Lyondellbasell Industries N V SEC Filings

LyondellBasell Industries N.V. completed an underwritten public offering by its wholly owned subsidiary, LYB International Finance III, LLC, of $500 million 5.125% Guaranteed Notes due 2031 and $1 billion 5.875% Guaranteed Notes due 2036. The Notes are fully and unconditionally guaranteed by the Company.

The offering was registered on Form S-3ASR and sold using a base prospectus dated December 12, 2024, and a prospectus supplement dated November 10, 2025. The Notes were issued under LyondellBasell’s existing indenture framework and an officer’s certificate dated November 13, 2025. The underwriters were led by Citigroup, Deutsche Bank Securities, and J.P. Morgan.

LyondellBasell Industries (LYB) executive vice president, Global O&P and Refining, reported an open‑market purchase of 5,661 Class A ordinary shares on 11/12/2025 at a $43.5649 weighted‑average price. Following this transaction, direct beneficial ownership stands at 67,687.547 shares.

The filing notes the trade was executed in multiple lots between $43.45 and $43.65. Reported holdings include 25,680 restricted stock units granted under the long‑term incentive plan with scheduled vesting dates from February 2026 through February 2028.

LyondellBasell Industries N.V., via wholly owned subsidiary LYB International Finance III, LLC, launched a primary debt offering of $1.5 billion in senior unsecured notes fully and unconditionally guaranteed by LyondellBasell.

The deal comprises $500 million 5.125% Guaranteed Notes due 2031 and $1.0 billion 5.875% Guaranteed Notes due 2036. Interest accrues from November 13, 2025 and is payable semi‑annually on January 15 and July 15, starting July 15, 2026. The notes rank as senior unsecured obligations and are structurally subordinated to liabilities of subsidiaries (other than the issuer).

Pricing terms include public offering prices of 99.806% (2031) and 99.279% (2036), with underwriting discounts of 0.600% and 0.650%, respectively. Estimated net proceeds are ~$1.478 billion, intended for general corporate purposes, which may include repayment of LYB International Finance II’s 0.875% 2026 notes and certain 2027 notes. The notes feature optional redemption, tax redemption at 100%, and a change‑of‑control repurchase at 101%. Par call dates are December 15, 2030 (2031s) and October 15, 2035 (2036s).

LyondellBasell Industries N.V. reported a third‑quarter 2025 net loss of $890 million, driven primarily by a $972 million goodwill impairment and additional impairments of $230 million. Sales were $7,727 million, down from $8,604 million a year ago, and operating results swung to a loss of $731 million from income of $865 million.

For the first nine months of 2025, net loss was $598 million versus income of $1,970 million in 2024, with cash from operations of $755 million. Cash and equivalents were $1,784 million at September 30, 2025. Discontinued operations (refining) posted a Q3 loss of $61 million, with a year‑to‑date LIFO benefit of $196 million.

The company exercised a put option to sell select European O&P assets and expects a $700–$900 million loss on closing, anticipated in the first half of 2026, including a $300 million cash contribution and a transfer of approximately $340 million in net working capital. Year‑to‑date related costs were $27 million, and non‑cash PP&E impairments were $43 million. Financing actions included issuing $500 million of 6.150% notes due 2035 and repaying $492 million notes due 2025. The amended $3,750 million revolver increased leverage ratio limits and restricts dividend increases and repurchases at higher leverage.

LyondellBasell Industries N.V. (LYB) entered into a Sale and Purchase Agreement with AEQ Amethyst B.V. on October 29, 2025 to transfer subsidiaries that hold the assets and liabilities of its olefins and polyolefins businesses in Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre l’Etang (France), along with central support functions.

The agreement follows completion of the French employee consultation on October 15, 2025 and the Seller’s exercise of a previously granted put option on October 23, 2025. Closing remains subject to customary conditions, including regulatory approvals, additional employee representative and works council consultations, and completion of the carve‑out and asset transfers. The transaction is expected to close in the first half of 2026.

Separately, LYB furnished its earnings release and segment discussion for the quarter ended September 30, 2025 as Exhibits 99.1 and 99.2.

LyondellBasell Industries (LYB) insider transaction: An executive officer (EVP, Sustainability & Corp Aff) reported the vesting of restricted stock units on October 15, 2025. 176 Class A shares vested, and 43 shares were withheld by the issuer to cover taxes at a reported price of $46.76 under code F. Following the transactions, the reporting person beneficially owns 13,114.36 shares directly and 5,401 shares indirectly through a spouse. The footnotes state these holdings include RSUs under the long‑term incentive plan and prior ESPP purchases.

LyondellBasell Industries (LYB) filed a Form 4 reporting an automatic RSU vesting and related tax withholding. On October 15, 2025, 273 Class A ordinary shares vested from previously granted RSUs, and 131 shares were withheld by the issuer to cover taxes at a reported price of $46.76 under code F.

After the transaction, the reporting person beneficially owns 14,225 Class A ordinary shares directly. The filing notes 10,831 RSUs outstanding, including grants from February 2023, February 2024, and February 2025, with scheduled vesting dates on February 23, 2026; February 22, 2026 and 2027; and February 27, 2026, 2027, and 2028.

LyondellBasell Industries N.V. (LYB) reported an insider equity update. An officer (EVP, Ops Excellence, HSE) filed a Form 4 showing restricted stock units that vested and related tax withholding.

On October 15, 2025, 188 Class A ordinary shares vested from RSUs. To cover taxes, 74 shares were withheld at a price of $46.76 (transaction code F). Following the transaction, the officer beneficially owns 47,530 shares, held directly.

The filing notes 18,441 RSUs outstanding granted under the long‑term incentive plan with scheduled vesting: 4,296 on February 23, 2026; from a 7,285 grant, 2,429 vested on February 22, 2025 and 2,428 vest on February 22, 2026 and February 22, 2027; and from a 9,289 grant, 3,097 vest on February 27, 2026 and 3,096 vest on each of February 27, 2027 and February 27, 2028.

LyondellBasell Industries (LYB) reported an insider transaction by its EVP & Chief Innovation Officer. On 10/15/2025, 168 restricted stock units vested, and 84 Class A shares were withheld by the issuer to cover taxes (Transaction Code F) at a price of $46.76 per share. Following the transaction, the reporting person beneficially owned 35,803 shares directly.

The filing also lists 12,329 RSUs outstanding as of the report: 2,639 granted on 02/23/2023 vest on 02/23/2026; 5,088 granted on 02/22/2024 with 1,696 vested on 02/22/2025 and 1,696 vesting on 02/22/2026 and 02/22/2027; 6,298 granted on 02/27/2025 with 2,100 vesting on 02/27/2026, 2,099 on 02/27/2027, and 2,099 on 02/27/2028.