As filed with the Securities and Exchange Commission on February 21, 2025

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

TRONOX HOLDINGS PLC

(Exact name of registrant as specified in its charter)

England and Wales	98-1467236
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

263 Tresser Boulevard, Suite 1100	Laporte Road, Stallingborough
Stamford, Connecticut 06901	Grimsby, North East Lincolnshire, DN40 2PR, UK

(Address of Principal Executive Offices)

TRONOX HOLDINGS PLC

AMENDED AND RESTATED MANAGEMENT EQUITY INCENTIVE PLAN

(Full title of the plan)

Jeffrey Neuman, Esq.

Senior Vice President, General Counsel and Secretary

Tronox Holdings PLC

263 Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

(Name and address of agent for service)

(203) 705-3800

(Telephone number, including area code, of agent for service)

Copies of all communications to:

Craig B. Brod, Esq.	Dan Tierney, Esq.
Helena K. Grannis, Esq.	Cleary Gottlieb Steen & Hamilton LLP
Cleary Gottlieb Steen & Hamilton LLP	2 London Wall Place,
One Liberty Plaza	London, England, EC2Y 5AU
New York, New York 10006	Telephone: +44 20 761 42200
Telephone: (212) 225-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On May 8, 2024, at the Annual Meeting of Shareholders of Tronox Holdings plc (the “Registrant”), the Registrant’s shareholders approved an amendment (the “Amendment”) to the Tronox Holdings Amended and Restated Management Equity Incentive Plan (the “Plan”), which amended the Plan to increase the number of the Registrant’s ordinary shares, par value $0.01 per share (the “Ordinary Shares”), that may be issued under the Plan by 3,200,000 Ordinary Shares.

Pursuant to General Instruction E to Form S-8, the Registrant is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register, in connection with the Plan and pursuant to the Amendment, an additional 3,200,000 Ordinary Shares of the same class as registered under the Registrant’s Registration Statements on Form S-8 previously filed with the Commission on August 4, 2020 (File No. 333-240322), August 16, 2016 (File No. 333-213159) (as amended by the first post-effective amendment on Form S-8 filed with the Commission on March 28, 2019), and July 6, 2012 (File No. 333-182556) (collectively, the “Earlier Registration Statements”). The Earlier Registration Statements, where applicable, are incorporated by reference in their entirety in this Registration Statement, except as to the items set forth below in Part II.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The rules of the Commission allow us to incorporate by reference information into this Registration Statement. The information incorporated by reference is considered to be a part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below.

a. The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 19, 2025 (the “Annual Report”);

b. The Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2024 (solely to the extent specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023);

c. The Registrant’s Current Report on Form 8-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 19, 2025 (other than the documents, or portions thereof, not deemed to be filed); and

d. The description of the Registrant’s Ordinary Shares contained in Exhibit 4.3 to the Annual Report.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents. Except as provided in the last sentence of the first paragraph of the section of this Registration Statement entitled “Item 3. Incorporation of Documents by Reference”, nothing in this Registration Statement shall be deemed to incorporate any information provided in documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.

Item 8. Exhibits.

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
4.1‡	Tronox Holdings plc Amended and Restated Management Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 19, 2025)
5.1*	Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc
23.2*	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
24.1*	Power of Attorney (included on signature pages hereto)
107*	Filing Fee Table

‡Incorporated herein by reference

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on February 21, 2025.

TRONOX HOLDINGS PLC
By	/s/ D. John Srivisal
	Name:	D. John Srivisal
	Title:	Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints D. John Srivisal, Jeffrey N. Neuman and Steven Kaye and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the registration statement on Form S-8, and to any registration statement filed under Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on February 21, 2025.

Signature	Title	Date
/s/ John Romano	Chief Executive Officer and Director (Principal Executive Officer)	February 21, 2025
John Romano
/s/ D. John Srivisal	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 21, 2025
D. John Srivisal
/s/ Ilan Kaufthal	Director	February 21, 2025
Ilan Kaufthal
/s/ Lucrèce Foufopolous-De Ridder	Director	February 21, 2025
Lucrèce Foufopolous-De Ridder
/s/ Peter B. Johnston	Director	February 21, 2025
Peter B. Johnston
/s/ Ginger M. Jones	Director	February 21, 2025
Ginger M. Jones
/s/ Stephen Jones	Director	February 21, 2025
Stephen Jones
/s/ Moazzam A. Khan	Director	February 21, 2025
Moazzam A. Khan
/s/ Mutlaq H. Al-Morished	Director	February 21, 2025
Mutlaq H. Al-Morished
/s/ Sipho Nkosi	Director	February 21, 2025
Sipho Nkosi
/s/ Jean-Francois Turgeon	Director	February 21, 2025
Jean-Francois Turgeon