Celanese Corporation (NYSE: CE) details early results and larger note tenders

Rhea-AI Filing Summary

Celanese Corporation reported that on December 16, 2025 it issued a press release detailing the early results and increase in size of its previously announced cash tender offers for two series of senior notes. The company is conducting cash tender offers to purchase up to an aggregate principal amount of $946,106,000 of its 6.665% Senior Notes due 2027 and up to $254,000,000 of its 6.850% Senior Notes due 2028. The filing mainly updates investors on the status and enlarged maximum size of these debt repurchase transactions.

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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): December 16, 2025

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.  ☐

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Item 8.01 Other Events.

On December 16, 2025, Celanese Corporation (the “Company”) issued a press release announcing the early results and upsize of the previously announced cash tender offers (the “Tender Offers”) to purchase up to an aggregate principal amount equal to $946,106,000 of its outstanding 6.665% Senior Notes due 2027 and up to an aggregate principal amount not to exceed $254,000,000 of its outstanding 6.850% Senior Notes due 2028.

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description
99.1						Press Release dated December 16, 2025 announcing the early results and upsize of the Tender Offers.
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:			December 16, 2025

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FAQ

What did Celanese Corporation (CE) report in this 8-K filing?

Celanese Corporation reported that it issued a press release on December 16, 2025 announcing the early results and upsize of its previously announced cash tender offers for two series of senior notes.

Which Celanese (CE) notes are included in the cash tender offers?

The cash tender offers relate to Celanese's 6.665% Senior Notes due 2027 and its 6.850% Senior Notes due 2028.

What is the maximum amount of Celanese 6.665% Senior Notes due 2027 targeted in the tender offer?

The company may purchase up to an aggregate principal amount of $946,106,000 of its 6.665% Senior Notes due 2027.

What is the maximum amount of Celanese 6.850% Senior Notes due 2028 targeted in the tender offer?

Celanese may purchase up to an aggregate principal amount not to exceed $254,000,000 of its 6.850% Senior Notes due 2028.

How did Celanese communicate the tender offer updates to investors?

Celanese communicated the early results and upsize of the tender offers through a press release dated December 16, 2025, which is attached as Exhibit 99.1.

Does this filing affect Celanese Corporation common stock directly?

The filing discusses cash tender offers for senior notes and lists Celanese common stock as a security registered on the New York Stock Exchange, but it does not describe any new action involving the common stock.