Kathryn Hill Reports Deferred Compensation Phantom Shares on Form 4

Rhea-AI Filing Summary

Kathryn Hill, a director of Celanese Corporation (CE), reported an acquisition of phantom stock units on 08/11/2025 on a Form 4 filing. The filing records the acquisition as dividend equivalents credited under the Company’s 2008 Deferred Compensation Plan; each phantom stock unit represents the right to receive one share of Celanese common stock and becomes payable in shares following termination of the director’s service.

The Form 4 shows a transaction entry of 1.86 (associated with the phantom stock), an indicated price of $47.42, and a post-transaction beneficial ownership figure of 2,946.61 derivative securities reported as held directly. The filing is signed by Christine Dryden as attorney-in-fact on 08/13/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation credit; documents phantom units payable at service termination.

The Form 4 documents a standard director compensation entry rather than an open-market trade. The instrument is described as phantom stock that represents dividend equivalents under the 2008 Deferred Compensation Plan and is payable in common stock after the reporting person leaves service. Reporting the position as direct clarifies ownership posture. From a governance perspective this is a disclosure of compensation-related equity accruals and not an operational or financing event for the company.

Compensation Analyst

TL;DR: Compensation deferral updated; phantom units and payoff mechanics are recorded, supporting transparency of director pay.

The filing lists an acquisition entry dated 08/11/2025 and notes that each phantom unit equals one share of common stock and functions as a dividend equivalent. The record shows an indicated price of $47.42 and a post-transaction holding of 2,946.61 derivative securities direct, which appear to reflect accumulated deferred amounts. This is consistent with routine deferred-compensation accounting and disclosure practices for non-employee directors.

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

OMB Number:			3235-0287
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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^*

Hill Kathryn

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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

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
Phantom Stock	(1)	08/11/2025		A		1.86		(2)	(2)	Common Stock	1.86	$47.42	2,946.61	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one share of Common Stock.

2. 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/ Christine Dryden, Attorney-in-Fact for Kathryn Hill	08/13/2025
	** 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 transaction did Kathryn Hill report on Form 4 for Celanese (CE)?

The Form 4 reports an acquisition of phantom stock units recorded on 08/11/2025, described as dividend equivalents under the 2008 Deferred Compensation Plan.

What does each phantom stock unit represent in the filing?

Each phantom stock unit represents the right to receive one share of Celanese common stock and becomes payable in shares following termination of the director's service.

How many derivative securities were reported after the transaction?

The filing shows a post-transaction beneficial ownership figure of 2,946.61 derivative securities reported as held directly.

What price is indicated for the derivative security in the Form 4?

The Form 4 lists an indicated price of $47.42 associated with the derivative security entry.

Who signed the Form 4 and when?

The document is signed by Christine Dryden as attorney-in-fact for Kathryn Hill on 08/13/2025.