Johnston Peter 4

What Happened

• On April 28, 2026, Tronox director Peter Johnston received a grant of 15,690 restricted share units (reported as acquired at $0). On the same date the company withheld 2,742 shares to satisfy tax-withholding obligations (reported as a disposition valued at $26,844). The filing notes Mr. Johnston also received the balance of 24,481 previously granted restricted common shares; no shares were sold.

Key Details

• Transaction dates/prices: April 28, 2026 — 15,690 shares granted at $0.00 (award); 2,742 shares withheld at $9.79 each (tax withholding, $26,844).
• Shares owned after transaction: total holdings after these transactions are not specified in the Form 4.
• Footnotes: Company withheld 2,742 shares to satisfy withholding taxes; the new restricted share units vest on the earlier of the 2027 annual general meeting or May 31, 2027, provided Mr. Johnston remains a Board member.
• Filing timeliness: Form filed Apr 30, 2026 (appears timely based on the Apr 28 transaction date).

Context

• This was an award of restricted shares/RSUs, not an open-market purchase or option exercise. The newly granted units are subject to future vesting conditions and were not sold; the withholding was a tax-related transfer. Awards and withholdings are routine compensation actions and don’t, by themselves, indicate the insider’s market view.