Form 8-K - Current report

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): March 14, 2025

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-32410		98-0420726
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(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 (see General Instruction A.2. below):

¨ 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
Common Stock, par value $0.0001 per share	CE	The New York Stock Exchange
4.777% Senior Notes due 2026	CE /26A	The New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	The New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	The New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	The New York Stock Exchange
5.000% Senior Notes due 2031	CE /31	The 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2025, the Board of Directors of Celanese Corporation (the “Company”) adopted and approved an amendment (the “Amendment”) to Article VIII, Section 8.01 of the Company’s Seventh Amended and Restated By-laws (as amended, the “Amended By-laws”), effective immediately. The Amended By-laws provide that, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933 or any rule or regulation promulgated thereunder, in each case, as amended from time to time. If the foregoing provision or its application to any person or any circumstance is illegal, invalid or unenforceable, the sole and exclusive state court forum for any such claim will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware).

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Amendment to the Seventh Amended and Restated By-laws of Celanese Corporation
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

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.

	CELANESE CORPORATION

	By:	/s/ Ashley B. Duffie
	Name:	Ashley B. Duffie
	Title:	Senior Vice President, General Counsel and Corporate Secretary

	Date:	March 14, 2025

Exhibit 3.1

FIRST AMENDMENT

TO THE

SEVENTH AMENDED AND RESTATED BY-LAWS

CELANESE CORPORATION

March 14, 2025

Reference is made to that certain Seventh Amended and Restated By-laws of Celanese Corporation, effective as of November 2, 2022 (the “By-laws”).

1.            Section 8.01 of the By-laws is hereby amended and restated in its entirety as follows:

Section 8.01 Exclusive Forum.

(A)         Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer, other employee or stockholder of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these By-laws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

(B)          Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time) shall be the federal district courts of the United States; provided, however, that if the foregoing provisions of this Section 8.01(B) are, or the application of such provisions to any person or any circumstance is, illegal, invalid or unenforceable, the sole and exclusive state court forum for any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time) shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware).

Cover	Mar. 14, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 14, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-32410
Entity Registrant Name	CELANESE CORPORATION
Entity Central Index Key	0001306830
Entity Tax Identification Number	98-0420726
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	222 West Las Colinas Blvd. Suite 900N
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	443-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	N/A
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CE
Security Exchange Name	NYSE
4.777% Senior Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.777% Senior Notes due 2026
Trading Symbol	CE /26A
Security Exchange Name	NYSE
2.125% Senior Notes due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	2.125% Senior Notes due 2027
Trading Symbol	CE /27
Security Exchange Name	NYSE
0.625% Senior Notes due 2028 [Member]
Document Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2028
Trading Symbol	CE /28
Security Exchange Name	NYSE
5.337% Senior Notes due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.337% Senior Notes due 2029
Trading Symbol	CE /29A
Security Exchange Name	NYSE
5.000% Senior Notes due 2031 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.000% Senior Notes due 2031
Trading Symbol	CE /31
Security Exchange Name	NYSE