Celanese (CE) Director Scott M. Sutton resigns to lead Rayonier Advanced Materials

Rhea-AI Filing Summary

Celanese Corporation reported that Director Scott M. Sutton resigned from its Board of Directors effective January 4, 2026. He stepped down because of the expected responsibilities and time commitment required for his new role as Chief Executive Officer of Rayonier Advanced Materials Inc. The company states that his resignation is not due to any disagreement with Celanese regarding its operations, policies, or practices.

The Board acknowledges Mr. Sutton’s numerous contributions during his tenure and extends well wishes for his new position. Celanese also issued a press release on January 6, 2026, to publicly announce his resignation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026 (January 4, 2026)

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32410

98-0420726

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share			CE			The New York Stock Exchange
4.777% Senior Notes due 2026			CE /26A			The New York Stock Exchange
2.125% Senior Notes due 2027			CE /27			The New York Stock Exchange
0.625% Senior Notes due 2028			CE /28			The New York Stock Exchange
5.337% Senior Notes due 2029			CE /29A			The New York Stock Exchange
5.000% Senior Notes due 2031			CE /31			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On January 4, 2026, Scott M. Sutton notified the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) that, given the anticipated responsibilities and time commitment associated with his appointment as Chief Executive Officer of Rayonier Advanced Materials Inc., he has decided to resign from the Board as of such date. Mr. Sutton’s decision to resign follows numerous contributions to the Company during his service as a Director and is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Board and the Company are grateful for Mr. Sutton’s service as a Director and wish him well in his new role.

On January 6, 2026, the Company issued a press release announcing the foregoing, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit Number
						Description
99.1						Press Release dated January 6, 2026.*
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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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:			January 6, 2026

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FAQ

Why did Scott M. Sutton resign from Celanese (CE)'s Board of Directors?

Scott M. Sutton resigned from the Board on January 4, 2026, due to the anticipated responsibilities and time commitment associated with his appointment as Chief Executive Officer of Rayonier Advanced Materials Inc.

Did Scott M. Sutton resign from Celanese (CE) because of a disagreement with the company?

No. Celanese states that Mr. Sutton’s decision to resign is not the result of any disagreement with the company on matters related to its operations, policies, or practices.

When did Scott M. Sutton’s resignation from Celanese (CE) become effective?

His resignation from the Celanese Board of Directors became effective on January 4, 2026.

What new role is former Celanese director Scott M. Sutton taking on?

Scott M. Sutton is assuming the role of Chief Executive Officer of Rayonier Advanced Materials Inc., which prompted his resignation from the Celanese Board.

How did Celanese (CE) respond to Scott M. Sutton’s resignation?

Celanese and its Board expressed gratitude for Mr. Sutton’s numerous contributions as a Director and wished him well in his new role.

Did Celanese (CE) issue a press release about Scott M. Sutton’s resignation?

Yes. Celanese issued a press release on January 6, 2026, announcing Mr. Sutton’s resignation, which is filed as Exhibit 99.1.