Page 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38176 VENATOR England and Wales ( State or other jurisdiction of incorporation or organization ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Ordinary Shares , $ 0.001 par value per share Large accelerated filer Venator Materials PLC ( Exact name of registrant as specified in its charter ) Titanium House , Hanzard Drive , Wynyard Park , Stockton - On - Tees , TS22 5FD , United Kingdom +44 ( 0 ) 1740 608 001 ( Address , including zip code , and telephone number , including area code , of registrant's principal executive offices ) Trading Symbol ( s ) VNTR 98-1373159 Accelerated filer ( I.R.S. Employer Identification No. ) Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Name of each exchange on which registered New York Stock Exchange Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No 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 . 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 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C.7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the ordinary shares held by non - affiliates as of the last business day of the registrant's most recently completed second fiscal quarter ( based on the closing price of $ 1.79 on June 30 , 2020 reported by the New York Stock Exchange ) was approximately $ 96,984,282 . As of February 22 , 2021 , the registrant had outstanding 107,216,765 ordinary shares , $ 0.001 par value per share . DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders may be incorporated by reference into Part III of this Form 10 - K . Alternatively , we may include such information in an amendment to this annual report on Form 10 - K .