STOCK TITAN

Celanese (CE) director records RSU vesting, new grants and phantom stock deferral

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Celanese Corp director Kim K.W. Rucker reported routine equity compensation and deferral activity. On May 9, 2026, 3,376 Restricted Stock Units vested and were exchanged for 3,376 shares of phantom stock under the company’s 2008 Deferred Compensation Plan, in place of receiving common shares.

On the same date, the director’s common stock position decreased by 3,376 shares to reflect this deferral, while the phantom stock balance increased by the same amount. On May 11, 2026, the director received an annual grant of 2,975 restricted stock units in common stock and an additional 4.796 shares of phantom stock as dividend equivalents.

After these transactions, the director directly holds 3,031 shares of Celanese common stock and 12,900.519 shares of phantom stock, each phantom share representing the right to receive one share of common stock in the future. These are compensation and deferral arrangements rather than open-market stock purchases or sales.

Positive

  • None.

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Insider Rucker Kim K.W.
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 4.796 $59.55 $285.60
Grant/Award Common Stock 2,975 $0.00 --
Grant/Award Phantom Stock 3,376 $0.00 --
Disposition Common Stock 3,376 $0.00 --
Holdings After Transaction: Phantom Stock — 12,900.519 shares (Direct, null); Common Stock — 3,031 shares (Direct, null)
Footnotes (1)
  1. Upon vesting of 3,376 Restricted Stock Units granted to the reporting person on May 9, 2025, the reporting person deferred the receipt of 3,376 shares of Common Stock and received instead 3,376 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan (the "Plan"). As a result, the reporting person is reporting the disposition of 3,376 shares of Common Stock in exchange for an equal number of shares of phantom stock. Annual grant of restricted stock units pursuant to the Company's Amended and Restated 2018 Global Incentive Plan. The restricted stock units vest in full on the one-year anniversary of the date of the grant. The reporting person has elected that upon vesting of the restricted stock units, receipt of the shares of Common Stock be deferred under the Company's 2008 Deferred Compensation Plan; accordingly, upon vesting, the reporting person will instead receive an equal number of shares of phantom stock. As provided in the Company's 2008 Deferred Compensation Plan, the phantom stock becomes payable in shares of Common Stock upon the earlier of the date previously elected by the reporting person to receive payment or the termination of the reporting person's service as a director of the Company. Each share of phantom stock represents the right to receive one share of Common Stock. The shares of phantom stock become payable in shares of Common Stock, as provided in the Plan. The reported phantom stock represents dividend equivalents on compensation deferred under the Company's 2008 Deferred Compensation Plan (the "Plan"). The shares of phantom stock become payable in shares of Common Stock, as provided in the Plan, following the termination of the reporting person's service as a director of the Company.
RSUs vested and deferred 3,376 units Restricted Stock Units vested and exchanged for phantom stock on May 9, 2026
Annual RSU grant 2,975 units Restricted stock unit grant in common stock on May 11, 2026
Phantom stock dividend equivalents 4.796 shares Additional phantom stock credited at $59.55 per share on May 11, 2026
Common shares after transactions 3,031 shares Director’s direct common stock holdings following reported Form 4 activity
Phantom stock after transactions 12,900.519 shares Director’s phantom stock balance after vesting, deferral, and dividend equivalents
Disposition to issuer 3,376 shares Common stock given up in exchange for equal phantom stock under deferral election
Restricted Stock Units financial
"Upon vesting of 3,376 Restricted Stock Units granted to the reporting person on May 9, 2025"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
phantom stock financial
"received instead 3,376 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
2008 Deferred Compensation Plan financial
"pursuant to the Company's 2008 Deferred Compensation Plan (the "Plan")"
dividend equivalents financial
"The reported phantom stock represents dividend equivalents on compensation deferred under the Company's 2008 Deferred Compensation Plan"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Global Incentive Plan financial
"Annual grant of restricted stock units pursuant to the Company's Amended and Restated 2018 Global Incentive Plan"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rucker Kim K.W.

(Last)(First)(Middle)
C/O CELANESE CORPORATION
222 W LAS COLINAS BLVD, SUITE 900N

(Street)
IRVING TEXAS 75039

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Celanese Corp [ CE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/09/2026D3,376D(1)56D
Common Stock05/11/2026A2,975(2)A$03,031D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(3)05/09/2026A3,376 (4) (4)Common Stock3,376$012,895.723D
Phantom Stock(3)05/11/2026A4.796 (5) (5)Common Stock4.796$59.5512,900.519D
Explanation of Responses:
1. Upon vesting of 3,376 Restricted Stock Units granted to the reporting person on May 9, 2025, the reporting person deferred the receipt of 3,376 shares of Common Stock and received instead 3,376 shares of phantom stock pursuant to the Company's 2008 Deferred Compensation Plan (the "Plan"). As a result, the reporting person is reporting the disposition of 3,376 shares of Common Stock in exchange for an equal number of shares of phantom stock.
2. Annual grant of restricted stock units pursuant to the Company's Amended and Restated 2018 Global Incentive Plan. The restricted stock units vest in full on the one-year anniversary of the date of the grant. The reporting person has elected that upon vesting of the restricted stock units, receipt of the shares of Common Stock be deferred under the Company's 2008 Deferred Compensation Plan; accordingly, upon vesting, the reporting person will instead receive an equal number of shares of phantom stock. As provided in the Company's 2008 Deferred Compensation Plan, the phantom stock becomes payable in shares of Common Stock upon the earlier of the date previously elected by the reporting person to receive payment or the termination of the reporting person's service as a director of the Company.
3. Each share of phantom stock represents the right to receive one share of Common Stock.
4. The shares of phantom stock become payable in shares of Common Stock, as provided in the Plan.
5. The reported phantom stock represents dividend equivalents on compensation deferred under the Company's 2008 Deferred Compensation Plan (the "Plan"). The shares of phantom stock become payable in shares of Common Stock, as provided in the Plan, following the termination of the reporting person's service as a director of the Company.
Remarks:
/s/ Blake Feikema, Attorney-in-Fact for Kim K.W. Rucker05/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Celanese (CE) director Kim Rucker report?

Director Kim Rucker reported vesting and deferral of 3,376 Restricted Stock Units into phantom stock, an annual grant of 2,975 restricted stock units in common stock, and additional phantom stock credited as dividend equivalents under Celanese’s compensation and deferred compensation plans.

Did Celanese (CE) director Kim Rucker buy or sell shares on the open market?

No open-market buy or sell transactions were reported. The Form 4 shows equity compensation grants and a deferral of vested Restricted Stock Units into phantom stock under Celanese’s 2008 Deferred Compensation Plan, rather than discretionary market purchases or sales.

How many Celanese (CE) shares does Kim Rucker hold after these transactions?

After the reported transactions, Kim Rucker directly holds 3,031 shares of Celanese common stock. The director also holds 12,900.519 shares of phantom stock, each representing the right to receive one share of common stock in the future under the company’s plan.

What is the 3,376-share Celanese (CE) disposition reported by Kim Rucker?

The 3,376-share disposition reflects vested Restricted Stock Units where common stock was forgone and instead converted into 3,376 shares of phantom stock. This exchange occurred under Celanese’s 2008 Deferred Compensation Plan, representing a deferral of compensation rather than a sale into the market.

What does phantom stock mean in Celanese (CE) director Kim Rucker’s Form 4?

Each share of phantom stock represents the right to receive one share of Celanese common stock. Phantom stock is credited under the company’s 2008 Deferred Compensation Plan and becomes payable in common shares at a future date or upon termination of board service, as the plan provides.

What new equity awards did Celanese (CE) grant to director Kim Rucker?

Celanese granted an annual award of 2,975 restricted stock units in common stock under its Amended and Restated 2018 Global Incentive Plan, vesting in full one year after grant. The director elected to defer settlement into phantom stock upon vesting under the company’s deferred compensation plan.