What changed in this filing

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Item 1A. Risk Factors

2026-03-10 compared with 2025-03-06 · 52 added, 49 removed, 181 unchanged (36% of the section changed)

13 unchanged sentences

In addition, pricing may affect customer inventory levels as customers may from time to time accelerate purchases of TiO 2 in advance of anticipated price increases or defer purchases of TiO 2 in advance of anticipated price decreases.

Our Chemicals Segment’s ability to further increase capacity without additional investment in greenfield

or brownfield capacity may be limited and as a result, our Chemicals Segment’s profitability may become even more dependent upon the selling prices of its products.

Our Chemicals Segment’s ability to further increase capacity without additional investment in greenfield or brownfield capacity may be limited and as a result, our Chemicals Segment’s profitability may become even more dependent upon the selling prices of its products.

The TiO 2 industry is concentrated and highly competitive and our Chemical Segment faces price pressures in the markets in which it operates, which may result in reduced earnings or operating losses.

The global market in which our Chemicals Segment operates is concentrated, with the top five TiO 2 producers accounting for approximately 51% of the world’s production capacity and is highly competitive.

The global market in which our Chemicals Segment operates is concentrated, with the top four TiO 2 producers accounting for approximately 42% of the world’s production capacity, and is highly competitive.

Competition is based on a number of factors, such as price, product quality and service.

Our Chemicals Segment faces significant competition from international and regional competitors, including TiO 2 producers in China, who have significant sulfate production process capacity.

Our Chemicals Segment faces significant competition from international and regional competitors, including increasing competition from TiO 2 producers in China, who have

significant sulfate production process capacity.

Chinese producers have also continued to develop chloride process technology, and the risk of substitution of our Chemicals Segment’s products with products made by Chinese producers could increase if Chinese producers increase the use of chloride process technology and improve the quality of their sulfate and chloride products.

Some of our Chemicals Segment’s competitors may be able to drive down prices for our Chemicals Segment’s products if their costs are lower than our Chemicals Segment’s costs, including its competitors with vertically integrated sources of raw materials for the chloride process who may have a competitive advantage during periods of high or rising raw material costs or who operate in regions with less stringent regulatory requirements.

In addition, some of our Chemicals Segment’s competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand changes in market conditions.

For example, Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices.

China has dumped lower cost sulfate process TiO 2 into markets our Chemicals Segment serves.

In some cases, Western TiO 2 producers have been successful in obtaining anti-dumping duties on Chinese imports such as the duties recently enacted in the European Union, Brazil, Saudi Arabia, and other jurisdictions.

Our Chemicals Segment’s competitors may be able to respond more quickly than it can to new or emerging technologies and changes in customer requirements.

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● Consolidation of our Component Products Segment’s competitors or its customers in any of the markets in which it competes may result in reduced demand for its products.

● A reduction of our Component Products Segment’s market share with one or more of its key customers, or a reduction in one or more of its key customers’ market share for their end-use products, may reduce demand for its products.

● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with our Component Products Segment’s products.

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The introduction of new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers.

The ability to coordinate these activities with current and potential customers may be affected by factors beyond our Component Products Segment’s control.

to coordinate these activities with current and potential customers may be affected by factors beyond our Component Products Segment’s control.

While our Component Products Segment will continue to emphasize the introduction of innovative new product features that target customer-specific opportunities, we do not know if any new product features our Component Products Segment introduces will achieve the same degree of success that it has achieved with its existing products.

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If our Chemicals Segment or its worldwide vendors are unable to meet their planned or contractual obligations and our Chemicals Segment is unable to obtain necessary raw materials, it could incur higher costs for raw materials or may be required to reduce production levels.

Our Chemicals Segment experienced increases in feedstock costs in 2023 and 2024, for example, which affected its margins.

For example, our Chemicals Segment experienced increases in feedstock costs in 2023 and 2024, which negatively affected its margins.

Our Chemicals Segment has also experienced higher operating costs such as energy costs.

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While our Chemicals Segment believes it will be able to renew these contracts, as necessary, we do not know if our Chemicals Segment will be successful in renewing them or in obtaining long-term extensions to them prior to expiration.

Our Chemicals Segment’s current agreements require it to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $542 million beginning in 2025 and extending through 2026.

In addition, our Chemicals Segment has other long-term supply and service contracts that provide for various raw materials and services.

These agreements require it to purchase certain minimum quantities or services with minimum purchase commitments aggregating approximately $67 million at December 31, 2024.

Our Chemicals Segment’s commitments under these contracts could adversely affect our financial results if it significantly reduces its production and is unable to modify the contractual commitments.

Our Chemicals Segment’s feedstock agreements have minimum purchase requirements, targeted purchases, or require it to purchase certain minimum percentage-based quantities of feedstock based upon its annual purchasing requirements.

We estimate aggregate purchases under these feedstock agreements will be between approximately $375 million and $450 million in 2026.

In addition, our Chemicals Segment has other long-term supply and service contracts that provide for various raw materials and services which may require it to purchase certain minimum quantities.

Our Chemicals Segment’s obligations under these contracts could adversely affect our financial results if it significantly reduces its production and is unable to modify the contractual commitments.

Certain raw materials used in our Component Products Segment’s products are commodities that are subject to significant fluctuations in price in response to world-wide supply and demand as well as speculative investor activity.

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These raw materials are purchased from several suppliers and are generally readily available from numerous sources.

Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related

raw material costs and ensure supply.

Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related raw material costs and ensure supply.

Materials purchased outside of these arrangements are sometimes subject to unanticipated and sudden price increases.

Certain components used in our Component Products Segment’s products are manufactured by foreign suppliers located in China and elsewhere.

Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflict and public health crises such as pandemics, could prevent our Component Products Segment’s vendors from being able to supply these components.

Should our Component Products Segment’s vendors not be able to meet their supply obligations or should it be otherwise unable to obtain necessary raw materials or components, it may incur higher supply costs or may be required to reduce production levels, either of which may decrease our liquidity or negatively impact our financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.

Kronos’ recent acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects.

Kronos recently completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did not previously own.

If Kronos experiences unforeseen technological, operational or other difficulties in managing the integration of LPC as its wholly-owned subsidiary, Kronos may not be able to implement the process innovations at the facility that it expects.

In addition, Kronos may not be able to achieve the synergies or improve efficiency and product quality that it expects.

With or without such difficulties, the integration of the LPC facility into Kronos’ operations may divert significant management time and attention from its other operations.

If Kronos fails to successfully integrate LPC into its operations, or if the LPC acquisition does not provide expected synergies or sales increases, or if LPC has unexpected legal, regulatory, or financial liabilities, our business, financial condition, results of operations and prospects could be adversely affected.

Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflicts or trade wars and public health crises such as pandemics, could prevent our Component Products Segment’s vendors from being able to supply these components.

In addition, the imposition of new tariffs or increases in existing tariffs by the U.S.

government on imports from China, Mexico or other countries from which our Component Products Segment imports raw materials and other components could increase its supply costs.

Increases in our Component Products Segment’s supply costs may decrease its liquidity or negatively impact its financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.

Dependence on our Component Product Segment’s significant customers could adversely affect their business and results of operations.

For the year ended December 31, 2025, our Component Products Segment’s largest ten customers accounted for approximately 52% of its consolidated net sales, with a single customer accounting for 26% of its consolidated net sales.

Because our Component Products Segment’s customers’ purchases are made through purchase orders rather than long-term contracts or minimum purchase commitments, order levels can fluctuate significantly from period to period based on customer needs.

In addition, significant customers may negotiate more favorable pricing or terms, which may pressure our Component Products Segment’s operating margins.

If any of our Component Products Segment’s significant customers reduces their purchases, loses market share for its end-use products, experiences financial difficulty, changes suppliers, or otherwise alters its relationship with our Component Products Segment, demand for its products could decline.

Any such reduction in sales could potentially have a material adverse effect on our Component Products Segment’s revenues and results of operations.

Kronos’ acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects.

In July 2024 Kronos completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did not previously own, and Kronos subsequently merged LPC into Kronos’ wholly-owned subsidiary, Kronos Louisiana.

If Kronos experiences unforeseen technological, operational or other difficulties in integrating the Kronos Louisiana facility into its operations, Kronos may not be able to implement the process innovations at the facility that it expects.

In addition, Kronos may not be able to achieve the anticipated synergies or improvements in efficiency and product quality that it expects.

With or without such difficulties, the integration of the Kronos Louisiana facility into Kronos’ operations may divert significant management time and attention from its other operations.

If Kronos fails to successfully integrate the Kronos Louisiana facility into its operations, if the acquisition does not provide expected synergies or sales increases, or if Kronos Louisiana has unexpected legal, regulatory, or financial liabilities, Kronos’ business, financial condition, results of operations and prospects could be adversely affected.

Our Real Estate Management and Development Segment has significant development obligations related to a residential/planned community in Henderson, Nevada.

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A substantial portion of the revenues and assets associated with our Real Estate Management and Development Segment relates to certain land under development in Henderson, Nevada, including approximately 2,100 acres zoned for residential/planned community purposes.

A substantial majority of the land in the residential/planned community was sold prior to 2024.

We generally recognize revenue from these land sales over time using cost-based inputs because we receive substantially all cash payment at the time of sale but significant development obligations still exist.

We currently estimate development obligations are approximately $78 million and will take approximately two to three years to complete.

All of the remaining land in the residential/planned community was sold in 2025.

We currently estimate development obligations are approximately $54 million and will take approximately one to two years to complete.

Our estimates of our development obligations include certain assumptions about future labor and construction costs.

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Events beyond our control, including changes in general business and economic conditions, could adversely impact the ability of our subsidiaries to pay dividends or make other distributions to us.

If our subsidiaries were to become unable to make sufficient

cash dividends or other distributions to us, our ability to service our liabilities and to pay dividends on our common stock could be adversely affected.

If our subsidiaries were to become unable to make sufficient cash dividends or other distributions to us, our ability to service our liabilities and to pay dividends on our common stock could be adversely affected.

In addition, a significant portion of our assets consist of ownership interests in our subsidiaries.

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Our leverage may impair our financial condition or limit our ability to operate our businesses.

We have a significant amount of debt, primarily related to Kronos’ 9.50% Senior Secured Notes due 2029, Kronos’ 3.75% Senior Secured Notes due 2025, Kronos’ term loan from Contran, Kronos’ borrowings on its global revolving credit facility (the “Global Revolver”), our loan from Contran Corporation and the LandWell bank note.

We have a significant amount of debt, primarily related to Kronos’ 9.50% Senior Secured Notes due 2029, Kronos’ term loan from Contran, Kronos’ borrowings on its global revolving credit facility (the “Global Revolver”), our loan from Contran Corporation and the LandWell bank note.

As of December 31, 2025, our total consolidated debt was approximately $592 million.

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To the extent market interest rates rise, the cost of our debt could increase, even if the amount borrowed remains the same, adversely affecting financial condition, results of operations and cash flows.

In addition to our indebtedness, we are party to various lease and other agreements (including feedstock purchase contracts and other long-term supply and service contracts as discussed above) pursuant to which, along with our indebtedness, we are committed to pay approximately $794 million in 2025.

In addition to our indebtedness, we are party to various lease and other agreements (including feedstock purchase contracts with minimum commitments and other long-term supply and service contracts as discussed above) pursuant to which, along with our indebtedness, we are committed to pay approximately $213 million in 2026.

Our ability to make payments on and refinance our debt and to fund planned capital expenditures depends on our ability to generate cash flow in the future.

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We operate our businesses in several different countries and sell our products worldwide.

For example, during 2023 and 2024 approximately 44% of our Chemicals Segment’s sales volumes were sold into European markets.

The majority (but not all) of our sales from our Chemicals Segment’s operations outside the United States are denominated in

currencies other than the United States dollar, primarily the euro, other major European currencies and the Canadian dollar.

For example, during 2024 and 2025 approximately 44% and 45% of our Chemicals Segment’s sales volumes, respectively, were sold into European markets.

The majority (but not all) of our sales from our Chemicals Segment’s operations outside the United States are denominated in currencies other than the United States dollar, primarily the euro, other major European currencies and the Canadian dollar.

Therefore, we are exposed to risks related to the need to convert currencies we receive from the sale of our products into the currencies required to pay for certain of our operating costs and expenses and other liabilities (including indebtedness), all of which could result in future losses depending on fluctuations in currency exchange rates and affect the comparability of our results of operations between periods.

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We operate production facilities in several countries and many of our facilities require large amounts of energy, including electricity and natural gas, in order to conduct operations.

government and various non-U.S.

governmental agencies of countries in which we operate have determined the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regarding carbon emission costs, GHG emissions and renewable energy targets.

Governmental agencies of countries in which we operate have determined, or may determine in the future, the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact

of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regulating carbon and other GHG emissions and the use of renewable energy.

International treaties or agreements may also result in increasing regulation of GHG emissions, including emissions permits and/or energy taxes or the introduction of carbon emissions trading mechanisms.

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However, if further GHG laws and regulations were to be enacted in one or more countries, it could negatively impact our future results of operations through increased costs of production, particularly as it relates to our energy requirements or our need to obtain emissions permits.

If such increased costs of production were to materialize, we may

be unable to pass price increases on to our customers to compensate for increased production costs, which may decrease our liquidity, operating income and results of operations.

If such increased costs of production were to materialize, we may be unable to pass price increases on to our customers to compensate for increased production costs, which may decrease our liquidity, operating income and results of operations.

In addition, any adopted future laws and regulations focused on climate change and/or GHG emissions could negatively impact our ability (or that of our customers and suppliers) to compete with companies situated in areas not subject to such laws and regulations.

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Our Chemicals Segment has significant international operations which, along with its customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including:

● global or regional economic downturns;

● global or regional economic downturn;

● changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S.

including, but not limited to, the recently enacted tariff on goods imported from Canada where it manufactures a significant portion of the TiO 2 it sells in North America.

including, but not limited to, tariffs enacted on goods imported from Canada where it manufactures a significant portion of the TiO 2 it sells in North America.

Tariffs could make its products more expensive which would reduce demand or require our Chemicals Segment to absorb the increased costs reducing its operating margins;

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relations with the governments of the other countries in which our Chemicals Segment operates;

● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine and Israel and Hamas);

● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine);

● natural disasters, pandemics or other health crises, climate change, and other events beyond our control;

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These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.

Our Chemicals Segment is experiencing increasing competition from China.

Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices.

China has dumped lower cost sulfate process TiO 2 into the markets our Chemicals Segment serves.

In some cases, the TiO 2 industry has been successful in getting anti-competitive duties enacted on Chinese imports such as the European duties enacted in 2024.

federal government has recently implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.

For example, on March 4, 2025, the U.S.

government implemented a 25% tariff on all imports from Mexico and Canada into the U.S.

As our Chemicals Segment currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, the 25% tariff on our Chemicals Segment’s imports into the U.S.

from Canada, without exclusion, will make its products manufactured in Canada and sold into the U.S.

As our Chemicals Segment currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, a tariff on our Chemicals Segment’s imports into the U.S.

from Canada would make its products manufactured in Canada and sold into the U.S.

more expensive.

As a result, demand for these products could be reduced, or our Chemicals Segment could be required to absorb the increased costs or increase prices of such products.

Tariff mitigation strategies, such as those our Chemicals Segment undertook in the first quarter of 2025 which included building and positioning inventory from its Canadian facility into the U.S., may result in increased shipping and warehousing costs.

Future mitigation strategies may offer only temporary relief from the effect of

these tariffs.

Such tariffs and, if enacted, any further legislation or actions taken by the U.S.

1 unchanged sentence

or reduce its revenues and gross margins.

These measures may also increase our Chemicals Segment’s costs of Canadian

feedstock imported into the U.S.

These measures may also increase our Chemicals Segment’s costs of Canadian feedstock imported into the U.S.

and could adversely impact its gross margins or require our Chemicals Segment to raise prices thereby making its products less competitive.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors