Celanese Corp. Enters Material Definitive Agreement

TL;DR

Celanese Corp. just signed a big deal, creating new financial obligations. Details in the filing.

AI Summary

On December 17, 2025, Celanese Corp. entered into a material definitive agreement related to financial obligations. The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. Specific details regarding the nature and value of these obligations are provided in the accompanying exhibits.

Why It Matters

This filing signals a significant financial commitment or obligation for Celanese Corp., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of new financial obligations can introduce financial risk, depending on the terms and scale of the agreement.

Key Players & Entities

• Celanese Corp. (company) — Filer of the 8-K report
• 20251217 (date) — Date of the report filing and effective date

FAQ

Key Financial Figures

• $0.0001 — ich Registered Common Stock, par value $0.0001 per share CE The New York Stock Exchang
• $600,000,000 — ), completed its registered offering of $600,000,000 aggregate principal amount of its 7.000
• $800,000,000 — r Notes due 2031 (the "2031 Notes") and $800,000,000 aggregate principal amount of its 7.375
• $1.2 billion — fers to purchase for cash approximately $1.2 billion aggregate principal amount of the Issue

Filing Documents

• ce-20251217.htm (8-K) — 43KB
• exhibit42-closing8xkdecemb.htm (EX-4.2) — 469KB
• exhibit51-closing8xkdecemb.htm (EX-5.1) — 32KB
• picture1a.jpg (GRAPHIC) — 14KB
• 0001628280-25-057638.txt ( ) — 827KB
• ce-20251217.xsd (EX-101.SCH) — 4KB
• ce-20251217_def.xml (EX-101.DEF) — 18KB
• ce-20251217_lab.xml (EX-101.LAB) — 33KB
• ce-20251217_pre.xml (EX-101.PRE) — 19KB
• ce-20251217_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Completion of Offering of Senior Notes by Celanese US Holdings LLC On December 17, 2025, Celanese US Holdings LLC ("Celanese US" or the "Issuer"), a wholly owned subsidiary of Celanese Corporation (the "Company"), completed its registered offering of $600,000,000 aggregate principal amount of its 7.000% Senior Notes due 2031 (the "2031 Notes") and $800,000,000 aggregate principal amount of its 7.375% Senior Notes due 2034 (the "2034 Notes" and together with the 2031 Notes, the "Notes"). The Notes have been issued under an Indenture, dated as of May 6, 2011 (the "Base Indenture"), among the Company, Celanese US, and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as trustee (the "Base Trustee"), as amended by the Seventeenth Supplemental Indenture, dated December 17, 2025 (the "Seventeenth Supplemental Indenture"), among the Company, Celanese US, certain subsidiaries of Celanese US (the "Subsidiary Guarantors"), U.S. Bank Trust Company, National Association, as series trustee, and the Base Trustee. The net proceeds from the sale of the Notes, together with available cash, will be used (i) to repay the outstanding borrowings under the Company's five-year term loan credit agreement due 2027, (ii) to fund the previously-announced and upsized tender offers to purchase for cash approximately $1.2 billion aggregate principal amount of the Issuer's outstanding 6.665% Senior Notes due 2027 and outstanding 6.850% Senior Notes due 2028 and (iii) for general corporate purposes, which may include the repayment of other outstanding indebtedness. The Issuer's obligations under the Notes are guaranteed on a senior unsecured basis by the Company and, initially, by the Subsidiary Guarantors. The Notes pay interest semi-annually, in arrears, on February 15 and August 15 of each year, beginning on August 15, 2026. The offering of the Notes was registered under the Securities A

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1* Form of Notes (included in Exhibit 4.2). 4.2* Seven teenth Supplemental Indenture, dated as of December 1 7 , 2025, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee , and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee. 4.3 Indenture, dated May 6, 2011, by and between Celanese US Holdings LLC, Celanese Corporation and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-32410) filed with the SEC on May 6, 2011). 5.1* Opinion of Gibson, Dunn & Crutcher LLP, dated December 1 7 , 2025. 23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 ). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101). __________________ * Filed herewith. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ ASHLEY B. DUFFIE Name: Ashley B. Duffie Title: Senior Vice President, General Counsel and Corporate Secretary Date: December 17, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR