Item 2.02 | Results of Operations and Financial Condition. |
The registrant hereby furnishes the information set forth in its press release entitled “Kronos Worldwide, Inc. Reports Second Quarter 2025 Results” that the registrant issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The press release the registrant furnishes as Exhibit 99.1 to this current report is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 6, 2025, Tim C. Hafer, executive vice president and chief financial officer of the registrant, provided notice to the registrant that he will retire as an officer of the registrant effective as of August 8, 2025. Following such retirement, Mr. Hafer will continue to be employed by Contran Corporation (“Contran”), the privately held parent corporation of the registrant.
Following such retirement notice of Mr. Hafer, the registrant’s board of directors took action, also effective as of August 8, 2025, to elect Bradley E. Troutman as the registrant’s senior vice president and chief financial officer. Mr. Troutman has accepted an offer of employment from Contran, with an employment start date of August 8, 2025.
Upon Mr. Hafer’s retirement as an officer of the registrant, Bryan S. Bell’s title with the registrant will remain vice president and controller, global finance and Mr. Bell will serve as the registrant’s principal accounting officer.
Mr. Troutman, age 51, served as chief financial officer of Pegasus Logistics Group, a global freight forwarding and logistics company, from 2024 to July 2025. From 2019 to 2022, he served as chief financial officer of Atlantic Aviation, a fixed-base operator (FBO) network and aviation services provider with FBO locations throughout the United States. Prior to 2019, Mr. Troutman served in financial leadership roles for two publicly traded corporations, where collectively he was employed for 12 years; he was employed by the Public Company Accounting Oversight Board as manager, inspection division for two years; and he was employed by PricewaterhouseCoopers LLP from 1996 to 2004, most recently as manager, assurance and business advisory services.
Mr. Bell, age 51, has served as the registrant’s vice president and controller, global finance since May 2024. He has served in various accounting positions with the registrant since 2017.
Mr. Bell is an employee of Contran, and Mr. Troutman will become an employee of Contran on August 8, 2025. They provide (or will provide) their services to the registrant under an intercorporate services agreement between the registrant and Contran. For a description of the intercorporate services agreement, see “Certain Relationships and Transactions” in the registrant’s 2025 proxy statement, which description is incorporated herein by reference. In addition, for a discussion of potential conflicts of interest of officers who serve more than one corporation, see “Certain Relationships and Transactions” in the 2025 proxy statement, which discussion is also incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The registrant hereby furnishes the information set forth in its press release entitled “Kronos Worldwide, Inc. Announces Quarterly Dividend” that the registrant also issued on August 6, 2025, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The press release the registrant furnishes as Exhibit 99.2 to this current report is not “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
