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.
Celanese Corporation director Timothy Go was credited on 08/11/2025 with phantom stock units under the company’s 2008 Deferred Compensation Plan. Each phantom unit represents the right to receive one share of Celanese common stock, and the reported units are dividend equivalents that become payable in shares following the termination of the reporting person’s service. The Form 4 shows an allocation of 0.71 phantom shares at an indicated value of $47.42, bringing total reported phantom holdings to 1,114.71 units, reported as direct ownership. The entry is recorded in Table II as a derivative securities acquisition and reflects non-cash, deferred compensation rather than an open-market trade.
Edward G. Galante, a director of Celanese Corporation (CE), reported acquisition of phantom stock units on 08/11/2025 under the company’s 2008 Deferred Compensation Plan. The Form 4 records an acquisition (A) of phantom stock representing 6,797.555 underlying common shares at a reported per-unit value of $47.42, with the ownership form marked as Direct (D).
Each phantom share is described as the right to receive one share of common stock and represents dividend equivalents deferred under the Plan; those units become payable in shares following the termination of the reporting person’s service as a director. The Form 4 is signed by an attorney-in-fact for the reporting person.
Celanese Corporation entered into a five-year unsecured Revolving Credit Agreement providing a $1.75 billion facility with a $250 million sublimit for letters of credit, replacing its prior revolver. The facility is available in U.S. dollars and certain other currencies and is guaranteed by the company, Celanese US Holdings LLC and certain domestic subsidiaries.
Borrowings accrue interest based on Daily Simple SOFR, Term SOFR or a customary base rate plus a margin of 1.00%–2.00% (or 0.00%–1.00% for U.S. dollar base rate borrowings), with undrawn amounts subject to a commitment fee of 0.09%–0.35%, each range tied to the company’s senior unsecured debt ratings. The agreement includes customary covenants—maintenance of a leverage ratio and a fixed charge coverage ratio—limits on dividends until a target ratio is met, and customary default provisions. Separately, Celanese US agreed to a Sixth Amendment to its Term Loan Credit Agreement adding a minimum consolidated fixed charge coverage ratio and similar dividend limitations. Full terms are in Exhibits 10.1 and 10.2.
Celanese reported mixed second-quarter results. Net sales declined to $2,532 million from $2,651 million a year earlier, and six-month sales fell to $4,921 million from $5,262 million. Despite lower sales, net earnings attributable to Celanese were $199 million for the quarter versus $155 million in Q2 2024, with diluted EPS of $1.81 versus $1.41.
Cash and liquidity improved: cash and cash equivalents rose to $1,173 million and operating cash flow for the six months was $447 million. Long-term debt increased to $12,689 million (net of current installments) driven by new debt issuances in 2025, including the 2025 Offering. The Company completed tender offers to retire near-term notes and announced intent to divest the Micromax portfolio. Significant foreign currency translation losses and other comprehensive loss reduced AOCI to $(903) million, and accumulated goodwill impairment in Engineered Materials remains $1.5 billion.
Celanese Corporation announced that its President and CEO, Scott A. Richardson, will present the company’s second quarter 2025 financial results in a webcast on August 12, 2025 at 9:00 a.m. ET. The company says the webcast, a press release, management's prepared remarks and a slide presentation will be available on the Celanese investor website under News & Events/Events Calendar.
The filing furnishes the prepared remarks and slide deck as Exhibit 99.1(a) and Exhibit 99.1(b), and provides a Non-US GAAP Financial Measures and Supplemental Information document as Exhibit 99.2 that defines and reconciles the non-GAAP measures referenced by management. The company notes these materials are being furnished, not filed, and therefore are not subject to Section 18 liabilities or incorporation by reference.
Celanese Corporation filed a Current Report on Form 8-K stating that on August 11, 2025 the company issued a press release reporting its second quarter 2025 financial results, which is furnished as Exhibit 99.1. The filing also furnishes Exhibit 99.2, which reconciles each Non‑US GAAP financial measure in the press release to the most directly comparable US GAAP measure and provides supplemental information explaining management's view of those measures.
The disclosure is provided pursuant to Item 2.02 (results of operations) and Item 9.01 (furnished exhibits). The filing states that the information and exhibits will not be incorporated by reference into other filings under the Securities Act or the Exchange Act.