Celanese (NYSE: CE) CEO logs PRSU share vesting and tax-withheld stock

Rhea-AI Filing Summary

Celanese Corp CEO & President Scott A. Richardson reported equity compensation activity in the form of performance-based restricted stock units. On February 15, 2026, he acquired 3,336 shares of common stock at $0.00 per share upon the vesting and settlement of PRSUs originally granted on February 8, 2023.

To cover related tax obligations, 989 shares of common stock were disposed of at $59.12 per share through a tax-withholding transaction rather than an open-market sale. Following these transactions, his direct holdings increased to 72,795.703 common shares, with an additional 596.1055 shares held indirectly through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Richardson Scott A

Role CEO & President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,336	$0.00	--
Tax Withholding	Common Stock	989	$59.12	$58K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 73,784.703 shares (Direct); Common Stock — 596.106 shares (Indirect, by 401(k) Plan)

Footnotes (1)

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. Shares withheld for the payment of taxes on the vesting and settlement of PRSUs.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Richardson Scott A

(Last) (First) (Middle)

C/O CELANESE CORPORATION

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

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		3,336(1)	A	$0	73,784.703	D
Common Stock	02/15/2026		F		989(2)	D	$59.12	72,795.703	D
Common Stock								596.1055	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.

Remarks:

	/s/ Adam R. Santosuosso, Attorney-in-Fact for Scott A. Richardson	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).
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.

FAQ

What did Celanese (CE) CEO Scott A. Richardson report in this Form 4?

Scott A. Richardson reported vesting of performance-based restricted stock units converting into 3,336 Celanese common shares. The filing also shows 989 shares withheld at $59.12 per share to cover taxes, plus updated direct and 401(k) plan share balances.

How many Celanese (CE) shares did the CEO receive from PRSU vesting?

He received 3,336 common shares upon vesting and settlement of performance-based restricted stock units granted on February 8, 2023. These shares were issued at $0.00 per share as part of Celanese’s 2018 Global Incentive Plan, reflecting non-cash equity compensation.

Were any Celanese (CE) shares sold on the open market in this Form 4?

No open-market sale is reported. The Form 4 shows a tax-withholding disposition of 989 shares at $59.12 per share to satisfy taxes on PRSU vesting, which differs from a discretionary market sale for investment reasons.

What are Scott A. Richardson’s Celanese (CE) share holdings after these transactions?

After the reported transactions, he directly holds 72,795.703 Celanese common shares. The Form 4 also notes an indirect holding of 596.1055 shares through a 401(k) plan, providing a breakdown of his post-transaction ownership structure.

What does the tax-withholding transaction in Celanese (CE) CEO’s Form 4 represent?

The tax-withholding transaction reflects 989 shares delivered at $59.12 per share to cover taxes on vested PRSUs. This mechanism settles tax liabilities using shares rather than cash, and is categorized as a disposition for tax payment purposes.

Which equity plan governed the Celanese (CE) PRSU award to the CEO?

The performance-based restricted stock units were granted under Celanese’s 2018 Global Incentive Plan, as amended. The Form 4 notes these PRSUs were granted on February 8, 2023 and have now vested and been settled into common shares reported in this filing.