Lyondellbasell Industries N.V. 8-K Filing

FAQ

Key Financial Figures

• $500 million — blic offering and sale by the Issuer of $500 million aggregate principal amount of 5.125% Gu
• $1 billion — d Notes due 2031 (the "2031 Notes") and $1 billion aggregate principal amount of 5.875% Gu

Filing Documents

• tm2530154d4_8k.htm (8-K) — 46KB
• tm2530154d4_ex1-1.htm (EX-1.1) — 293KB
• tm2530154d4_ex4-3.htm (EX-4.3) — 229KB
• tm2530154d4_ex5-1.htm (EX-5.1) — 18KB
• tm2530154d4_ex5-2.htm (EX-5.2) — 108KB
• tm2530154d4_ex8-1.htm (EX-8.1) — 29KB
• tm2530154d4_ex5-1img01.jpg (GRAPHIC) — 3KB
• tm2530154d4_ex5-2img02.jpg (GRAPHIC) — 4KB
• tm2530154d4_ex8-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-25-111282.txt ( ) — 1078KB
• lyb-20251110.xsd (EX-101.SCH) — 3KB
• lyb-20251110_def.xml (EX-101.DEF) — 26KB
• lyb-20251110_lab.xml (EX-101.LAB) — 35KB
• lyb-20251110_pre.xml (EX-101.PRE) — 25KB
• tm2530154d4_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2025, LyondellBasell Industries N.V. (the "Company") and its wholly owned subsidiary, LYB International Finance III, LLC (the "Issuer"), completed the underwritten public offering and sale by the Issuer of $500 million aggregate principal amount of 5.125% Guaranteed Notes due 2031 (the "2031 Notes") and $1 billion aggregate principal amount of 5.875% Guaranteed Notes due 2036 (the "2036 Notes" and, together with the 2031 Notes, the "Notes"). The Notes are fully and unconditionally guaranteed by the Company. The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's Registration Statement on Form S-3ASR (Registration No. 333-283755), and was made pursuant to the prospectus dated December 12, 2024 (the "Base Prospectus"), as supplemented by the prospectus supplement dated November 10, 2025 relating to the Notes and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act (together with the Base Prospectus, the "Prospectus"). The Notes were issued under a base indenture, dated as of October 10, 2019, among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee (the "Base Indenture"), as supplemented by a supplemental indenture dated May 17, 2023, among the Company, the Issuer, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association), and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Supplemental Indenture," and the Base Indenture as so supplemented, the "Indenture"). The terms of the Notes and the guarantees by the Company are set forth in an officer's certificate of the Issuer dated November 13, 2025 delivered pursuant to the Indenture (the "Officer's Certificate"). The descriptions of the Notes, the Indenture, and the Officer's Certificate are included in the Prospectus and are incorpor

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On November 10, 2025, the Company and the Issuer entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the underwritten public offering and sale by the Issuer of the Notes. The description above is a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1* Underwriting Agreement dated November 10, 2025 among LyondellBasell Industries N.V., LYB International Finance III, LLC, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. 4.1 Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019). 4.2 Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023). 4.3* Officer's Certificate of LYB International Finance III, LLC relating to the 5.125% Guaranteed Notes due 2031 and 5.875% Guaranteed Notes due 2036, dated as of November 13, 2025. 4.4* Form of LYB International Finance III, LLC's 5.125% Guaranteed Notes due 2031 (included in Exhibit 4.3). 4.5* Form of LYB International Finance III, LLC's 5.875% Guaranteed Notes due 2036 (included in Exhibit 4.3). 5.1* Legal opinion of Gibson, Dunn & Crutcher LLP. 5.2* Legal opinion of De Brauw Blackstone Westbroek N.V. 8.1* Legal opinion of De Brauw Blackstone Westbroek N.V. 23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 23.2* Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits 5.2 and 8.1 ). 104* The cover page from this Current R

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. LYONDELLBASELL INDUSTRIES N.V. Date: November 13, 2025 By: /s/ Brendan J. Dalton Name: Brendan J. Dalton Title: Vice President and Treasurer

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View this 8-K filing on SEC EDGAR