[8-K] LyondellBasell Industries N.V. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Credit markets analyst

LYB adds $1.5B of fixed-rate debt via two guaranteed tranches.

The issuer sold two series of senior guaranteed notes: $500 million at a 5.125% coupon due 2031 and $1 billion at a 5.875% coupon due 2036. Both are fully and unconditionally guaranteed by LyondellBasell, and were issued off an effective S-3ASR using an underwritten process.

Underwritten execution with leading banks and issuance under established indentures suggests standard terms and documentation. The filing does not specify net proceeds or covenants in this excerpt; credit impact depends on the company’s broader leverage and cash flow profile.

Key dated items include the prospectus supplement on November 10, 2025 and issuance on November 13, 2025. Subsequent disclosures may detail use of proceeds and any redemption provisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	001-34726	98-0646235
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Post Oak Blvd Suite 5100 Houston, Texas USA 77056		4th Floor, One Vine Street London W1J0AH The United Kingdom		Delftseplein 27E 3013 AA Rotterdam The Netherlands
		(Addresses of principal executive offices)(Zip code)

(713) 309-7200	+44 (0)207 220 2600	+31 (0)10 275 5500
(Registrant’s telephone numbers, including area codes)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Ordinary Shares, € 0.04 par value		LYB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2025, LyondellBasell Industries N.V. (the “Company”) and its wholly owned subsidiary, LYB International Finance III, LLC (the “Issuer”), completed the underwritten public offering and sale by the Issuer of $500 million aggregate principal amount of 5.125% Guaranteed Notes due 2031 (the “2031 Notes”) and $1 billion aggregate principal amount of 5.875% Guaranteed Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”). The Notes are fully and unconditionally guaranteed by the Company.

The offering of the Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3ASR (Registration No. 333-283755), and was made pursuant to the prospectus dated December 12, 2024 (the “Base Prospectus”), as supplemented by the prospectus supplement dated November 10, 2025 relating to the Notes and filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act (together with the Base Prospectus, the “Prospectus”). The Notes were issued under a base indenture, dated as of October 10, 2019, among the Company, the Issuer and Wells Fargo Bank, National Association, as trustee (the “Base Indenture”), as supplemented by a supplemental indenture dated May 17, 2023, among the Company, the Issuer, Computershare Trust Company, N.A., as base trustee (as successor to Wells Fargo Bank, National Association), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Supplemental Indenture,” and the Base Indenture as so supplemented, the “Indenture”). The terms of the Notes and the guarantees by the Company are set forth in an officer’s certificate of the Issuer dated November 13, 2025 delivered pursuant to the Indenture (the “Officer’s Certificate”).

The descriptions of the Notes, the Indenture, and the Officer’s Certificate are included in the Prospectus and are incorporated herein by reference. The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the Officer’s Certificate (including the forms of the Notes), copies of which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 8.01. Other Events.

On November 10, 2025, the Company and the Issuer entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the underwritten public offering and sale by the Issuer of the Notes.

The description above is a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1*		Underwriting Agreement dated November 10, 2025 among LyondellBasell Industries N.V., LYB International Finance III, LLC, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
4.1		Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019).
4.2		Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023).
4.3*		Officer’s Certificate of LYB International Finance III, LLC relating to the 5.125% Guaranteed Notes due 2031 and 5.875% Guaranteed Notes due 2036, dated as of November 13, 2025.
4.4*		Form of LYB International Finance III, LLC’s 5.125% Guaranteed Notes due 2031 (included in Exhibit 4.3).
4.5*		Form of LYB International Finance III, LLC’s 5.875% Guaranteed Notes due 2036 (included in Exhibit 4.3).
5.1*		Legal opinion of Gibson, Dunn & Crutcher LLP.
5.2*		Legal opinion of De Brauw Blackstone Westbroek N.V.
8.1*		Legal opinion of De Brauw Blackstone Westbroek N.V.
23.1*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2*		Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits 5.2 and 8.1).
104*		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	LYONDELLBASELL INDUSTRIES N.V.
Date: November 13, 2025	By:	/s/ Brendan J. Dalton
	Name:	Brendan J. Dalton
	Title:	Vice President and Treasurer

FAQ

What did LYB announce in this 8-K?

LYB completed an underwritten public offering of $500 million 5.125% Guaranteed Notes due 2031 and $1 billion 5.875% Guaranteed Notes due 2036, fully guaranteed by the Company.

Who issued the notes for LyondellBasell (LYB)?

The notes were issued by LYB International Finance III, LLC, a wholly owned subsidiary of LyondellBasell.

Are the LYB notes guaranteed?

Yes. The notes are fully and unconditionally guaranteed by LyondellBasell Industries N.V.

How were the LYB notes registered and offered?

They were registered on Form S-3ASR and sold under a base prospectus dated December 12, 2024, and a prospectus supplement dated November 10, 2025.

Who were the underwriters for LYB’s offering?

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC acted as representatives of the several underwriters.

Under what indenture were the notes issued?

They were issued under a base indenture dated October 10, 2019, as supplemented on May 17, 2023, with terms set in an officer’s certificate dated November 13, 2025.