WESTLAKE CORPORATION SEC Filings

Westlake Corp director reports routine equity award vesting and share acquisition. A board member converted 1,339 restricted stock units into 1,339 shares of Westlake common stock on December 10, 2025, shown as an "M" code transaction. The form reports these shares as directly owned after the transaction.

The restricted stock units were originally granted on December 10, 2024 and vested on the first anniversary of the grant. Each unit converts into one share of common stock at an exercise price of $0, reflecting standard director equity compensation rather than an open-market purchase. The derivative position now shows zero restricted stock units remaining after this vesting and settlement.

Westlake Corporation announced the pricing and the expiration/results of its previously announced cash tender offer for any and all of its outstanding 3.600% Senior Notes due 2026. The updates were disclosed via two press releases issued on November 10, 2025 and furnished as Exhibits 99.1 and 99.2.

The tender offer remains subject to the terms and conditions set forth in the Offer to Purchase dated November 4, 2025. The information was furnished under Regulation FD (Item 7.01) and is not deemed filed under the Exchange Act.

Westlake Corporation announced an underwritten public debt offering of $600 million 5.550% senior notes due 2035 and $600 million 6.375% senior notes due 2055, issued off its Form S-3 shelf. The offering is expected to close on November 6, 2025, subject to customary conditions.

The company expects approximately $1.185 billion in net proceeds (after underwriting discounts and commissions). Westlake plans to use the proceeds first to fund a concurrent tender offer for any and all of its 3.600% senior notes due 2026, of which $750 million was outstanding as of September 30, 2025. Any remaining proceeds will fund part of the purchase price for the pending acquisition of the global compounding solutions business of the ACI/Perplastic Group and for general corporate purposes, including working capital. The offering is not contingent on completing the acquisition or the tender offer.

The notes will be issued under Westlake’s existing indenture and a fifteenth supplemental indenture, which include covenants limiting certain secured debt, sale-leasebacks, and specified mergers or asset transfers, subject to significant exceptions.

Westlake Corporation launched a primary debt offering of $1.2 billion in senior unsecured notes, split between $600 million 5.550% notes due November 15, 2035 and $600 million 6.375% notes due November 15, 2055. Interest starts November 6, 2025 and is payable semi‑annually on May 15 and November 15.

The company expects net proceeds of $1.185 billion (before expenses). Westlake intends to use the proceeds to repurchase its 3.600% Senior Notes due 2026 via a concurrent cash tender offer (outstanding principal $750 million as of September 30, 2025), with any remainder for the pending ACI acquisition (estimated €82.5 million) and general corporate purposes. The notes are callable as described, include a 101% change‑of‑control repurchase right, will not be listed, and settle T+2 on or about November 6, 2025.

As of September 30, 2025, on an as‑adjusted basis assuming full tender, total outstanding debt would be approximately $5.186 billion, representing about 34.3% of total capitalization.

Westlake Corporation announced a cash tender offer for any and all of its outstanding 3.600% Senior Notes due 2026, subject to the terms and conditions in an Offer to Purchase dated November 4, 2025.

On the same day, the company also announced its intention to offer senior unsecured notes in an underwritten public offering pursuant to its effective Form S-3 shelf registration. Both announcements were made via press releases furnished as exhibits.

Westlake Corporation launched a primary debt offering of two series of senior unsecured notes under an effective shelf. Final sizes, coupons and maturities will be set at pricing. The notes will be issued in $2,000 minimum denominations and will not be listed on an exchange.

Westlake intends to use the net proceeds to fund a cash tender offer for its 3.600% Senior Notes due 2026, of which $750 million was outstanding as of September 30, 2025. Any remaining proceeds are expected to fund the €82.5 million pending ACI acquisition and for general corporate purposes. The tender offer is expected to expire on November 10, 2025 and is conditioned on completion of this offering; the offering is not contingent on tender completion.

The notes rank equally with Westlake’s other senior unsecured debt and are effectively subordinated to secured debt and subsidiary liabilities. Westlake may redeem the notes at its option as described, and a Change of Control Triggering Event would require a 101% repurchase offer. Settlement will be in book-entry form through DTC, Euroclear and Clearstream.

Westlake Corporation filed an automatic shelf registration on Form S-3 that includes the potential resale of up to 4,500,000 shares of common stock by its principal stockholder, TTWF LP.

Separately, the filing allows Westlake to offer, from time to time after effectiveness, debt securities, preferred stock, common stock, and warrants, with specific terms to be set in future prospectus supplements. Westlake expects to use any primary offering proceeds for general corporate purposes. It will not receive any proceeds from shares sold by the selling stockholder. Westlake’s common stock trades on the NYSE under “WLK.”

TTWF LP is identified as the principal stockholder and, as of October 27, 2025, beneficially owned approximately 72.4% of Westlake’s common stock. The prospectus outlines standard risks, including potential effects of majority control, stock price volatility, and typical senior note ranking considerations for any future debt issued under the indenture.

Westlake Corporation reported third‑quarter results marked by a non‑cash goodwill impairment and lower sales. Net sales were $2,838 million versus $3,117 million a year ago. The quarter included a $727 million non‑cash goodwill impairment tied to the North American Chlorovinyls reporting unit, leading to a net loss of $782 million and diluted EPS of $(6.06).

Year to date, net sales were $8,637 million and operating cash flow totaled $240 million (down from $880 million in the prior year), while capital expenditures reached $754 million. Cash and cash equivalents were $1,927 million with $198 million in available‑for‑sale securities, and the revolving credit facility provided $1,500 million of additional availability. Long‑term debt carried at $4,656 million included a current portion of $750 million due 2026 notes.

The Housing and Infrastructure Products segment delivered income from operations of $151 million, while Performance and Essential Materials posted a loss reflecting the impairment. The company declared a quarterly dividend of $0.5300 per share. Shares outstanding were 128,273,220 as of October 24, 2025.

Westlake Corporation (WLK) furnished a press release announcing its third‑quarter 2025 results. The company also scheduled a conference call on October 30, 2025 to discuss the quarter and made an investor presentation available. The materials were provided as Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation) and were furnished, not filed, under the Exchange Act.