UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2024

Commission File Number 001-38176

Venator Materials PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Titanium House, Hanzard Drive, Wynyard Park

Stockton-On-Tees, TS22 5FD, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

~~VENATOR~~INFORMATION ~~MATERIALS~~CONTAINED ~~PLC~~IN ~~ANNOUNCES~~THIS ~~EFFECTIVENESS OF~~REPORT ~~SHARE~~ON FORM 6-K

~~CONSOLIDATION~~In OFconnection ~~ITS~~with ~~ORDINARY~~the ~~SHARES~~completion of the restructuring and emergence from Chapter 11 of the United States Bankruptcy Code of Venator Material PLC (the “Company”), on January 31, 2024, the board of directors of the Company approved the Company’s termination of the registration of the Company’s ordinary shares, $0.001 par value per share, under the Securities Exchange Act of 1934, as amended (the “Deregistration”). In connection with the Deregistration, the Company intends to file a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”).

~~As previously~~Cautionary ~~announced~~Statement byConcerning ~~Venator~~Forward-Looking Materials PLC (the “Company”) on December 21, 2023, the shareholders of the Company approved, at the Company’s General Meeting of Shareholders (the “GM”) on December 21, 2023, a proposal to consolidate 108,050,720,916 ordinary shares of $0.001 each in the issued share capital of the Company into 785,692 ordinary shares of $137.523 (the “Share Consolidation”). The Share Consolidation will take effect on January 9, 2024 as approved by the board of directors of the Company (such date, the “Effective Date”). As previously disclosed in the notice of general meeting that was distributed to shareholders of the Company on December 6, 2023 (the “Notice”), each shareholder’s percentage ownership interest in the Company will remain unchanged, except for changes and adjustments that will result from the treatment of fractional shares. No fractional entitlements will be issued in connection with the Share Consolidation but shareholders have the right to receive cash in lieu of any fractional entitlements on the terms set out in the Notice. To the extent that any such cash payment to a shareholder would be less than $10, the Company will retain such amount, as permitted by the Company’s articles of association.Statements

This ~~The~~Report ~~Company~~on ~~posted a~~Form 6-K ~~shareholder~~contains ~~letter~~“forward-looking statements” ~~announcing~~within the ~~effectiveness~~ meaning of ~~the~~federal ~~Share~~securities ~~Consolidation~~laws. onWords ~~the  Effective~~such ~~Date~~as on“expect,” ~~the~~“anticipate,” ~~investor~~“could,” ~~relations~~ ~~section~~“should,” of“intend,” ~~the~~“plan,” ~~Company’s~~“believe,” ~~website~~“seek,” at“see,” “may,” ~~https://www.venatorcorp.com/investor-relations/financials/annual-report-~~ “will,” “would,” or “target,” and similar expressions identify forward-~~proxy-materials~~looking statements, which include but are not limited to statements related to the filing of a Form 15 with the SEC. AWe ~~copy~~caution you that these statements are not guarantees of ~~such~~future ~~letter~~performance isand ~~filed~~are assubject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, ~~Exhibit~~including those in our risk factors that we identify in our most recent Annual Report on Form ~~99.1~~20-F for the year ended December 31, 2022 and any subsequent documents filed or to ~~this~~be filed with the SEC, including the Report on Form 6-K for the quarterly period ended March 31, 2023, filed with the SEC on May 18, 2023.

~~The~~Any ~~information~~forward-looking ~~contained in~~statement ~~this~~speaks ~~Report~~only onas ~~Form 6-K,~~of the ~~including~~date ~~Exhibit 99.1,~~on which it is ~~intended~~made, toand, beexcept ~~furnished~~as ~~and~~required ~~shall~~by ~~not~~law, bethe ~~deemed~~Company ~~“filed” for~~does ~~purposes~~not ofundertake ~~Section 18~~any ofobligation ~~the~~to ~~Securities~~update ~~Exchange~~or ~~Act~~revise ofany ~~1934~~forward-looking statement, whether as ~~amended~~a ~~(the~~result ~~“Exchange~~of ~~Act”)~~new information, future events or otherwise. ~~subject~~ New factors emerge from time to time, and it is not possible for the ~~liabilities~~Company ofto ~~that~~predict ~~section~~all such factors, ~~nor~~many ~~shall~~of itwhich beare ~~deemed~~beyond ~~incorporated~~the byCompany’s ~~reference~~control. inWhen ~~any~~considering ~~filing~~these ~~under~~forward-looking statements, you should keep in mind the ~~Securities~~risk ~~Act~~factors ofand ~~1933,~~other cautionary statements described from time to time in the documents that asthe ~~amended,~~Company has filed or may file with the ~~Exchange~~SEC. ~~Act~~The risk factors and other factors noted therein could cause results, ~~except~~outcomes, asexpectations and ~~expressly~~projections ~~set~~to ~~forth~~differ bymaterially ~~specific~~from ~~reference~~those contained in ~~such~~any ~~filing~~forward-looking statement.

Exhibit Numbers		Descriptions of Exhibits
99.1		Shareholder Letter, dated as of January 9, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 9, 2024	VENATOR MATERIALS PLC
Dated: February 2, 2024	VENATOR MATERIALS PLC
	/s/ SEAN PETTEY
	Name: Sean Pettey
	Title: Assistant General Counsel, Corporate and Assistant Secretary

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