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.
Scott Szwejbka, SVP, HIP Segment Head at Westlake Corp (WLK), reported vesting and disposition activity in the company’s common stock. On 10/01/2025 10,840 restricted stock units (RSUs) vested and converted one-for-one into 10,840 shares of common stock, increasing his beneficial holdings to 16,659 shares. On 10/02/2025 a disposition of 3,842 shares occurred, listed as a sale at $76.70 per share, reducing his beneficial ownership to 12,817 shares; the filing explains these shares were withheld to satisfy tax obligations arising from the RSU vesting. The Form 4 was signed by power of attorney on 10/03/2025.
James Chao, Senior Chairman and Director of Westlake Corp (WLK), reported an insider disposition on Form 4. The filing shows a gift (Code G) of 15,140 shares on 08/28/2025 at a reported price of $0, leaving Mr. Chao with 39,741 shares beneficially owned after the transaction.
The Form 4 was signed by a power of attorney on 08/29/2025. No derivative transactions or additional details are reported.
Westlake Corporation reported that on August 26, 2025 it entered into an agreement to acquire the global compounding solutions businesses of the ACI/Perplastic Group. The company disclosed this agreement through a Regulation FD communication, indicating it views the transaction as important information for the market. Details of the deal terms and strategic rationale are described in a press release furnished as Exhibit 99.1 to the report.
The press release and related disclosure are furnished rather than filed, which limits their use for certain liability purposes under U.S. securities laws unless later specifically incorporated into other company filings.
Michael J. Graff, a director of Westlake Corporation (WLK), filed a Form 4 reporting restricted stock unit activity and resulting ownership. The filing shows an acquisition on 08/08/2025 of 2,168 restricted stock units and a related transaction on 08/09/2025 affecting 1,128 restricted stock units. The document states restricted stock units convert into common stock one-for-one and that all restricted stock units will vest on August 8, 2026. The report lists a beneficial ownership of 21,142 common shares following the reported transactions. The form is signed by Michael Graff by POA on 08/11/2025.