr_status":1,"date_upload":"2026-08-09T06:13:02.324942-07:00","document_number":"39","attachment_number":null,"pacer_doc_id":"04109546394","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended 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granting 27 Motion to Appear Pro Hac Vice for Attorney Phillip Kim. Signed by Clerk on 12/9/2025. (Fanelle, N.) 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