CE Form 4: Kim Rucker Records Phantom Stock from Deferred Plan

Rhea-AI Filing Summary

Insider transaction reported by Celanese director Kim K.W. Rucker. The Form 4 records a derivative acquisition dated 08/11/2025: phantom stock units were recorded as acquired (transaction code A). The filing shows numeric values of 9,506.8 and a price figure of $47.42 in the derivative table. The form clarifies that each phantom share represents the right to receive one share of Celanese common stock and that these phantom shares reflect dividend equivalents credited under the company’s 2008 Deferred Compensation Plan.

The phantom shares become payable in common stock following the director’s termination of service, per the plan language included in the filing. The report was signed by an attorney-in-fact on 08/13/2025 and identifies Rucker as a director of Celanese (CE). The form does not provide additional context such as immediate share transfers, sales, or changes to direct holdings apart from the deferred compensation disclosure.

Positive

• Transaction recorded under company plan: The filing clearly documents phantom stock credited as dividend equivalents under the 2008 Deferred Compensation Plan.
• Clear conversion mechanics: The form explicitly states each phantom share equals the right to one common share and will be paid in shares following termination.
• Transparent reporting: The Form 4 identifies the reporting person (Kim K.W. Rucker), role (Director), transaction date (08/11/2025), and includes numeric entries (9,506.8 and $47.42) in the derivative table.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director recorded deferred compensation in phantom shares payable in stock upon termination; this is a routine disclosure of plan-based credits.

The filing documents a director-level acquisition of phantom stock units on 08/11/2025 tied to dividend equivalents under the company’s 2008 Deferred Compensation Plan. The form explicitly states each phantom share converts to one common share and that payout occurs following termination of service. This is a disclosure of compensation mechanics rather than an open-market purchase or sale. The presence of a price figure ($47.42) and the numeric entry 9,506.8 are noted in the derivative table as reported values in the filing.

Securities Analyst

TL;DR: Form 4 shows acquisition of derivative units (phantom stock) with underlying common-share equivalence; bears limited immediate market impact.

The report by Kim K.W. Rucker is limited to derivative compensation credits dated 08/11/2025. It identifies phantom stock representing dividend equivalents and states that each unit equals a right to one share of Celanese common stock, payable after the director’s service ends. The filing includes numeric references (9,506.8 and $47.42) in the derivative table; however, it does not disclose any current sale, exercise, or transfer that would immediately change tradable share counts. Based solely on the document, this is a compensation accounting event rather than a liquidity or control change.

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
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 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		6.01		(2)	(2)	Common Stock	6.01	$47.42	9,506.8	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 Kim K.W. Rucker	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 did Kim K.W. Rucker report on the Form 4 for Celanese (CE)?

The filing reports an acquisition of phantom stock units dated 08/11/2025 representing dividend equivalents under Celanese’s 2008 Deferred Compensation Plan.

How many shares or units are shown in the Form 4 for CE?

The derivative table in the filing lists the numeric value 9,506.8 alongside a price figure of $47.42 as reported values.

When will the phantom stock be payable into Celanese common shares?

The filing states the phantom shares become payable in common stock following the termination of the reporting person’s service as a director, per the Plan.

Does the Form 4 show a sale of Celanese shares by the director?

No. The Form 4 documents an acquisition of phantom stock (derivative credit); it does not show any sale or disposition of common shares in this filing.

Who signed the Form 4 and when was it filed?

The filing was signed by an attorney-in-fact, Christine Dryden, on 08/13/2025, and lists the earliest transaction date as 08/11/2025.