Keller v. Tronox Holdings PLC — Entry #39

Case: Keller v. Tronox Holdings PLC ctd · 3:25-cv-01441

filed September 03, 2025

What this document is

Docket entry #39 · filed April 07, 2026

Who is involved

D. John Srivisal
Dean Gautier
Jason D. Smith
John D. Romano
John Harding
Maxwell Keller
Travis Grube
Tronox Holdings PLC

Why we have it

We follow this case because it names a company we track, although that company is not a party:

Riot: its former name “Riot Blockchain, Inc.” appears in a filing in this case.
…“plainly a creation of counsel”); Takata v. Riot Blockchain, Inc., 2018 WL 5801379, at *5 (D.N.J. Nov. 6…
Applied Digital: its former name “FLIGHT SAFETY TECHNOLOGIES INC” appears in a filing in this case.
…Co-Lead Counsel. $1.2 million. • Flight Safety Technologies, Inc., (D. Conn.). Rosen Lead Counsel. $1…
Core Scientific: its name “Core Scientific, Inc.” appears in a filing in this case.
…Rosen Lead Counsel. Pang v. Levitt (Core Scientific, Inc.), No. 22-CV-1191-LY (W.D. Tex.). Rosen…

A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved October 15, 2026. Federal court filings are public records.

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Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 1 of 56

UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT

MAXWELL KELLER, individually and on
behalf of all others similarly situated, Case No. 3:25-CV-01441-KAD

Plaintiff,

TRONOX HOLDINGS PLC, JOHN D.
ROMANO, and D. JOHN SRIVISAL,

Defendants.

FIRST AMENDED CLASS ACTION COMPLAINT
FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 2 of 56

TABLE OF CONTENTS

NATURE OF THE ACTION ......................................................................................................... 2
JURISDICTION AND VENUE ..................................................................................................... 4
PARTIES ........................................................................................................................................ 5
A. Plaintiffs .............................................................................................................................. 5
B. Defendants .......................................................................................................................... 5
SUBSTANTIVE ALLEGATIONS ................................................................................................ 7
A. Background ......................................................................................................................... 7
B. Prior to the Class Period, Countries and Regions Worldwide Sought to Combat Cheap
TiO2 Pigment Dumped by Chinese Manufacturers at Anti-Competitive Prices, Creating
Opportunity for Western Hemisphere TiO2 Pigment Manufacturing Giants Like Tronox
to Absorb ............................................................................................................................. 9
C. Prior to and Throughout the Class Period, Defendants Closely Tracked and Evaluated
Monthly Sales Results and Pricing, Including in Relation to Tronox’s Competitors....... 12
D. Unbeknownst to Investors, Competitors Like Chemours Were Outcompeting Tronox in
Europe for Market Share Beginning in 1Q 2025 .............................................................. 17
DEFENDANTS MADE MATERIALLY FALSE AND MISLEADING STATEMENTS
DURING THE CLASS PERIOD .......................................................................................... 22
A. Materially False and Misleading Statements in the May 1, 2025 1Q 2025 Earnings
Presentation and on the 1Q 2025 Earnings Call ............................................................... 23
B. Materially False and Misleading Statements in the 1Q 2025 Form 10-Q Filed With the
SEC on May 1, 2025 ......................................................................................................... 31
C. Defendants’ Materially False and Misleading Statements Deceived Investors into
Believing Tronox Was Successful in Gaining Market Share, Sales Volumes, and Price
Increases in 2Q 2025 ......................................................................................................... 33
DEFENDANTS REVEALED THE TRUTH IN A SET OF DISCLOSURES MADE ON JULY
30, 2025 AND JULY 31, 2025.............................................................................................. 35
ADDITIONAL SCIENTER ALLEGATIONS ............................................................................. 39
LOSS CAUSATION ..................................................................................................................... 41
CLASS ALLEGATIONS ............................................................................................................. 44
PRESUMPTION OF RELIANCE ................................................................................................ 46
NO STATUTORY SAFE HARBOR............................................................................................ 48
COUNT I ...................................................................................................................................... 48
COUNT II ..................................................................................................................................... 51
PRAYER FOR RELIEF ............................................................................................................... 53
DEMAND FOR JURY TRIAL .................................................................................................... 53

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 3 of 56

1. Lead Plaintiff Jason D. Smith (“Lead Plaintiff”) and Additional Representative

Plaintiff John Harding (“Representative Plaintiff” and, collectively, “Plaintiffs”) bring this action

pursuant to 15 U.S.C. §§ 78j(b) and 78t(a) (“Section 10(b)” and “Section 20(a),” respectively) of

the Securities Exchange Act of 1934 (the “Exchange Act”) and 17 C.F.R. § 240.10b-5 (“Rule 10b-

5”) promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”),

individually and on behalf of themselves and all persons and entities similarly situated, other than

Defendants (defined below), who purchased or otherwise acquired common stock of Tronox

Holdings PLC (“Tronox” or the “Company”) between May 1, 2025 and July 30, 2025, inclusive

(the “Class Period”).

2. Plaintiffs allege the following based upon personal knowledge as to themselves and

their own acts, and upon information and belief as to all other matters. Plaintiffs’ information and

belief is based on the investigation of their undersigned attorneys (“Plaintiffs’ Counsel”), which

included, among other things, review and analysis of: (i) public documents, public filings, and

wire and press releases published by and regarding Tronox; (ii) Defendants’ other public

statements, including transcripts of interviews Defendants participated in; and (iii) reports of

securities and financial analysts, news articles, and other commentary and analysis concerning the

Company and the industry in which it operates.

3. Plaintiffs’ Counsel’s investigation into the matters alleged herein is continuing, and

many relevant facts are known only to, or are exclusively within, the custody or control of

Defendants. Plaintiffs believe that substantial additional evidentiary support will exist for the

allegations set forth herein after a reasonable opportunity for discovery.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 4 of 56

NATURE OF THE ACTION

4. This is a classic case of corporate executives attempting a reckless gamble to assure

the market that Tronox was competing in its most important market (Europe) at the beginning of

2025—the exact point in time that investors were primed to expect better performance because of

the finalization of European anti-dumping duties that allowed Western titanium oxide (“TiO 2”)

pigment manufacturers to reclaim market share—in the hopes that an overall TiO 2 market recovery

during later quarters of fiscal year 2025 would buoy sales enough to keep concealed that Tronox

was being outcompeted from the beginning. To accomplish this scheme, Tronox and its most

senior executives, Chief Executive Officer John D. Romano and Chief Financial Officer D. John

Srivisal, deliberately misled investors about the Company’s financial health, pricing power, and

market share. Defendants’ fraud as alleged herein caused investors massive losses.

5. Leading up to the Class Period, Chinese manufacturing capacity expansion and

post-Covid supply chain imbalances resulted in an oversupply in the global market for Tronox’s

core product: TiO2 pigment. Consequently, governments across the world, including the European

Union which governed Tronox’s largest market, imposed highly publicized anti-dumping duties

to protect against cheap Chinese imports of TiO2. This regulatory shift was widely expected to

create a massive opportunity for Western TiO2 manufacturers like Tronox.

6. Eager to project dominance in this newly protected European arena, Tronox assured

the market that it was not only capturing this newly available market share but successfully raising

prices while doing so. In reality, Tronox was secretly losing a vicious price war, bleeding market

share to its primary Western competitor The Chemours Company (“Chemours”), and concealing

this deteriorating reality from the investing public.

7. The Class Period begins on May 1, 2025, when Defendants announced their first

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 5 of 56

quarter 2025 financial results. During the earnings call and in the accompanying presentation,

Defendants presented a highly material and misleading narrative of commercial success.

Specifically, Defendants touted: A “stronger-than-normal seasonal demand uplift” led by Europe,

which they explicitly attributed to the newly finalized anti-dumping duties; that Tronox had

“successfully implemented” price increases in Europe; that the Company was actively “regaining

share where we had lost it to the Chinese historically[;]” and that and that price competition was

only happening in markets other than Europe.

8. These statements were highly material to investors. Wall Street analysts

immediately seized on these representations, with major firms like Truist Securities and Deutsche

Bank publishing reports celebrating Tronox’s “partial success implementing price increases in

Europe” and its momentum in taking market share. Investors relied on these assurances to justify

Tronox's stock price, believing the Company had successfully navigated the competitive landscape

to secure lucrative, durable growth.

9. However, Defendants knew or recklessly disregarded that their statements were

materially false and misleading. Throughout the Class Period, Defendant Romano served as

Tronox’s chief operating decision maker (CODM). In this role, Romano rigorously reviewed

competitive pricing analyses, monthly production figures, and detailed sales metrics by geography.

Furthermore, Defendants Romano and Srivisal frequently discussed their detailed monitoring of

regional pricing and competitive dynamics—including in Europe specifically—in a manner that

evidenced their review of the same in at least monthly.

10. Because of this meticulous internal tracking, Defendants knew that Tronox’s

primary Western competitor, Chemours, had already implemented a deliberate, aggressive

“strategy” to undercut Tronox’s prices and seize market share in “fair trade markets” which

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 6 of 56

included Europe. By the time Defendants spoke to investors on May 1, 2025, they already had at

least a full month of second quarter internal data proving that Tronox was being outcompeted by

Chemours. Put simply: Defendants knew they had priced themselves out of the market, yet they

told investors they were successfully raising prices and competing for European market share, and

they misleadingly touted such sources of “success” by attributing them as the cause of second

quarter financial results while omitting the material threat posed by Chemours.

11. The truth was revealed on July 30 and 31, 2025, when Tronox released its Q2 2025

financial results. The truth was devastating as Tronox was forced to slash its full year 2025 revenue

and Adjusted EBITDA guidance, and to preserve cash the Company announced reduced capital

expenditures and a 60% dividend cut. Defendant Romano was finally forced to admit that although

Tronox “had some competitive activity where some competitors actually reduced price to move

volume” that “we picked, and we lost a little volume there.” As a result, the Company’s future

earning potential was muted because the European price increases that were previously extolled

were “going to reverse.”

12. The market reaction was swift and severe. Upon learning that Tronox was actually

losing the battle for Europe, the Company’s stock price plummeted $1.95 per share—an

approximate 38% decline in a single trading day. The stock crashed from $5.14 to $3.19 per share

on unusually heavy trading volume, erasing millions of dollars in shareholder value and inflicting

massive economic damages on the Class. Plaintiffs now seek damages individually and on behalf

of the Class.

JURISDICTION AND VENUE

13. The claims asserted herein arise under §§ 10(b) and 20(a) of the Exchange Act, 15

U.S.C. § 78j(b) and § 78t(a), and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 7 of 56

§ 240.10b-5.

14. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.

§ 1331 and § 27 of the Exchange Act, 15 U.S.C. §78aa.

15. This Court has jurisdiction over each Defendant named herein because each

Defendant is an entity or individual with sufficient minimum contacts to this District so as to render

the exercise of jurisdiction by the District Court permissible under traditional notions of fair play

and substantial justice.

16. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b) and § 27 of the

Exchange Act because many of the false and misleading statements were made in or issued from

this District. Tronox is headquartered in this District, with a principal place of business located at

263 Tresser Boulevard, Suite 1100, Stamford, CT 06901.

PARTIES

A. Plaintiffs

17. Lead Plaintiff Jason D. Smith was damaged by purchasing the Tronox common

stock as set forth in his Certification of Plaintiff Pursuant to Federal Securities Laws (ECF No. 11-

3), which Plaintiffs incorporate by reference herein, at artificially inflated prices during the Class

Period, as the result of Defendants’ materially false and misleading public statements.

18. Representative Plaintiff John Harding was damaged by purchasing the Tronox

common stock set forth in his Certification and Authorization of Named Plaintiff Pursuant to

Federal Securities Laws (ECF No. 10-4), which Plaintiffs incorporate by reference herein, at

artificially inflated prices during the Class Period, as the result of Defendants’ materially false and

misleading public statements.

B. Defendants

19. Defendant Tronox Holdings PLC is a public corporation, organized and existing

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 8 of 56

under the laws of the United Kingdom with its principal place of business located in Stamford,

Connecticut. Its common stock trades on the New York Stock Exchange (“NYSE”) and is traded

under the symbol “TROX.”

20. At all relevant times, Defendant John D. Romano served as Chief Executive Officer

of Tronox and also served as a Director on the Company’s Board. Additionally, throughout the

Class Period Defendant Romano served as the Company’s chief operating decision maker

(“CODM”).

21. At all relevant times, Defendant D. John Srivisal served as Senior Vice President

and Chief Financial Officer of Tronox.

22. Defendants Romano and Srivisal are collectively referred to herein as “Individual

Defendants.”

23. The Company and the Individual Defendants are collectively referred to herein as

“Defendants.”

24. The Individual Defendants, by virtue of their high-level positions at Tronox,

directly participated in the management of Tronox and were directly involved in the day-to-day

operations of Tronox at their highest levels. As such, they were privy to confidential, proprietary

information concerning the Company and their business operations, growth, and financial

condition. As set forth below, the materially misstated information conveyed to the public was the

result of the collective actions of these individuals.

25. As senior executives at a publicly held company with common stock registered with

the SEC and traded on the NYSE, the Individual Defendants each had a duty to disseminate

prompt, accurate, and truthful information with respect to the Company’s business, operations,

financial statements, and internal controls, and to correct any previously issued statements that

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 9 of 56

were or had become materially misleading or untrue, so that the market price of Tronox’s publicly

traded common stock would be based on accurate information. Each Individual Defendant violated

these requirements and obligations during the Class Period.

26. As a result of their positions of control and authority as senior executives, the

Individual Defendants were able to and did control the content of the public statements issued by

Tronox during the Class Period. Each Individual Defendant had the ability to correct the statements

or prevent them from being released into the public sphere. Accordingly, the Individual Defendants

are responsible for the accuracy of the materially false and misleading public statements detailed

in this complaint.

27. As a result of their positions of control and authority as senior executives, the

Individual Defendants had access to adverse, undisclosed information about Tronox’s business,

operations, financial statements, and internal controls through their access to internal corporate

documents and conversations with other corporate officers and employees. The Individual

Defendants knew or recklessly disregarded that these adverse undisclosed facts rendered the

positive representations made by or about the Company materially false and misleading.

SUBSTANTIVE ALLEGATIONS

A. Background

28. Tronox purports to be the world’s largest vertically integrated manufacturer of

titanium oxide or “TiO2” pigment—meaning it operates and controls all processes from the

procurement of raw titanium-bearing mineral deposits through the sale of its pigment products

including mining, separation, beneficiation (the process of enhancing the economic value of the

titanium deposits by increasing the concentration of titanium), pigment manufacturing, and other

processes.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 10 of 56

29. TiO2 pigment is used in a wide range of products due to its ability to impart

whiteness, brightness, and opacity. “Whiteness” as a physical property refers to how closely a

surface reflects all visible light equally, because white light is perceived by the human eye when

it detects a balance of all colors of the visible spectrum. “Brightness” as a physical property refers

to the visual perception of the intensity of light reflected by an object. “Opacity” as a physical

property refers to the object’s impenetrability to radiation (such as visible light).

30. TiO2 pigment is used extensively in the manufacture of paint and other coatings,

plastics and paper, and in a wide range of other applications. Moreover, it is a critical component

of everyday consumer applications due to its superior ability to cover or mask other materials

effectively, and efficiently, relative to alternatives. Throughout the Class Period, Defendants

represented that there were no effective substitutes for TiO 2 pigment for consumer applications,

because no other white pigment has the physical properties for achieving comparable opacity and

brightness or can be incorporated as cost effectively.

31. TiO2 pigment’s use in coatings that are necessary in the architectural, automotive,

and general industrial end markets means that, under normalized conditions, Tronox experiences—

and investors expect—seasonally higher demand, sales volumes, and cash flows in the Company’s

second and third fiscal quarters when regions in the northern hemisphere experience spring and

summer and increased associated painting activity.

32. In addition to TiO2 pigment, Tronox sells various co-products and by-products of

the TiO2 mining and refining processes, including zircon, pig iron, and monazite. However,

throughout the Class Period, the Company operated under one operating and reportable segment:

its “Tronox” segment. Nonetheless, in every quarterly and annual SEC report, the Company

disaggregated its net revenue by product type and geographic area.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 11 of 56

33. However, as shown in Figure 1 below, leading up to and throughout the Class

Period, the Company’s business has been overwhelmingly dominated by TiO 2 net sales:

Figure 1

1Q 2024 2Q 2024 3Q 2024 4Q 2024 1Q 2025 2Q 2025
TiO2 $605MM $653MM $616MM $533MM $584MM $587MM
Zircon $88MM $85MM $74MM $75MM $69MM $68MM
Other $81MM $82MM $114MM $68MM $85MM $76MM

34. Furthermore, as shown in Figure 2 below, leading up to and throughout the Class

Period, the Company’s business has been led by European net sales, with Tronox’s EMEA

(Europe, Middle East and Africa) region outpacing all others:

Figure 2

1Q 2024 2Q 2024 3Q 2024 4Q 2024 1Q 2025 2Q 2025
EMEA $309MM $308MM $332MM $242MM $312MM $299MM
North America $192MM $222MM $212MM $170MM $198MM $207MM
Asia Pacific $227MM $239MM $206MM $207MM $182MM $184MM
South & Central $46MM $51MM $54MM $57MM $46MM $41MM
America

35. Indeed, on July 31, 2025, during a conference call jointly presented by Defendants

Romano and Srivisal to report earnings for the quarter ended June 30, 2025 (the “2Q 2025 Earnings

Call”), Defendant Romano acknowledged that Europe was a “key” market for the Company during

the Class Period.

B. Prior to the Class Period, Countries and Regions Worldwide Sought to Combat
Cheap TiO2 Pigment Dumped by Chinese Manufacturers at Anti-Competitive
Prices, Creating Opportunity for Western Hemisphere TiO 2 Pigment
Manufacturing Giants Like Tronox to Absorb

36. Aided by enormous titanium-bearing feedstocks, industrial wages approximately

70% to 80% lower than Western counterparts (and fewer environmental controls), cheap raw

materials and electricity prices, and economies of scale from its developed manufacturing base,

Chinese companies over the past twenty years have expanded aggressively into mining heavy

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 12 of 56

mineral sands containing titanium-bearing raw materials like ilmenite, and upstream

manufacturing, resulting in an extreme level of vertical integration that transformed a worldwide

titanium supply chain into one increasingly centered on China.

37. Indeed, where Chinese companies’ TiO2 manufacturing capacity represented

approximately one percent of global requirements in 2000, it ballooned to over fifty-five percent

of global demand in 2024.

38. China’s rise in TiO2 pigment manufacturing leading up to the Class Period

coincided with production retrenchment for other global manufacturers whose manufacturing

capacity historically has been tied to boom and bust macroeconomic cycles.

39. Because TiO2 pigment’s end-use applications (e.g., primers and paint coatings) are

heavily dependent on prevailing economic conditions, the TiO 2 pigment industry has historically

experienced cyclical pricing volatility where producers expand capacity when prices are high,

leading to eventual periods of low utilization and compressed margins once supply exceeds

demand. As an example, in 2011, aggressive pricing behavior from producers drove prices to what

remains a peak at ~$5,000 per metric ton in mid-2012, which in turn led to significant capacity

expansion, particularly in China – this drove an industry-wide pricing trough from mid-2012

through early 2016, at which point most major producers were operating at a loss.

40. As global demand surged following the Covid-19 pandemic—including for

products containing TiO2 pigment—and much of the world experienced a well-publicized supply

chain shock, TiO2 pigment manufacturers increased production and many such companies outside

of China (including Tronox and Chemours) increased prices. Simultaneously, Chinese TiO 2

pigment manufacturers who were growing their capacity, were decelerating TiO 2 pigment sales

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 13 of 56

domestically in China due to a cooling Chinese real estate market and looking to export product

to overseas buyers.

41. Thus, in late 2022 and early 2023, as post-pandemic demand declined, the

combination of increased global manufacturing capacity that exceeded demand and cheaper,

available Chinese TiO2 pigment, ushered in another cyclical demand trough.

42. Beginning in 2023 and afterward, many country and territorial governments

instituted anti-dumping duties on Chinese TiO2 pigment manufacturers to protect companies

within their territorial limits. For example, on January 9, 2025, the European Commission (the

executive arm of the European Union) imposed final duties on Chinese TiO 2 pigment

manufacturers like LB Group (i.e., Lomon Billions) and Anhui Jinhe Star (i.e., Anhui Gold Star

Group). See Commission Implementing Regulation (EU) 2025/4.

43. In an Equity Research Report initiating coverage on Tronox dated January 27,

2025, analyst Truist Securities summarized recent global anti-dumping duties on Chinese firms as

follows:

Summary of anti-dumping activities against Chinese exports

Several jurisdictions are in the process of exploring placing anti-dumping duties on
imports from China, which we believe have the potential to support improved
volumes in 2025-26 for Western producers above overall market growth, as well as
to support our expectations for higher-trending TiO2 prices. Jurisdictions recently
implementing or pursuing the implementation of incremental anti-dumping
provisions include:

 Brazil: In October 2024, Brazil announced preliminary anti-dumping duties
on Chinese TiO2 producers ranging from $578-$1,773/MT. This is a
provisional measure intended to last six months, with a final ruling
scheduled to be announced in April 2025. 6% of TROX production capacity
is located in Brazil.
 European Union: In July 2024, the European Commission (EC) imposed
provisional six-month antidumping duties on imports from Chinese TiO2
producers based on a % of the import price. Final antidumping duties,
ranging from €0.25 to €0.74 per kg (highest rate applies to LB Group), were

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 14 of 56

ratified in November 2024 and will be effective for five years beginning in
January 2025. 27% of TROX capacity is located in Europe.
 Saudi Arabia: In October 2024, the Saudi General Authority of Foreign
Trade launched an anti-dumping investigation into TiO2 imports from
China. 19% of TROX production is based in Saudi Arabia.
 India: In March 2024, the government of India initiated an investigation
into potential anti-dumping actions against Chinese producers – the
investigation is ongoing.
 Eurasian Economic Union: In August 2024, the EAEU (consisting of
Russia, Armenia, Belarus, Kazakhstan, Kyrgyzstan) implemented anti-
dumping duties for a period of five years on Chinese producers, at a rate
ranging from 14.3-16.25%.

44. As these anti-dumping duties rolled out, including in Europe, Defendants

monitored the immediate effects. For example, on August 2, 2024, speaking during the Company’s

earnings call for the second fiscal quarter of 2024 for himself and Defendant Srivisal (his joint

presenter), Defendant Romano spoke about the global demand environment and the effect of anti-

dumping legislation stating, in pertinent part: “In addition to the [demand] recovery, we’ve also

seen the launch of several anti-dumping investigations. Most notably, the EU announced a

provisional duty last month on Chinese imports, while Brazil and India each have investigations

underway. We believe these efforts will be a benefit in the medium and long-term, and we will

continue to monitor the short-term impacts from these announcements.”

45. Accordingly, with tariff protection from Chinese imports, Western TiO 2 pigment

manufacturers rushed to compete for market share in territories where anti-dumping duties went

into effect—including the large and important European market, and the Individual Defendants

were vigilant of the results, including with line of sight into “short-term impacts[.]”

C. Prior to and Throughout the Class Period, Defendants Closely Tracked and
Evaluated Monthly Sales Results and Pricing, Including in Relation to Tronox’s
Competitors

46. In response to numerous accounting scandals in the 1990s and 2000s, Congress

passed the Sarbanes Oxley Act of 2002 (“SOX”). SOX authorized the SEC, in pertinent part, to

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 15 of 56

recognize generally accepted accounting principles (“GAAP”) established by a standard-setting

body meeting certain criteria, as the SEC “deems necessary or appropriate in the public interest or

for the protection of investors.” 15 U.S.C. §7218(b); 15 U.S.C. § 77s(b). In response, the SEC

reaffirmed the Financial Accounting Standards Board (“FASB”) as the designated GAAP standard

setter and implemented Regulation S-X requiring publicly traded companies to prepare financial

statements in accordance with GAAP. SEC Release No. 33-8221/Financial Reporting Release No.

70 (“Policy Statement: Reaffirming the Status of the FASB as a Designated Private-Sector

Standard Setter”); 17 C.F.R. § 210.4-01(a)(1).

47. The FASB’s Accounting Standards Codification (“ASC”) require the disclosure of

a chief operating decision maker (“CODM”) for each operating segment within a publicly traded

company who will “regularly review[]” operating results “to make decisions about resources to be

allocated to the segment and assess its performance.” §§ 280-10-50-1, 280-10-50-21(c).

48. Before and throughout the Class Period, Tronox designated Defendant Romano as

the Company’s CODM for its lone Tronox operating segment. Defendants acknowledge that in

this role, throughout the Class Period, Defendant Romano received “monthly” information

containing production figures, refreshed future sales forecasts intended to “monitor” against actual

results, and financial metrics (including the sales forecasts) that Defendant Romano used to

perform monthly “competitive analysis” in order to benchmark Tronox’s performance against its

competitors. Indeed, in the Company’s annual report filed with the SEC on Form 10-K on February

19, 2025 (the “2024 Form 10-K”), Defendants admitted, in pertinent part:

The Company's chief operating decision maker (“CODM”), who is the CEO,
reviews financial information presented at the consolidated level and decides how
to allocate resources based on financial metrics, including net income. In addition
to these financial metrics, the CODM also reviews monthly production figures
along with future global sales demand forecasts to make decisions about ongoing
production levels and how to allocate resources. The measure of segment assets is

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 16 of 56

reported on the balance sheet as total consolidated assets. The CODM uses such
financial metrics, including net income, to evaluate income generated from segment
assets (return on assets) in deciding whether to reinvest profits into the segment or
into other parts of the organization, such as working capital needs, mandatory and
discretionary capital expenditures, servicing our interest and debt repayment
obligations, cash taxes, and making pension contributions.

Net income, other financial metrics, production costs and sales forecasts are used
to monitor budget versus actual results. The CODM also uses these financial
metrics as a percentage of sales in competitive analysis by benchmarking to
Tronox’s competitors. The competitive analysis along with the monitoring of
budgeted versus actual results are used in assessing performance of the segment
and in establishing management’s compensation. The reported segment revenue,
segment profit or loss and significant segment expenses are the same as the
consolidated results disclosed on the consolidated statement of operations, except
as noted below. As noted above, the CODM also determines how to allocate
resources through his review of monthly production / manufacturing costs.

49. According to Tronox’s 2024 Form 10-K, Tronox considers the following as its

competitors: “We face competition from global competitors with headquarters in Europe, the

United States and China, including Chemours, LB Group, Kronos Worldwide Inc., INEOS, and

Venator. In addition, we compete with numerous regional producers particularly in Eastern Europe

and China.”

50. Furthermore, Defendants repeatedly stated publicly that throughout the Class

Period, they tracked Tronox’s pricing (a key determinant of the Company’s sales) by region and

in relation to competitors, such that a competitive pricing analysis was already available and

reviewed by Defendants Romano and Srivisal on the last day of a month.

51. For example, during the 2Q 2025 Earnings Call, Defendant Romano was asked a

question by a Morgan Stanley & Co. LLC analyst about “increased pressure” on pricing from

competitors in Europe. Defendant Romano admitted that as of that day (the last day in July 2025),

“we” (i.e., he and his only co-presenter on the call—Defendant Srivisal) “already know what

happened in July” in relation to European demand and pricing:

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 17 of 56

Justin Pellegrino
Okay, that makes sense. And then just one follow-up. You noted that you saw the
bit of increased pressure [from competitors] in Europe in 2Q. Can you just give
us an idea of what you're thinking about sequentially for Europe as it relates to
demand for product as well as price? Just as those duties are still in play, given the
increase we saw in Q1, then kind of followed by the decrease in Q2, what are you
thinking of sequentially for Q3?

John D. Romano
Yeah, so we don't -- I'm not going to provide a guide on pricing by region, but I
will say that factored into the guide for Q3, there's 2% to 3% move on price, on the
downside, that's in the guide. When we start thinking about Europe, in general,
we're not seeing a tremendous amount of downward movement. It's more in line --
it's a holiday season right now, so August is typically a low month, but we already
know what happened in July, and September is forecasted to move in the right
zone.

52. Likewise, on May 1, 2025, during a conference call jointly presented by

Defendants Romano and Srivisal to report earnings for the quarter ended March 31, 2025 (the “1Q

2025 Earnings Call”), Defendant Romano was asked a question by an Alembic Global Advisors

LLC analyst about purported “pricing momentum” in Europe. Acknowledging that the Individual

Defendants did not speak much about the second quarter specifically because the Company

provided full-year guidance, Defendant Romano nevertheless demonstrated that as of that day

“we” (again, he and Defendant Srivisal) understood what was happening with respect to Tronox’s

pricing and competitors’ pricing during the second quarter, which had started just one month prior:

Hassan I. Ahmed
I just wanted to revisit – thanks so much. So just wanted to revisit the sort of bunch
of questions about the full year guidance. I mean, if I am understanding what you
guys said correctly, you know, particularly as it pertains to the second half being
stronger than the first half, you know, part of it is predicated on sort of lower cost
tons because of the shutdown of Botlek. Part of it is, you know, the cost cutting
program sort of getting into effect.

But if I heard correctly, you guys also mentioned, you know, gaining pricing
momentum. So I'm just trying to sort of reconcile that, that historically, obviously,
as we move away from the seasonally strong time period, you know, which tends
to be the, call it, spring/summer time period, it gets harder and harder for the

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 18 of 56

industry to get that pricing. So I'm just trying to assess, you know, what gives you
that comfort level that you will indeed get that pricing in the second half?

So when we think about our second quarter price, there's still some competitive
activity in other regions, so that's puts and takes on where we are on price. But I
would say our price will be flat to slightly up this quarter, depending upon how we
manage some of this competitive activity. But we are getting pricing in Europe.
And when we think about, is that a demand profile increase? No. That's due to a
shift in the supply base.

53. Similarly, on February 13, 2025, during a conference call jointly presented by

Defendants Romano and Srivisal to report earnings for the year and quarter ended December 31,

2024 (the “4Q 2024 Earnings Call”), Defendant Romano was asked a question by a BMO Capital

Markets Corp. analyst about the “pricing environment” in Europe. Defendant Romano again

acknowledged that as of that day “we” (he and Defendant Srivisal) understood the competitive

dynamics of pricing “movement” by geography “in the first quarter” which had started a little over

one month prior:

John McNulty
So, a question on the pricing environment. Can you speak to what's driving what
sounds like slightly softer pricing in the first half of the year, especially given that
we do have some of the tariffs in place now? And I would have thought that would
have at least contributed a little bit to an improving pricing environment. So, can
you help us to think about that and also speak to maybe some of the competitive
issues that you – that you've alluded to in the prepared remarks?

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 19 of 56

significant move, but there is a lot of, I would say, competitive activity in certain
regions of the world and we're responding to that where we feel there's critical
market share that we don't want to lose. That being said, there's also some
opportunities where we've gotten some price increases.

And as we think about what's happening in Europe with regards to the traction we're
starting to get from some of the activity that's happened from duties, you've already
probably seen some other competitors have announced increases, and we would
expect that we'll start to see an opportunity for that to happen. But again, it's that
recovery period. As the market starts to recover, it's going to be a little bit slower.
And as the market starts to pick up, and we mentioned in the prepared comments
that there was some other duty activity that's happening in India now where we
would expect to see definitive duties possibly as early as the second quarter, we'll
start to see opportunities for price movement.

54. Later during the 4Q 2024 Earnings Call, a JPMorgan Chase & Co. analyst asked

Defendant Romano to provide additional color regarding which regions were presently seeing

price increases. In response, Defendant Romano again acknowledged Defendants’ then-present

insight as to the intra-quarter results, stating, in pertinent part:

Jeffrey J. Zekauskas
Which are the geographic regions where prices are going down and which of the
geographic regions where prices are going up?

John D. Romano
Yeah. We don't typically provide a lot of guidance on regional pricing, but I'll give
you some color. As I mentioned, in Europe, we have seen some competitive activity
on pricing. And at the same time, in some areas in Europe, we're starting to get
price traction. So, Brazil, we're starting to see some opportunities to move price in
the upwards direction. So, in the first quarter, I'd say, it's a bit of a mix.

55. Accordingly, Defendants disclosed publicly throughout the Class Period that

Defendants Romano and Srivisal were able to review pricing results by geography, and in relation

to competitors, on a monthly basis and analyze how that affected demand, sales, and sales

forecasts, among other financial metrics.

D. Unbeknownst to Investors, Competitors Like Chemours Were Outcompeting
Tronox in Europe for Market Share Beginning in 1Q 2025

56. During the 4Q 2024 Earnings Call, Defendants announced that in response to

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 20 of 56

European Commission’s anti-dumping duties, they would be able to see better pricing (i.e., that

Tronox could raise prices) in its key European market. Specifically, when asked by analysts about

pricing opportunities given the tariff relief, Defendants responded that Tronox had already raised

prices in Europe in 1Q 2025. For example, responding to a BMO Capital Markets analyst,

Defendant Romano differentiated Europe from places where the Company would see pricing

competition, and represented Tronox had already raised prices in Europe, stating, in pertinent part:

John D. Romano
Yeah. Thanks, John. So, when we think about -- again, we're providing annual
guidance, so we're not going to provide a lot on the quarter. But when we think
about pricing and kind of the cadence that happened in the fourth quarter, we're
talking about this similar kind of movement in the first quarter. So, it's not a
significant move but there is a lot of, I would say, competitive activity in certain
regions of the world. And we're responding to that where we feel there's critical
market share that we don't want to lose. That being said, there's also some
opportunities where we've gotten some price increases

And as we think about what's happening in Europe with regards to the traction
we're starting to get from some of the activity that's happened from duties, you've
already probably seen some other competitors have announced increases, and we
would expect that we'll start to see an opportunity for that to happen. But again, it's
that recovery period. As the market starts to recover, it's going to be a little bit
slower. And as the market starts to pick up, and we mentioned in the prepared
comments that there was some other duty activity that's happening in India now
where we would expect to see definitive duties possibly as early as the second
quarter, we'll start to see opportunities for price movement.

But it's a bit of a mix where we're protecting some share in some areas, but we're
also getting price. It's not a significant move. I guess the point is there's still a little
downward movement where we would expect upward movement in the second
half.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 21 of 56

57. Defendants were pressed for further detail about price increases by a JPMorgan

Chase analyst during the 4Q 2024 Earnings Call, and Defendant Romano again, touted Tronox’s

price hikes during the “first quarter” encouragingly, stating: “As I mentioned, in Europe, we have

seen some competitive activity on pricing. And at the same time, in some areas in Europe, we're

starting to get price traction. So, Brazil, we’re starting to see some opportunities to move price in

the upwards direction. So, in the first quarter, I’d say, it's a bit of a mix.”

58. At the same time, Chemours, one of Tronox’s Western competitors vying for market

share ceded by Chinese manufacturers, was already executing an orchestrated “strategy” that

Chemours would implement when European Union anti-dumping duties went into effect designed

to gobble up market share by underpricing firms like Tronox.

59. Indeed, on August 6, 2025, after the Class Period, Chemours held a conference call

with securities analysts to discuss Chemours’ 2Q 2025 results (the “2Q 2025 Chemours Call”).

During the 2Q 2025 Chemours Call, Denise M. Dignam, Chemours’ President, CEO, and Director,

disclosed that in 2Q 2025, Chemours’ TiO2 business “delivered overall results ahead of our previous

guidance with sequential net sales up 10%, supported by increased volumes of 9% paired with

overall flat pricing. In this weaker demand environment, our team executed well, securing increased

volumes across all of our regions.”

60. During the question-and-answer portion of the 2Q 2025 Chemours Call, Ms.

Dignam explained that Chemours’ TiO2 “strategy” since “we started this” was to compete

aggressively in “fair trade markets” i.e., in markets like Europe that had enacted anti-dumping

duties that opened up market share previously owned by low-cost Chinese manufacturers. For

example, in response to a question from a Goldman Sachs analyst about Chemours’ “biggest

competitor, Western competitor” (Tronox), Ms. Dignam stated:

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 22 of 56

Duffy Fischer
Yeah. Good morning. I was hoping you could talk first about what your strategy is
in TiO2 currently? Historically, you've been stronger on price and have given up
volume to peers in weak periods. This quarter, if you look, your pricing year-over-
year was 4% weaker than your biggest competitor, Western competitor, your
volumes were 10% better. So, it's pretty clear you are much more aggressive in the
market than they were this quarter. Is that a structural change in your strategy to
be more volume-driven? And if so do you think there will be a competitive response
from them?

Denise M. Dignam
Thanks for the question, Duffy. I mean we are really confident and clear in our
strategy and when we started this we really looked at we need to be lowest cost
manufacturer. We took out our high-cost capacity and we talked about the fact that
we are going to continue to do that in our assets and we're going to gain share in
fair trade markets. We look whenever we have an opportunity, we have a very
diligent process. We evaluate all opportunities. I'm confident in our strategy to
driving lower cost and achieving share gain in those fair trade markets. I really
can't comment on what the response of the competitors will be. But I think it's been
really positive signs when you think about what's going on with the capacity that's
been taken out of the market. We believe there's at least 400 kilotons that have been
taken out. And just even looking at the export data from China, significant
reductions year-over-year, quarter-over-quarter, even into Brazil and in India
[which] still do not have the firm duties or tariffs in place. So again we're focused
on lowest cost and gaining share in fair trade zones.

61. Later during the 2Q 2025 Chemours Call, an analyst from Alembic Global Advisors

summarized the “battle[]” between Tronox and Chemours in 2Q 2025, stating:

I just wanted to revisit the earlier question, get a little more granular around [TiO2]
and the 9% sequential uptick you guys saw in volumes versus one of your largest
competitors sequentially reporting a 2% decline. I mean my understanding is that
that Europe sort of became the battleground, with the whole sort of antidumping
stuff going on over there. And it just seems that you guys were very aggressive on
pricing.

62. Ms. Dignam rejected that Chemours would further compete for market share by

“dropping” prices from where they were, but acknowledged Chemours’ “strategy” had been to

focus on “winning in the marketplace[,]” which necessarily meant out-pricing competitors like

Tronox.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 23 of 56

63. The “strategy” Ms. Dignam repeatedly referred to was a multi-pronged strategic

plan titled “Pathway to Thrive” that Chemours had discussed in each of its quarterly earnings

announcements since November 4, 2024, when Chemours announced results for the third quarter

ended September 30, 2024. Thus, When Ms. Dignam stated that Chemours had been “clear in our

strategy and when we started this” with respect to the twin goals of lowering costs and “gain[ing]

share in fair trade markets[,]” she was referring to a consistent and orchestrated plan from the

outset of the Pathway to Thrive initiative to take advantage of anti-dumping legislation and

immediately compete for market share.

64. The existence of this market share and pricing “strategy” even before the Class

Period is obvious from Chemours’ and Ms. Dignam’s earlier statements. For example, on February

18, 2025, during Chemours’ earnings call reporting results for the fourth quarter and year end of

2024, Ms. Dignam explained that Chemours’ “strategy’ of gaining market share for TiO 2 pigment,

in areas like Europe who had enacted anti-dumping duties, was already underway, stating in

pertinent part, “We also see green shoots in our TT [TiO2] business, and we're really laser focused

on delivering on Pathway to Thrive…..[w]hen we talk about some of the green shoots we're seeing,

it's really around some share gain that we're seeing in Europe. I would say it's still early days as

you think about the antidumping impact.”

65. Similarly, on May 7, 2025, just six days after Defendants’ false and misleading

statements alleged herein and during Chemours’ earnings call reporting results for the first quarter

of 2025, Ms. Dignam refused to talk about “forward pricing” for TiO 2 pigment, but referred to

Chemours’ strategy of competing in “fair trade” zones as already having been successful in the

first quarter in gaining market share. Specifically, Ms. Dignam stated the following, in response

to a Truist Securities analyst:

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 24 of 56

Peter Osterland
First, I just wanted to ask on TiO2 pricing. How have TiO2 prices been trending in
the more regulated markets where you're seeing stronger volume growth? Was any
of the sequential decline for pricing in the first quarter in those markets? And what
are you expecting from pricing in those markets in the second quarter and beyond?

Denise M. Dignam
So thanks, Pete, for the question. We really don't want to talk about forward pricing.
What I can tell you is that we see stabilization in the -- what we're calling the fair
trade markets. We see stabilization in price and we see actually -- we've had volume
increases in those markets as well.

66. Thus, with Tronox deploying price increases in Europe at very latest by February

13, 2025, when Defendants held the 4Q 2024 Earnings Call, and Chemours simultaneously

deliberately having developed and deployed a “strategy” to take advantage of competitors whose

prices were higher in the immediate wake of the European anti-dumping duties becoming final

(which began in January 2025), Tronox was necessarily pricing its TiO 2 pigment above market

rates for months (and consequently, losing market share) before the beginning of the class period

on May 1, 2025.

67. Because Defendants admittedly performed “competitive analysis” of Tronox’s

sales performance each month, such that the Individual Defendants actually knew such results as

of the close of every month, Defendants knew as of May 1, 2025 (the first day of the Class Period)

that Tronox was being outcompeted by Chemours throughout April 2025 in the race to attain TiO 2

market share in Europe.

DEFENDANTS MADE MATERIALLY FALSE AND MISLEADING STATEMENTS
DURING THE CLASS PERIOD

68. Throughout the Class Period, Defendants made materially false and misleading

statements concerning Tronox’s European TiO2 demand, pricing, market share, sales volumes, and

revenue. These misrepresentations created the misimpression that the European Union’s final anti-

dumping rules allowed Tronox to successfully sustain higher prices and compete for share in

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 25 of 56

Europe, while omitting the highly material facts that competitors like Chemours had deployed a

“strategy” to decrease prices as soon as the rules when into effect, and as a result, Tronox was

experiencing pressure on its demand, pricing, market share, sales volumes, and revenue.

69. Plaintiffs assert that all statements set forth below that are designated with yellow

highlights (added within misleading slide presentations) or bolded and underlined (example) were

materially false and/or misleading for the reasons set forth therein when made. Non-bolded and

underlined statements are included for context.

A. Materially False and Misleading Statements in the May 1, 2025 1Q 2025 Earnings
Presentation and on the 1Q 2025 Earnings Call

70. The Class Period begins on May 1, 2025, when Defendants disclosed the

Company’s results for the first quarter ending March 31, 2025. That morning, before the market

opened, the Individual Defendants held the 1Q 2025 Earnings Call Along with the transcript of the

1Q 2025 Earnings Call, Defendants also uploaded a presentation to the Company’s Investor

Relations webpage (the “1Q 2025 Earnings Presentation”).

71. In the 1Q 2025 Earnings Presentation, Defendants made a series of representations

generating the materially false impression that, despite an entire third of 2Q 2025 (during which

Defendants admit Tronox was being outcompeted regarding European market share) already

having expired, and Chemours already executing its “strategy” of outcompeting with Western

manufacturers like Tronox for European market share since at least February 2025, Tronox was

successful in absorbing European market share and enacting durable, market-rate price increases.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 26 of 56

72. Specifically, the 1Q 2025 Earnings Presentation contained the following slides:

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 27 of 56

73. The foregoing statements were materially false and misleading when made

because: (i) Defendants falsely touted incremental growth in “European demand[,]” European

TiO2 sales volumes, and European TiO2 revenue due to the “anti-dumping duties” as a

“[h]ighlight[]” and in a misleadingly rosy light, without disclosing the material fact that Chemours

was simultaneously successfully executing a strategy of outcompeting Tronox for sales volumes

and market share, and the attendant revenues therefrom; (ii) by touting “[h]igher growth in Europe”

and separately excluding Europe from areas of “increased competitive activity[,]” Defendants

generated a materially false impression that Tronox was not then experiencing price and market

share competition, which it was because of Chemours’ strategy in “fair trade” markets; (iii)

Defendants falsely represented TiO2 pricing headwinds as “anticipated” when, in reality,

Defendants were losing a price war that resulted in Tronox being outcompeted for valuable

European market share and jeopardized the price increases that Tronox had just instituted in that

market; and (iv) Defendants misleadingly put TiO2 “pricing pressure” at issue without disclosing

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 28 of 56

thematerial fact that the pricing headwinds were occurring in Europe, where Tronox had recently

touted as a region supporting price increases.

74. During the 1Q 2025 Earnings Call, in prepared remarks, Defendants Romano and

Srivisal made materially false and misleading statements explaining the materially false and

misleading slides contained in the 1Q 2025 Earnings Presentation. Specifically, the Individual

Defendants stated, in pertinent part:

John D. Romano
Thanks, Jennifer, and good morning, everyone. We'll begin this morning on slide
4 with some key messages from the quarter. We realized a stronger than
normal seasonal demand uplift in TiO2 volumes in Q1 with an increase of 12%
from the Q4 of 2024. Europe led the sequential growth bolstered by anti-
dumping duties. We are beginning to see the expected benefits from the duties
that were finalized in the EU in January, resulting in sales volumes recovering
to levels not seen since the second quarter of 2021 in Europe. North America
also realized stronger seasonable trends while competitive activity in Latin
America, the Middle East, and Asia continued to exert pressure on sales.
Zircon sales were lower, both compared to the prior year and sequentially due to a
slower start in China as expected. Additionally, despite increased competitive
dynamics across all products, average pricing for the quarter came in as
anticipated with TiO2 and Zircon both down 2% sequentially ….

D. John Srivisal
Thank you, John. Turning to slide 5. We generated revenue of $738 million, an
increase of 9% sequentially driven primarily by higher TiO 2 sales volumes.
Loss from operations was $61 million in the quarter. We reported net loss of $111
million, which includes $87 million of restructuring and other charges, primarily
non-cash costs relating to the idling of Botlek. While our loss before taxes was $106
million, our tax expense was $5 million in the quarter as we do not realize tax
benefits in jurisdictions where we are realizing losses. Adjusted diluted earnings
per share was a loss of $0.15. Adjusted EBITDA in the quarter was $112 million
and our adjusted EBITDA margin was 15.2%. Our free cash flow was a use of $142
million, including $110 million of capital expenditures. Now, let's move to the next
slide for a review of our commercial performance. TiO2 revenues decreased 3%
versus the year-ago quarter, driven equally by a 1% decreases in sales volumes,
price including mix, and unfavorable exchange rates. Sequentially, TiO2
revenues increased 10% as a higher than typical seasonal demand uplift drove
a 12% increase in volumes led by European demand, as John referenced
earlier. This was partially offset by a 2% decrease in average selling prices,
including mix.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 29 of 56

75. The foregoing statements were materially false and misleading when made

because: (i) Defendants falsely touted incremental growth in European demand, European TiO 2

sales volumes, and European TiO2 revenue due to the “anti-dumping duties” as a “key message[]”

and in a misleadingly rosy light, without disclosing the highly material fact that Chemours was

simultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and

market share, and the attendant revenues therefrom; (ii) by touting European growth and “the

expected benefits” of Europe’s anti-dumping duties, and separately excluding Europe from areas

of increased “competitive activity[,]” Defendants generated a materially false impression that

Tronox was not then experiencing price and market share competition, which it was because of

Chemours’ strategy in “fair trade” markets; (iii) Defendants falsely represented TiO 2 pricing

headwinds as “anticipated” when, in reality, Defendants were losing a price war that resulted in

Tronox being outcompeted for valuable European market share and jeopardized the price increases

that Tronox had just instituted in that market; and (iv) Defendants misleadingly put TiO 2 pricing

pressure at issue without disclosing the highly material fact that the pricing headwinds were

occurring in Europe, where Tronox had recently touted as a region supporting price increases.

76. During the question-and-answer portion of the 1Q 2025 Earnings Call, Defendant

Romano fielded the very first question, in which a Truist Securities analyst pinpointed the need

for explanation concerning the TiO2 sales volumes and “winning market share” “over the last few

months” that Defendants had misleadingly touted in their prepared remarks. Defendant Romano

stated in pertinent part:

Peter Osterland
Hey. Good morning. Thanks for taking the questions. So first, I was just wondering
if we could get an update on how your expectations for TiO 2 volume growth are
shaping up this year? I know there's a couple of pieces there with underlying end-
market demand as well as any above-market growth from winning market share.
How is your outlook for the growth you would get this year from each of those

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 30 of 56

evolved over the last few months?

John D. Romano
Yeah. Thanks for the question. So from the standpoint of growth, again, we made
reference that as we go through the year, we're going to start to see a lift in the TiO 2
demand. And it's largely driven from the duties that are in Europe already on the
anti-dumping and the assumptions that we've made with regards to India and Brazil
in the second half of the year. So what we're expecting in India is that we should
have a final results on duties at the third week of May. And in June, towards the end
of June, we should have a decision on Brazil. So the volume that we're seeing as
far as growth is largely driven by the duties in the areas where the anti-
dumping has taken effect. We also saw in the first quarter, as I mentioned in
the prepared comments, North America and Europe was up significantly.
Again, Europe was driven by largely the duties, but North America's volume has
picked up as it had seasonally. So, it was a good move in North America. Still seeing
some competitive activity in Latin America, Asia Pacific and the Middle East.
But as we get into the second half of the year, we are still anticipating to see that
growth on the TiO2 demand in the regions that I just referenced.

77. The foregoing statements were materially false and misleading when made

because: (i) Defendant Romano falsely touted incremental growth in European demand, European

TiO2 sales volumes, and European TiO2 revenue due to the “anti-dumping” duties as a “key

message[]” and in a misleadingly rosy light, without disclosing the highly material fact that

Chemours was simultaneously successfully executing a strategy of outcompeting Tronox for sales

volumes and market share, and the attendant revenues therefrom; and (ii) by touting European

growth, and separately excluding Europe from areas of increased “competitive activity[,]”

Defendant Romano generated a materially false impression that Tronox was not then experiencing

price and market share competition, which it was because of Chemours’ strategy in “fair trade”

markets.

78. Later, a UBS Securities analyst directly asked Defendants to “size the expectations

that you have for maybe the [market] share opportunity that you can recapture” in regions,

including Europe, that had enacted anti-dumping duties for TiO2 pigment or were considering

them. Defendant Romano stated unequivocally: “So, let's go back and take a look at what was

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 31 of 56

historically being exported into the European market from China, and it was, call it 270,000-ish

tons a year. And so, you've seen the lift and we're getting our share of the growth as China

has pulled back on their exports into that region.”

79. The foregoing statement was materially false and misleading when made because

Defendant Romano falsely touted incremental growth in European market share and in a

misleadingly rosy light, without disclosing the highly material fact that Chemours was

simultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and

market share, and the attendant revenues therefrom.

80. Later during the 1Q 2025 Earnings Call, Defendants were directly asked by an

analyst from Alembic Global Advisors about the Company’s TiO 2 pigment pricing. Defendant

Romano falsely stated, in pertinent part:

Hassan I. Ahmed
…. But if I heard correctly, you guys also mentioned, you know, gaining pricing
momentum. So I'm just trying to sort of reconcile that, that historically, obviously,
as we move away from the seasonally strong time period, you know, which tends
to be the, call it, spring/summer time period, it gets harder and harder for the
industry to get that pricing. So I'm just trying to assess, you know, what gives you
that comfort level that you will indeed get that pricing in the second half?

John D. Romano
Yeah. Thanks, Hassan. It's a great question. We didn't talk too much in prepared
comments about what's going on in the second quarter because we provide
guidance for the full year, but we are getting price in Europe. So when we think
about our second quarter, historically, you go eight quarters with continual price
erosion, 1% to 2% a quarter. It takes a little bit of time to get traction on a price
increase. And we did announce a price increase in Europe in the second quarter
and we have successfully implemented a portion of that. So when we think
about our second quarter price, there's still some competitive activity in other
regions, so that's puts and takes on where we are on price. But I would say our
price will be flat to slightly up this quarter, depending upon how we manage
some of this competitive activity. But we are getting pricing in Europe. And
when we think about, is that a demand profile increase? No. That's due to a shift in
the supply base. So we're making progress. And as we start to look into the back
half of the year and some of these other areas where we've got opportunities for

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 32 of 56

duties to go into place, we're not talking about a significant amount of pricing, but
we are talking about pricing opportunities.

81. The foregoing statements were materially false and misleading when made

because: (i) Defendants falsely touted “getting price” and having “successfully implemented” price

increases in Europe, without disclosing the highly material fact that Chemours was simultaneously

successfully executing a strategy of outcompeting Tronox for sales volumes and market share by

selling at lower prices, thereby rendering the price increases that Defendant Romano was touting

unsustainable; and (ii) by touting European “pricing” growth, and explicitly excluding Europe

from “other regions” experiencing increased “competitive activity[,]” Defendants generated a

materially false impression that Tronox was not then experiencing price and market share

competition, which it was because of Chemours’ strategy in “fair trade” markets.

82. Defendants were again repeatedly pressed about their statements concerning

market share gains in anti-dumping zones. Defendant Romano falsely stated, in pertinent part:

Hassan I. Ahmed
Very helpful. And as a follow-up on the anti-dumping side of things, I just wanted
to get a bit more granular about what's going on over there. I mean, look, first of
all, maybe it's a two part thing …. And then the second part of that question is just
on the ground, what are you guys seeing? Meaning, are you sort of – as you're
talking to your customers, particularly in countries where these anti-dumping
measures are going into effect, are the conversations you're having with them sort
of more along the lines of them actually wanting more material from you guys? Are
you getting more inbound requests now from customers that were, sort of taking
their business elsewhere? I mean, are you actually seeing that market share gain or
indications of that as these conversations continue?

John D. Romano
Yeah. So for sure in Europe that's happening, we are picking – we're regaining
share where we had lost it to the Chinese historically, because those duties are
already in place. And when you think about sizing the opportunity, so again, we're
not assuming that China is going to completely vacate Europe. They're still
supplying there. They're about half where they were. And we would expect that to
continue to trickle down. But our assumptions aren't that they're going to
completely abandon that market, that we're going to get a fair share of what's the
opportunity. So again, we saw a significant move in the first quarter. That's

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 33 of 56

migrating into the second quarter. So again, we're building on what's already
happened in Europe.

***

Aaron Rosenthal
Okay. Great. I think earlier you had mentioned the uplift quarter-over-quarter in
Europe was about 2x what you had seen historically from 4Q to 1Q. Is that comment
based on a look back from maybe just the last couple of years? Or is that maybe a
10-year average look back with respect to seasonality? And then as we think about
2Q, is the magnitude of that uplift into 2Q on par with that? Or how should we think
about that growth sequentially?

John D. Romano
So the growth from Q4 to Q1 was abnormal. So it's not even – you can't – there's
been no quarter where we had Q4 to Q1 that was that large. So it had everything
– that was very much focused on us picking back up share as the duties went
into place early in June – in July – I mean, January, sorry about that. And
we're seeing more of a, I'd say, bit more of a normal increase, but still heavier
in second quarter in Europe as well.

So again, it's not as if – I think we've started to see growth in the volume as we
pick up some of that share, but we still have room to go. So the second quarter,
although, the growth is significant, it's not as big of a leap as it was in – from
Q4 to Q1, but we're still seeing growth quarter-over-quarter Q1 to Q2.

83. The foregoing statement was materially false and misleading when made because

Defendant Romano falsely touted incremental growth in European market share and in a

misleadingly rosy light, without disclosing the highly material fact that Chemours was

simultaneously successfully executing a strategy of outcompeting Tronox for sales volumes and

market share, and the attendant revenues therefrom.

B. Materially False and Misleading Statements in the 1Q 2025 Form 10-Q Filed With
the SEC on May 1, 2025

84. On May 1, 2025, Tronox filed its Form 10-Q quarterly report with the SEC,

reporting the Company’s financial and operational results for its first fiscal quarter of 2025 ended

March 31, 2025 (the “1Q2025 Form 10-Q”). The 1Q2025 Form 10-Q was signed by Defendant

Srivisal and Jonathan P. Flood, Vice President, Controller and Principal Accounting Officer, and

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 34 of 56

was accompanied by certifications signed by Defendants Roman and Srivisal pursuant to: (i)

Section 302 of the Sarbanes-Oxley Act of 2002, stating that each had reviewed the 1Q2025 Form

10-Q and that “this report does not contain any untrue statement of a material fact or omit to state

a material fact necessary to make the statements made, in light of the circumstances under which

such statements were made, not misleading[;]” and (ii) Section 906 of the Sarbanes-Oxley Act of

2002 and for the purpose of complying with Rule 13a-14(b) of the Exchange Act stating that each

agrees “the information contained in the [1Q2025 Form 10-Q] fairly presents, in all material

respects, the financial condition and results of operations of” Tronox.

85. The 1Q2025 Form 10-Q also instructed investors to review the risk warnings

contained in the Company’s 2024 Form 10-K, stating in relevant part that: “you should carefully

consider the factors discussed under ‘Risk Factors’ included in our Annual Report on Form 10-K

and any subsequent filings thereto with the SEC.” Thus, the risk factors listed at Item 1A in the

2024 Form 10-K were incorporated by reference into, and thereby repeated to the marketplace

through the issuance of, the 1Q2025 Form 10-Q.

86. Despite price and market share competition in Europe since 1Q 2025, the “Risk

Factors” in 2024 Form 10-K posed these risks as mere hypotheticals, stating, in pertinent part

(original emphasis omitted):

Any of the following risks could materially and adversely affect our business,
financial condition and results of operations…..

Our industry and the end-use markets in which we compete are highly competitive
and are characterized by excessive production capacity, particularly in China.
Competition and excess production capacity may adversely affect our results of
operations and operating cash flows.

Each of our markets is highly competitive. Competition in the TiO industry is based
on a number of factors such as price, product quality, and service. We face
significant competition from major international and smaller regional competitors,
especially producers in China. Chinese producers have significantly expanded their

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 35 of 56

TiO production capacity in recent years and the volume of their exports and have
publicly announced their intention to continue to expand their TiO production
capacity and aggressive exports efforts. Moreover, the increased Chinese TiO
production capacity, along with the prolonged economic downturn in China, is
resulting in increasing quantities of TiO being exported to other regions of the world
in which we compete typically at lower prices.

We compete with a large number of mining companies with respect to zircon. Zircon
producers generally compete on the basis of price, quality, logistics, delivery,
payment terms and consistency of supply. Moreover, increased Chinese production
of zircon from heavy mineral concentrates imported from Africa and Australia,
along with the prolonged economic downturn in China, is resulting in increasing
quantities of zircon being exported by China to other regions of the world in which
we compete.

In addition, we face substantial risk that our customers could switch to our
competitors’ products in response to any number of developments including
lower price offerings by our competitors for substantially the same products,
new product development by competitors, or with respect to zircon customers,
switching to lower priced substitute products. Our inability to develop, produce or
market our products to compete effectively against our competitors could have
a material adverse effect on our business, financial condition, results of
operations and cash flow.

87. Furthermore, the 1Q2025 Form 10-Q falsely and misleadingly stated “[t]here have

been no material changes from the risk factors disclosed under the heading ‘Risk Factors’ in

our Form 10-K.”

88. The foregoing statements were materially false and misleading when made because

Tronox’s price increases in Europe and “lower price offerings” from competitors like Chemours

had already effectuated the material risk that Tronox could not “compete effectively against [its]

competitors” and thereby affecting its business and financial results, including material impacts to

market share and sales.

C. Defendants’ Materially False and Misleading Statements Deceived Investors into
Believing Tronox Was Successful in Gaining Market Share, Sales Volumes, and
Price Increases in 2Q 2025

89. Defendants’ materially false and misleading statements, including

misrepresentations that Tronox was successfully gaining market share and price increases Europe

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 36 of 56

without competition (which analysts believed was contained to Latin America, the Middle East,

and Asia), successfully misled investors. For instance, on May 1, 2025, Truist Securities published

a report, titled “Earnings Growth Likely a 2H Story; Signs of TiO2 Pricing Stabilization a Plus[,]”

stating in relevant part (bolding in original):

Near-term improvement for TiO2 fundamentals mainly driven by anti-
dumping duties. TROX expects to see TiO2 volumes pick up during the year
driven by anti-dumping duties in the EU, as well as new duties anticipated to be
imposed in Brazil and India during 2Q. TROX did note seasonally improving
demand in North America but is seeing elevated competitive activity across several
other regions including Latam, Middle East, and Asia. On TiO2 pricing, TROX
noted some partial success implementing price increases in Europe in 2Q and
believes average realized pricing could be flat to slightly up q/q in 2Q.

90. Similarly, on May 5, 2025, Deutsche Bank issued a report titled “Plethora of

Drivers for 2H Earnings Ramp[,]” stating in relevant part:

In the quarter, a stronger-than-normal seasonal demand uplift in TiO2 volumes, led
by Europe which is seeing the effects of the anti-dumping duties, was more than
offset by increased competitive activity in Latin America, Middle East and Asia
and higher-than-expected production costs due to lower operating rates at Botlek
and increases in direct material prices. In Q2, while Tronox is getting some TiO2
pricing in Europe, it is still seeing competitive activity in other regions as Chinese
suppliers attempt to find a home for their former Europe-bound TiO2. And coupled
with a soft demand outlook and higher production and mining costs, Tronox
provided a muted outlook for Q2 with EBITDA flattish versus Q1. Notwithstanding
a weak 1H that will likely see EBITDA down an estimated 22% YoY and 56%
versus '23, Tronox reaffirmed its full-year guidance. At the midpoint of the guide,
2H EBITDA would be a robust $350MM versus ~$225MM in 1H. While we do
not normally ascribe to a 55% earnings ramps from 1H to 2H in the midst of a
recession, we believe this ramp is achievable due to a plethora of earnings drivers
Tronox has for 2H. These include: i) Lower mining costs as the bulk of the $50-
$60MM of higher mining costs in '25 were in 1H; ii) stronger volumes building on
the momentum from the anti-dumping measures in Europe and the additional
benefits expected to be seen in India and Brazil when their duties are finalized; iii)
higher pricing; iv) lower production costs driven by lower pigment costs as plants
run better and the shutdown of Botlek, Tronox's highest cost plan, and v) growing
savings from the ~$150MM cost improvement program launched in Q4'24.

***
In the quarter, a stronger-than-normal seasonal demand uplift in TiO2 volumes, led
by Europe which is seeing the effects of the anti-dumping duties, was more than

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 37 of 56

offset by increased competitive activity in Latin America, Middle East and Asia
and higher-than-expected production costs due to lower operating rates at Botlek
and increases in direct material prices. In the quarter, TiO2 volumes fell 1% YoY
but increased 12% QoQ which was slightly below guidance of similar to the prior
year period. By region, Europe led the sequential growth bolstered by anti-dumping
duties with volumes double what it normally sees in Q1 as Tronox is picking up
share as duties went into effect. North America also enjoyed a stronger-than-normal
seasonal demand uplift. Meanwhile, increased competitive activity in Latin
America, Middle East and Asia kept volumes in those regions muted.

DEFENDANTS REVEALED THE TRUTH IN A SET OF DISCLOSURES MADE ON
JULY 30, 2025 AND JULY 31, 2025

91. In disclosures on July 30, 2025 and July 31, 2025, Defendants corrected the

misimpression from their previous misstatements—including Defendant Romano’s assertions that

Tronox was competing for market share in the valuable European market after the European

Commission’s final anti-dumping duties went into effect in early January 2025.

92. On July 30, 2025, Defendants announced Tronox’s 2Q 2025 financial results in a

press release (the “2Q 2025 Press Release”), issued after market close, via PR Newswire. The 2Q

2025 Press Release was concurrently filed with the SEC.

93. In the 2Q 2025 Press Release, Defendants revealed that 2Q 2025 revenue of $731

million, which was a 1% decrease from 1Q 2025 (despite Tronox’s second quarters historically

being seasonally stronger than first quarters), and an 11% decrease compared to 2Q 2024. With

respect to TiO2 specifically, Defendants disclosed that revenue was $587 million, a 10% decline

year-over-year driven by an 11% decline in sales volumes despite average selling prices remaining

“flat.”

94. Remarking on these results, Defendant Romano stated in the 2Q 2025 Press

Release, in pertinent part, “Tronox’s second quarter results were impacted by weaker demand

across most of our end markets. This resulted in a softer than anticipated coatings season and

heightened competitive dynamics.”

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 38 of 56

95. Defendants also revealed in the 2Q 2025 Press Release that estimates for Tronox’s

revenue, Adjusted Earnings Before Interest Taxes Depreciation and Amortization (“Adjusted

EBITDA”), and free cash flow were being revised downward to ranges of $3.0-$3.1 billion

(revenue), $410-460 million (Adjusted EBITDA), and negative free cash flow of $100-170

million, respectively. Tronox’s previous estimates for revenue, Adjusted EBITDA, and free cash

flow were $3.0-$3.4 billion, $525-625 million, and “greater than $50 million” (i.e., positive free

cash flow), respectively.

96. Defendants explained in the 2Q 2025 Press Release that the Company’s reduced

revenue and Adjusted EBITDA guidance “assume lower [TiO 2] pigment…volumes and price than

previously anticipated” and that Tronox’s negative free cash flow guidance was the result, in part,

of lower expected pigment sales.

97. Furthermore, in the 2Q 2025 Press Release, Defendants announced a 60% dividend

cut and reductions in the Company’s capital expenditures down to “less than $330 million”

compared to “less than $365 million” forecasted the previous quarter.

98. On July 31, 2025, Defendants Romano and Srivisal jointly participated in the 2Q

2025 Earnings Call, and a transcript of the 2Q 2025 Earnings Call was contemporaneously uploaded

to the Company’s Investor Relations webpage.

99. During, the 2Q 2025 Earnings Call Defendant Romano disclosed in prepared

remarks that “key messages from the quarter” included that “weaker” TiO2 demand was caused, in

part by “heightened competitive dynamics across our key end markets.” Defendant Srivisal echoed

this, stating that “[a]s John covered earlier, in the second quarter, we saw a challenged demand

environment, including heightened competition, putting pressure on TiO2 and Zircon sales.”

100. During the 2Q Earnings Call’s question-and-answer session, Defendant Romano’s

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 39 of 56

first question was an open-ended query from a Deutsche Bank analyst about what “various drivers

and variables” would affect where the Company landed at the end of 2025 within its now reduced

Adjusted EBITDA guidance range. Defendant Romano answered by pivoting to second quarter

results and providing further detail regarding what “key” market he was referring to that

experienced increased TiO2 pricing competition—emphasizing the paramount importance of this

issue. Defendant Romano specifically answered that “[a]s I mentioned on the call, there is some

competitive activity out there in Europe[,]” despite never mentioning Europe previously, and that

Tronox lost market share meaning previous price increases in EMEA would need to “reverse” to

get in line with competitors. Specifically, Defendant Romano stated, in pertinent part:

David Begleiter
Good morning. John, just looking for your guidance, what are the various drivers
and variables that will determine whether you come at the higher end or lower end
of the $410 million to $460 million range?

John D. Romano
Thanks for the question, David. So largely, as you know, not dissimilar to what
happened, I guess, in the second quarter, a lot of it's going to be based on volume
and price. And when we think about that guide, we're not projecting to have any
significant bump in volume. There's a little bit of a move in the second half of the
year, and that's largely based on some targeted gains that we believe we're going to
get in India. That's a market that we continued to see positive growth in.

As I mentioned on the call, there is some competitive activity out there in Europe.
We saw a bit of a -- it wasn't as if we saw a significant drop, but there was some
competitive activity there. So where we had price increases in the second quarter,
some of that's going to reverse. So some of the pricing that we had forecasted in the
second half of the year is not going to come in and we're actually seeing some
erosion in price. So I'd say largely when we think about the EBITDA guide, it's
the price and volume. And there is some active piece of that that's attached to
slowing our production down as well.

101. In a follow up question from a Truist Securities analyst, Defendant Romano

admitted that TiO2 “competitive activity” in Europe specifically meant competitors underpriced

Tronox in that region to attain market share:

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Peter Osterland
Thank you. Good morning, everyone. Just wanted to start with the 2% sequential
decline for TiO2 volumes that you saw in the quarter. Could you break out what you
believe the growth rate was for underlying demand quarter-over-quarter? And how
much of the decline you realized was driven by market share?

John D. Romano
[] In Europe, Middle East and Africa, there were some volume decline. Part of that
was the market actually wasn't as robust as it was in the first quarter. So it kind of
slowed down. And I think there is some element of the macroeconomic environment
along with some of the tariff issues that probably weighed on some people's decision
to pull down inventory. There was an element of competitive activity there. As I
mentioned, we raised prices in the second quarter and there were some
competitors that pulled back for volume in that region. So Europe, Middle East
and Africa was down a bit.

102. Similarly, in response to a question from JPMorgan Securities analyst Jeffrey J.

Zekauskas requesting “a sense of the geographic pricing dynamic[,]” Defendant Romano stated, in

pertinent part:

…So the competitive environment right now, I would say, as far as pricing goes are
in areas like Europe, Middle East and Africa. I mentioned that there was a volume
decline in that region where we had price increases in the second quarter and we had
some competitive activity where some competitors actually reduced price to move
volume. So you've got Europe, Middle East and Africa. Middle East is a competitive
environment right now. It's not a duty-affected area.

103. Analysts requested even more clarity, asking explicitly how Tronox’s second

quarter TiO2 sales volumes compared to Chemours. Defendant Romano admitted that he knew

“what’s happening in the market with competition” and that “there’s a lot of fluctuations in market

share.” Defendant Romano stated that going forward, Tronox’s “objective” was to “maintain our

share at normalized rates” (i.e., to align the Company’s pricing with Chemours), and with respect

to Europe, Defendant Romano stated, in pertinent part:

[] In Europe, our volumes – for Europe, Middle East and Africa, they were down
and part of that had to do with the market actually just not being as robust as we
thought it was. We weren't planning for it to be stronger, but it was actually weaker
than we expected it to be. And there was competitive activity over there where, as
I mentioned, we were raising prices and we had some competitors that were losing

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 41 of 56

prices. And we picked, and we lost a little volume there… And our objective is to
maintain our share at normalized rates throughout the year. So I can't speak too much
to Chemours on what they announced back in June. And but, generically, I know
what's happening in the market with competition. And in the regions that I
mentioned, there's – the competition is up, it's elevated.

104. On this news, Tronox’s common stock price declined approximately 38%, declining

from a closing price of $5.14 per share on July 30, 2025 to a closing price of $3.19 per share on

July 31, 2025, on unusually heavy trading volume.

ADDITIONAL SCIENTER ALLEGATIONS

105. As alleged herein, Tronox and the Individual Defendants acted with scienter in that

they knew, or recklessly disregarded, that the public documents and statements issued or

disseminated in the name of the Company were materially false and misleading; knew, or recklessly

disregarded, that such statements or documents would be issued or disseminated to the investing

public; and knowingly, or recklessly, and substantially participated or acquiesced in the issuance or

dissemination of such statements or documents as primary violations of the federal securities laws.

106. As set forth elsewhere herein in detail, Defendants, by virtue of their receipt of

information reflecting the true facts regarding Tronox, their control over, and/or receipt and/or

modification of Tronox’s allegedly materially misleading statements and/or their associations with

the Company which made them privy to confidential proprietary information concerning Tronox,

participated in the fraudulent scheme alleged herein.

107. Defendants knew and/or recklessly disregarded the false and misleading nature of

the information which they caused to be disseminated to the investing public. The fraudulent

scheme described herein could not have been perpetrated during the Class Period without the

knowledge and complicity or, at least, the reckless disregard of the personnel at the highest levels

of the Company, including the Individual Defendants.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 42 of 56

108. The Individual Defendants were each executive officers and/or directors of Tronox

during the Class Period. Based on their roles at Tronox, each of the Individual Defendants would

have been involved with, or knowledgeable about, the wrongdoing alleged herein, which centers

on European TiO2, the Company’s largest region and product for driving revenue and Adjusted

EBITDA, by far, during the Class Period. European TiO2 revenue, pricing, and Adjusted EBITDA

were critical financial metrics for Tronox during the Class Period, and thus, were core operations

during the Class Period, such that Defendants would have had knowledge of material information

related to these topics during the Class Period.

109. At a minimum, Defendants failed to review or check information that they had a

duty to monitor, or ignored obvious signs that their statements were materially false and misleading

or contained material omissions. Given the nature and extent of the problems that Tronox had

competing for market share in the European TiO2, Defendants knew, or recklessly disregarded, the

extent and scope of their statements during the Class Period.

110. Likewise, the Individual Defendants, by virtue of their high-level positions with the

Company, directly participated in the management of the Company, were directly involved in the

day-to-day operations of the Company at the highest levels, and were privy to confidential

proprietary information concerning the Company and its business, operations, financial statements,

and financial condition, as alleged herein. The Individual Defendants had the ultimate authority

over and were involved in drafting, producing, reviewing and/or disseminating the false and

misleading statements and information alleged herein, were aware, or recklessly disregarded, that

the false and misleading statements regarding the Company were being issued, and approved or

ratified these statements, in violation of the federal securities laws.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 43 of 56

111. In addition, the Individual Defendants’ numerous admissions that they monitored

and analyzed TiO2 sales and pricing performance in relation to competitors (who they admit

included Chemours) and by geography, including Europe, on an at least monthly basis, establish

that Defendants were constantly and carefully monitoring Tronox’s European TiO2 revenue,

pricing, market share, and Adjusted EBITDA at all relevant times during 1Q25 and 2Q25.

112. The allegations above also establish a strong inference that Tronox, as an entity,

acted with corporate scienter throughout the Class Period because its officers, management, and

agents had actual knowledge of the misrepresentations and omissions of material facts set forth

herein (for which they had a duty to disclose), or acted with reckless disregard for the truth because

they failed to ascertain and to disclose such facts, even though such facts were available to them.

Such material misrepresentations and/or omissions were done knowingly or with recklessness, and

without a reasonable basis, for the purpose and effect of concealing Tronox’s true operating

condition and present and expected financial performance from investors. By concealing these

material facts from investors, Tronox maintained and/or increased its artificially inflated common

stock price throughout the Class Period.

113. As executives and/or directors of Tronox, the Individual Defendants are both

candidates for imputing corporate scienter to Tronox.

LOSS CAUSATION

114. During the Class Period, Defendants materially misled the investing public, thereby

inflating the price of Tronox common stock and/or maintaining the artificial inflation in Tronox’s

common, by publicly issuing and endorsing materially false and/or misleading statements and

omitting to disclose material facts necessary to make those statements, as set forth herein, not

materially false or misleading. Said statements and omissions were materially false and/or

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 44 of 56

misleading in that they failed to disclose materially adverse information and/or misrepresented the

truth about the Company’s business, operations, and prospects as alleged herein.

115. At all relevant times, the material misrepresentations and omissions particularized

in this Complaint directly or proximately caused or were a substantial contributing cause of the

damages sustained by Plaintiffs and the other members of the Class. As described herein, during

the Class Period, Defendants named in this action made or caused to be made a series of materially

false or misleading statements concerning the Company’s business prospects. Defendants’

statements were materially and objectively misleading when made, as set forth supra, and had the

cause and effect of creating in the market an unrealistically positive assessment of Tronox’s

competition for market share in Europe, thus causing Tronox’s common stock to be overvalued and

artificially inflated at all relevant times. The materially false or misleading statements made or

endorsed by Defendants during the Class Period resulted in Plaintiffs and other members of the

Class purchasing Tronox common stock at artificially inflated prices, thus causing the damages

complained of herein.

116. Defendants issued a set of corrective disclosures contained within the 2Q 2025 Press

Release and the 2Q 2025 Earnings Call. This set of corrective disclosures revealed, inter alia, that,

contrary to Defendants’ representations, Tronox was failing to compete for market share in Europe

throughout 2Q 2025 because Tronox had priced itself out of that market.

117. On July 31, 2025, in response to Defendants’ corrective disclosures, the price of

Tronox common stock fell sharply, dropping $1.95 per share or approximately 38% on unusually

heavy trading volume, declining from a closing price of $5.14 per share on July 30, 2025 to a closing

price of $3.19 per share on July 31, 2025, thereby removing the artificial inflation caused and/or

maintained by Defendants’ false and misleading statements and causing economic loss to investors

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 45 of 56

who had purchased Tronox common stock during the Class Period.

118. Analysts were surprised by Defendants’ disclosures. On July 30, 2025, Truist

Securities analysts published an investment research report entitled “2Q25 Initial Take: Anticipated

Guidance Cut Worse Than Feared” which noted: “TROX posted a 2Q EBITDA miss of 15% and

guided full-year EBITDA approximately 11% below pre-report consensus at the midpoint. TiO2

volumes fell sharply YOY and notably declined seq'l, which we believe likely indicates the

company ceded market share in order to maintain price during the quarter. TROX now expects

a significant FCF burn for the full year and has further reduced capital expenditures and announced

a 60% dividend cut in order to preserve cash.” On August 1, 2025, after Defendants held the 2Q

2025 Earnings Call, Truist issued another report confirming its “Initial Take[.]” In this subsequent

report, titled “2Q25 Earnings Recap: Market Share a Focus as Competitive Intensity Rises;

Lowering PT to $5 from $9” Truist’s analysts stated, in pertinent part (bolded emphasis in original):

Weak domestic coatings demand and heightened global competitive dynamics
weigh on TiO2 volumes. TiO2 volumes were down 11% YOY and 2% seq'l. In N.
America, TROX indicated that it did not lose market share but saw weak underlying
demand limit the seasonal seq'l pickup to 2-3%. Volumes were down more
meaningfully in EMEA driven by weak demand conditions combined with
increased competitive activity; while TROX implemented higher prices in the
region, certain competitors reduced prices, driving some share loss for TROX.
Going forward, TROX indicated that it expects 2H TiO2 volumes to be improved
over 1H driven by strength in the Indian market and an overall heightened focus on
maintaining and growing market share, although we do expect this will come at the
expense of seq'l lower average realized prices vs 1H.

119. Analysts from JPMorgan Chase & Co. echoed the same concerns as the Truist

reports. On August 1, 2025, JPMorgan issued a report simply titled “Poof” and observed, in

pertinent part:

Tronox shares dropped roughly ($2) in a day from $5 to $3 /sh or by about (40%) in
a flat to down market. Tronox’s TiO2 volumes were about (10%) lower y/y in the
second quarter, and it seems that TiO2 pricing decreases, not increases, are coming
down the pipe despite China cutting its production and shipments. The Western

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TiO2 companies are financially distressed and battling it out in Europe and India
for market share.

120. These analyst reports demonstrate that investors viewed the Company’s disclosures

as revealing that Tronox had not “successfully implemented” pricing increases, or successfully

competed for European market share in 2Q 2025 as Defendants previously stated. Instead, Tronox

had lost European market share in 2Q 2025 from pricing its products above competitors’ and that

Tronox would need to reduce pricing to compete for market share throughout the remainder of

2025.

CLASS ALLEGATIONS

121. Plaintiffs bring this action pursuant to Federal Rules of Civil Procedure 23(a) and

(b)(3) on behalf of a class of all persons or entities that purchased or otherwise acquired Tronox

publicly traded common stock between May 1, 2025 and July 30, 2025, inclusive, seeking to pursue

remedies under the Exchange Act. Excluded from the Class are the Company and its subsidiaries,

affiliates, officers, and directors at all relevant times, and any of their immediate families, legal

representatives, heirs, successors, or assigns, and any entity in which any Defendant has or had a

controlling interest.

122. Because Tronox common stock was actively traded on the NYSE, the members of

the Class are so numerous that joinder of all Class members is impracticable. While the exact

number of Class members is unknown at this time and can only be ascertained through discovery,

Plaintiffs believe that there are hundreds or thousands of Class members. Members of the Class

may be identified from records maintained by Tronox or its transfer agent and may be notified of

the pendency of this action by mail, using forms of notice customarily used in securities class

actions.

123. Plaintiffs’ claims are typical of those of the members of the Class, as all Class

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 47 of 56

members have been similarly affected by Defendants’ wrongful conduct as alleged herein.

Moreover, Plaintiffs will fairly and adequately protect the interests of the Class and have retained

counsel competent who are experienced in class action and securities litigation.

124. Common questions of law and fact exist as to all Class members and predominate

over any questions solely affecting individual Class members. These common questions include:

a. Whether Defendants violated the federal securities laws as alleged herein;

b. Whether Defendants’ statements to the investing public during the Class Period

misrepresented material facts about the Company’s business and operations;

c. Whether Defendants’ public statements to the investing public during the Class

Period omitted material facts necessary to make the statements made, in light of the

circumstances under which they were made, not misleading;

d. Whether the Individual Defendants caused the Company to issue false and

misleading SEC filings and public statements during the Class Period;

e. Whether Defendants acted knowingly or recklessly in issuing false and misleading

SEC filings and public statements during the Class Period;

f. Whether the prices of Tronox’s common stock during the Class Period were

artificially inflated because of the Defendants’ conduct complained of herein; and

g. Whether the members of the Class have sustained damages and, if so, the proper

measure of damages.

125. A class action is superior to all other available methods for the fair and efficient

adjudication of this matter as joinder of all Class members is impracticable. Furthermore, as the

damages suffered by individual Class members may be relatively small, the expense and burden of

individual litigation make it impossible for Class members to individually redress the wrongs done

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 48 of 56

to them. There will be no difficulty in the management of this action as a class action.

PRESUMPTION OF RELIANCE

126. Plaintiffs are presumed to have relied on Defendants’ misrepresentations and

omissions under the fraud-on-the-market doctrine. At all times, the market for Tronox’s common

stock was an efficient market that promptly digested current information related to the Company

from all publicly available sources and reflected such information in the prices of Tronox’s common

stock. Throughout the Class Period:

a. Tronox’s common stock was actively traded on the NYSE;

b. The market price of Tronox’s common stock reacted promptly to the

dissemination of public information regarding the Company;

c. Tronox was followed by financial analysts, including those cited in this

Complaint;

d. Tronox common stock maintained a high average weekly trading volume

during the Class Period;

e. As a regulated issuer, the Company filed with the SEC periodic public

reports during the Class Period;

f. The Company regularly communicated with public investors via established

market communication mechanisms; and

g. During the Class Period, Tronox’s common stock had approximately

158,000,000 shares outstanding and a market capitalization of

approximately $815 million at market close on July 30, 2025.

127. Throughout the Class Period, the Company was consistently followed by the market,

including securities analysts. The market relies upon the Company’s financial results and

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management to accurately present the Company’s financial results. During this period, the

Company and the Individual Defendants pumped materially false and misleading information into

the marketplace regarding the Company and material facts relevant to Tronox’s European pricing

and market share. This information was promptly reviewed and analyzed by analysts and

institutional investors and assimilated into the price of Tronox’s common stock.

128. As a result of the misconduct alleged herein, including Defendants’ false and

misleading statements and omissions, the market for Tronox’s common stock was artificially

inflated. Under such circumstances, the presumption of reliance available under the “fraud-on-the-

market” theory applies. Thus, Class members are presumed to have indirectly relied upon the

misrepresentations and omissions for which Defendants are responsible.

129. Plaintiffs and other Class members justifiably relied on the integrity of the market

price for Tronox’s common stock and were substantially damaged as a direct and proximate result

of their purchases of Tronox’s common stock at artificially inflated prices and the subsequent

decline in the price of such common stock when the truth was disclosed.

130. Plaintiffs and the other Class members are also entitled to a presumption of reliance

under Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972) because claims asserted

in this Complaint against Defendants are predicated upon omissions of material fact for which there

was a duty to disclose.

131. Had Plaintiffs and other members of the Class known of the material adverse

information not disclosed by Defendants or otherwise been aware of the truth behind Defendants’

material misstatements, they would not have purchased Tronox’s common stock at artificially

inflated prices.

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NO STATUTORY SAFE HARBOR

132. The statutory safe harbor provided for forward-looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint. The

statements alleged to be false and misleading herein all relate to then-existing facts and conditions.

133. In addition, to the extent certain of the statements alleged to be false may be

characterized as forward looking, they were not identified as “forward-looking statements” when

made and there were no meaningful cautionary statements identifying important factors that could

cause actual results to differ materially from those in the purportedly forward-looking statements.

134. In the alternative, to the extent that the statutory safe harbor is determined to apply

to any forward-looking statements pleaded herein, Defendants are liable for those false forward-

looking statements because at the time each of those forward-looking statements was made, the

speaker had actual knowledge that the forward-looking statement was materially false or

misleading, and/or the forward-looking statement was authorized or approved by an executive

officer of the Company who knew that the statement was false when made.

COUNT I
Violation of Section 10(b) of the
Exchange Act and SEC Rule 10b-5
(Against All Defendants)

135. Plaintiffs reallege each allegation as if fully set forth herein.

136. This claim is brought under Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b)

and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R. § 240.10b-5, against all Defendants

named herein.

137. During the Class Period, Defendants carried out a plan, scheme, and course of

conduct that was intended to and, throughout the Class Period, did: (i) deceive the investing public,

including Plaintiffs and other Class members, as alleged herein; (ii) artificially inflate and maintain

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 51 of 56

the market price of Tronox’s common stock; and (iii) cause Plaintiffs and other members of the

Class to purchase or otherwise acquire Tronox’s common stock at artificially inflated prices. In

furtherance of this unlawful scheme, plan, and course of conduct, the Defendants, and each of them,

took the actions set forth herein.

138. During the Class Period, Defendants, by the use of means and instrumentalities of

interstate commerce: (a) employed devices, schemes and artifices to defraud; (b) made untrue

statements of material fact and/or omitted material facts necessary to make the statements made not

misleading; and (c) engaged in acts, practices and a course of business which operated as a fraud

and deceit upon Plaintiffs and the Class, all in an effort to maintain artificially high market prices

for Tronox’s common stock in violation of Section 10(b) of the Exchange Act and Rule 10b-5

promulgated thereunder. Defendants acted individually and in concert in a continuous course of

conduct to conceal non-public, adverse material information about the Company’s outlook and

condition, as reflected in the misrepresentations and omissions set forth above.

139. During the Class Period, Defendants acted with scienter in that they knew that the

public documents and statements issued or disseminated in the name of the Company were

materially false and misleading; knew that such statements or documents would be issued or

disseminated to the investing public; and knowingly and substantially participated or acquiesced in

the issuance or dissemination of such statements or documents as primary violations of the

securities laws. By virtue of their receipt of information reflecting the true facts of the Company,

their control it, and/or receipt and/or modification of the Company’s allegedly materially

misleading statements, and/or their associations with the Company which made them privy to

confidential proprietary information concerning the Company, Defendants participated in the

fraudulent scheme alleged herein.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 52 of 56

140. The Individual Defendants, who are the senior officers and/or directors of the

Company, had actual knowledge of the material omissions and/or the falsity of the material

statements set forth above, and intended to deceive Plaintiffs and the other members of the Class,

or, in the alternative, acted with reckless disregard for the truth when they failed to ascertain and

disclose the true facts in the statements made by them, or other personnel of the Company to

members of the investing public, including Plaintiffs and the Class.

141. As a result of the foregoing, the market price of Tronox’s common stock was

artificially inflated during the Class Period. In ignorance of the falsity of Defendants’ statements

and knowing and/or reckless inability to effectuate their purported business plans, Plaintiffs and the

other members of the Class relied on the statements and business plans described above and/or the

integrity of the market price of Tronox’s common stock during the Class Period in purchasing

Tronox’s common stock at prices that were artificially inflated as a result of Defendants’ false and

misleading statements.

142. Had Plaintiffs and the other members of the Class been aware that the market price

of Tronox’s common stock had been artificially and falsely inflated by the Company’s and the

Individual Defendants’ misleading statements and by the material adverse information which the

Company and the Individual Defendants did not disclose, they would not have purchased Tronox’s

common stock at the artificially inflated prices that they did, or at all.

143. As a result of the wrongful conduct alleged herein, Plaintiffs and the other members

of the Class have suffered damages in an amount to be established at trial. Plaintiffs’ and the Class’s

losses were proximately caused by Defendants’ scheme to defraud the investing public by, among

other things, failing to fully and accurately disclose to investors adverse material information

regarding the Company. Plaintiffs and other members of the Class purchased Tronox’s common

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 53 of 56

stock in reliance on the integrity of the market price of the securities, and Defendants manipulated

the price of Tronox’s common stock through their misconduct as described herein. Plaintiffs’ and

the Class’s losses were a direct and foreseeable consequence of Defendants’ concealment of, among

other things, Defendants’ concealment of material facts related to Tronox’s business and prospects.

144. By reason of the foregoing, Defendants violated Section 10(b) of the Exchange Act

and Rule 10b-5 promulgated thereunder and are liable to the Plaintiffs and the other members of

the Class for substantial damages which they suffered in connection with their purchases of

Tronox’s common stock during the Class Period.

COUNT II
Violation of Section 20(a) of the Exchange Act
(Against the Individual Defendants)

145. Plaintiffs reallege each allegation as if fully set forth herein.

146. This claim is brought under Section 20(a) of the Exchange Act, 15 U.S.C. § 78t,

against the Individual Defendants.

147. Tronox and the Individual Defendants are liable as primary violators of Section

10(b) of the Exchange Act and Rule 10b-5 as set forth herein.

148. The Individual Defendants acted as controlling persons of the Company within the

meaning of Section 20(a) of the Exchange Act. Because of their positions, the Individual

Defendants had the power and authority to cause the Company to engage in the wrongful conduct

complained of herein. By reason of such conduct, the Individual Defendants are liable pursuant to

Section 20(a) of the Exchange Act.

149. Specifically, the Individual Defendants, by reason of their status as senior executive

officers and/or directors of the Company, directly or indirectly, controlled the conduct of the

Company’s business and their representations to Plaintiffs and the Class, within the meaning of

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Section 20(a) of the Exchange Act. The Individual Defendants directly or indirectly controlled the

content of the Company’s SEC filings, press releases and interviews with various news sources

cited herein related to Plaintiffs’ and the Class’s investments in Tronox’s common stock within the

meaning of Section 20(a) of the Exchange Act. Therefore, the Individual Defendants are jointly

and severally liable for the Company’s fraud, as alleged herein.

150. The Individual Defendants controlled and had the authority to control the content of

Company’s SEC statements, press releases and other public statements. Because of their close

involvement in the everyday activities of the Company, and because of their wide-ranging

supervisory authority, the Individual Defendants reviewed or had the opportunity to review these

documents prior to their issuance or could have prevented their issuance or caused them to be

corrected.

151. The Individual Defendants knew or recklessly disregarded the fact that the

Company’s representations were materially false and misleading and/or omitted material facts when

made. In so doing, the Individual Defendants did not act in good faith.

152. By virtue of their high-level positions and their participation in and awareness of the

Company’s operations and public statements, the Individual Defendants were able to and did

influence and control the Company’s decision-making, including controlling the content and

dissemination of the documents that Plaintiffs and the Class contend contained materially false and

misleading information and on which Plaintiffs and the Class relied.

153. As set forth herein, the Individual Defendants each violated Section 10(b) of the

Exchange Act and Rule 10b-5, thereunder, by their acts and omissions as alleged herein. By virtue

of their positions as controlling persons, the Individual Defendants are further liable pursuant to

Section 20(a) of the Exchange Act.

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 55 of 56

154. As a direct and proximate result of the Individual Defendants’ wrongful conduct,

Plaintiffs and the Class suffered damages in connection with their purchase of Tronox’s common

stock.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for relief and judgment, as follows:

A. Determining that the instant action may be maintained as a class action under Rule

23 of the Federal Rules of Civil Procedure, and certifying the Plaintiffs as Class representatives;

B. Requiring Defendants to pay damages sustained by Plaintiffs and the Class by

reason of the acts and transactions alleged herein;

C. Awarding Plaintiffs and the other members of the Class prejudgment and post-

judgment interest, as well as their reasonable attorneys’ fees, expert fees and other costs;

D. Granting Plaintiffs leave to amend this complaint to conform to the evidence; and

E. Awarding such equitable/injunctive or other relief in Plaintiffs’ favor as the Court

may deem just and proper.

DEMAND FOR JURY TRIAL

In accordance with Fed. R. Civ. P. 38(b), Plaintiffs demand a jury trial of all issues

involved, now, or in the future, in this action.

Respectfully submitted,
Dated: April 7, 2026 LEVI & KORSINSKY, LLP

/s/_Gregory M. Potrepka____________
Gregory M. Potrepka (ct30056)
1111 Summer Street, Suite 403
Stamford, CT 06905
Tel: (203) 992-4523
Email: [email protected]

Lead Counsel for Plaintiffs and the Class

Case 3:25-cv-01441-KAD Document 39 Filed 04/07/26 Page 56 of 56

THE ROSEN LAW FIRM, P.A.
Jacob A. Goldberg (admitted pro hac vice)
101 Greenwood Avenue
Jenkintown, PA 19046
Tel: 215-600-2817
Email: [email protected]

Additional Counsel for Plaintiffs and the Class