Celanese (NYSE: CE) CAO gets PRSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Celanese Corp Chief Accounting Officer Aaron M. McGilvray reported routine equity award activity in company common stock. On February 15, 2026, he acquired 173 shares at $0.00 per share from the vesting and settlement of performance-based restricted stock units granted in 2023. On the same date, 188 shares at $59.12 per share were withheld to cover taxes on these PRSUs and previously reported time-based restricted stock units, reflecting a tax-withholding disposition rather than an open-market sale. After these transactions, he directly owned 10,304.378 common shares and indirectly held 824.5446 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED 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

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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^*

McGilvray Aaron M

(Last) (First) (Middle)

222 W LAS COLINAS BLVD SUITE 900N

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celanese Corp [ CE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		A		173(1)	A	$0	10,492.378	D
Common Stock	02/15/2026		F		188(2)	D	$59.12	10,304.378	D
Common Stock								824.5446	I	by 401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance-based restricted stock units ("PRSUs") granted to the reporting person on February 8, 2023 under the Company's 2018 Global Incentive Plan, as amended, which have vested and been settled.

2. Shares withheld for the payment of taxes on the vesting and settlement of PRSUs and previously reported time-based restricted stock units.

Remarks:

	/s/ Adam R. Santosuosso, Attorney-in-Fact for Aaron M. McGilvray	02/18/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transactions did Celanese (CE) report for Aaron McGilvray?

Celanese reported that Chief Accounting Officer Aaron M. McGilvray received 173 common shares from vested PRSUs and had 188 shares withheld for taxes. These are equity award and tax-withholding entries, not open-market purchases or sales.

How many Celanese (CE) shares does Aaron McGilvray own after this Form 4?

After the reported transactions, Aaron M. McGilvray directly owned 10,304.378 Celanese common shares and indirectly held 824.5446 shares in a 401(k) plan. These totals reflect his updated beneficial ownership position following the award vesting and tax withholding.

Was the Celanese (CE) Form 4 transaction a buy or a sale?

The Form 4 shows a grant/award acquisition of 173 shares from vested PRSUs and a tax-withholding disposition of 188 shares at $59.12. The disposition covers tax obligations and does not represent an open-market stock sale by the executive.

What are PRSUs mentioned in the Celanese (CE) Form 4 for McGilvray?

The filing notes performance-based restricted stock units (PRSUs) granted on February 8, 2023 under Celanese’s 2018 Global Incentive Plan. These PRSUs vested and were settled into 173 common shares, which are now reported as acquired by Aaron McGilvray.

Why were 188 Celanese (CE) shares withheld in Aaron McGilvray’s filing?

The 188 shares at $59.12 were withheld to pay taxes due on the vesting and settlement of PRSUs and previously reported time-based restricted stock units. This is a standard tax-withholding mechanism rather than a discretionary sale into the market.