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): ~~May~~August 1511, 2025 (~~May 14~~August 11, 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	New York Stock Exchange
4.777% Senior Notes due 2026	CE /26A	New York Stock Exchange
2.125% Senior Notes due 2027	CE /27	New York Stock Exchange
0.625% Senior Notes due 2028	CE /28	New York Stock Exchange
5.337% Senior Notes due 2029	CE /29A	New York Stock Exchange
5.000% Senior Notes due 2031	CE /31	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 51.0301 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year.~~Agreement

AsRevolving ~~discussed~~Credit under Item 5.07 of this Current Report on Form 8-K, on May 14, 2025, Celanese Corporation (the “Company”) held its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and the Company’s shareholders approved amendments to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements in the Charter and replace them with majority voting standards, and to adopt certain other “housekeeping” amendments to the Charter (collectively, the “Charter Amendments”). The Charter Amendments are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2025, in connection with the 2025 Annual Meeting (the “Proxy Statement”). In connection with implementing the Charter Amendments, on May 15, 2025, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment setting forth the Charter Amendments, a Certificate of Elimination eliminating all provisions relating to a previously redeemed class of Company preferred stock of which no shares were outstanding, and a Restated Certificate of Incorporation (the “Restated Certificate”) that restated and integrated the Charter (as amended through the filing of the Certificate of Amendment and the Certificate of Elimination referenced above). The Company’s Board of Directors (the “Board”) had previously approved the filing of each of these documents, and each was effective upon filing on May 15, 2025.Agreement

InOn ~~connection~~August 11, 2025, ~~with~~Celanese ~~approving~~Corporation (the ~~Charter~~“Company”) ~~Amendments~~ and ~~recommending~~its wholly owned subsidiary Celanese US Holdings LLC (“Celanese US”) ~~them~~entered tointo a Credit Agreement (the ~~Company’s~~“Revolving ~~shareholders~~Credit ~~for~~Agreement”) ~~approval,~~by and asamong ~~disclosed~~the inCompany, ~~the~~Celanese ~~Proxy~~US ~~Statement~~as borrower, ~~the~~certain subsidiaries ~~Board~~of ~~also~~Celanese ~~approved~~US ~~conforming~~from ~~amendments~~ time to ~~the~~time ~~Company’s~~party ~~Seventh~~thereto ~~Amended~~as ~~and~~borrowers, ~~Restated~~each ~~By-laws,~~lender asfrom ~~amended~~time ~~(the~~to ~~“By-laws~~time ~~Amendments”).~~party ~~The~~thereto, ~~Board~~Bank ~~approved~~of ~~the~~America, ~~By-laws~~N.A., ~~Amendments~~as ~~contingent~~Administrative ~~upon~~Agent, ~~shareholder~~a ~~approval~~Swing ~~and~~Line ~~implementation~~Lender ofand ~~the~~an ~~related~~L/C ~~Charter~~Issuer ~~Amendments.~~and ~~Accordingly,~~other ~~the~~Swing ~~By-laws Amendments~~Line ~~became~~Lenders ~~effective~~and ~~upon~~L/C ~~the~~Issuers ~~filing~~party ofthereto. Obligations under the ~~Certificate~~Revolving ofCredit ~~Amendment~~Agreement ~~with~~are guaranteed by the ~~Secretary~~Company, ofCelanese ~~State~~US of(in the ~~State~~case of ~~Delaware~~borrowings onby ~~May 15,~~other borrowers) and certain ~~2025~~domestic subsidiaries of Celanese US.

The ~~foregoing~~Revolving ~~description~~Credit ofAgreement ~~the~~provides ~~Charter~~for ~~Amendments,~~a ~~the~~five-year ~~Certificate~~$1.75 billion ofunsecured ~~Elimination~~revolving credit facility, ~~the~~which ~~Restated~~is ~~Certificate~~available in U.S. dollars and ~~the~~certain ~~By-laws~~other ~~Amendments~~currencies isas ~~not~~provided ~~complete~~therein, and iswhich ~~qualified~~includes a insublimit ~~its~~of ~~entirety~~$250 million byfor ~~reference~~the toissuance ~~the Certificate~~of letters of ~~Amendment,~~credit (the ~~Certificate~~“Revolving ofFacility”). ~~Elimination,~~The Revolving Facility replaces the ~~Restated~~Company's ~~Certificate~~existing revolving credit facility under the Credit Agreement dated as of March 18, 2022, by and among the ~~Amended~~Company, Celanese ~~and~~US, ~~Restated~~Celanese ~~By-laws~~Europe B.V., ~~each~~a ~~dated~~wholly ~~May 15~~owned subsidiary of the Company, certain subsidiaries of Celanese US from time to time party ~~2025~~thereto as borrowers, ~~which~~each ~~are~~lender ~~filed~~from astime ~~Exhibits~~to ~~3.1~~time party thereto, ~~3.2~~Bank of America, 3N.3A., as Administrative Agent, a Swing Line Lender and ~~3.4~~an ~~hereto~~L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto, ~~respectively~~which was terminated on August 11, 2025 in connection with the entry into the Revolving Credit Agreement.

~~Item~~Amounts 5outstanding under the Revolving Credit Agreement accrue interest at an annual rate based on, in the case of U.07S. ~~Submission~~dollar borrowings, Daily Simple SOFR, Term SOFR or a customary base rate, at the borrower’s election, or in the case of ~~Matters~~foreign currency borrowings, the interest benchmark for such currency provided in the Revolving Credit Agreement, in each case plus a margin of between 1.00% and 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings), depending on the Company’s senior unsecured debt ratings. Undrawn amounts under the Revolving Credit Agreement are subject to a ~~Vote~~commitment fee at an annual rate of ~~Security~~between ~~Holders~~0.09% and 0.35%, depending on the Company’s senior unsecured debt ratings.

~~During~~The ~~the~~Revolving ~~2025~~Credit ~~Annual~~Agreement ~~Meeting,~~contains ~~the~~certain ~~Company’s~~covenants, ~~shareholders~~which, ~~were~~among ~~asked~~other tothings, ~~consider~~require ~~and vote upon~~ the ~~following~~maintenance ~~proposals: (1) election~~ of ~~thirteen~~a ~~directors~~leverage toratio ~~the~~and ~~Board~~a tofixed ~~serve~~charge ~~for~~coverage ~~a term~~ratio, ~~that~~limit ~~expires~~increases atto the ~~annual~~Company's dividend ~~meeting~~until ofa ~~shareholders~~specified intarget ~~2026~~ratio ~~and~~is ~~until~~met, ~~their~~restrict ~~successors~~certain ~~are~~merger ~~duly~~transactions ~~elected~~ and ~~qualified~~sales orof ~~their earlier~~all ~~resignation~~ or ~~retirement;~~substantially ~~(2) ratification~~all of the assets ~~selection~~and oflimit ~~KPMG LLP as~~ the ~~Company’s~~amount ~~independent~~of ~~registered public~~liens ~~accounting~~and ~~firm~~subsidiary ~~for~~indebtedness. ~~2025;~~Upon ~~(3) an~~the ~~advisory~~occurrence ~~vote~~of tocertain ~~approve~~events ~~executive compensation; (4) approval~~ of ~~four~~default, ~~Charter~~the ~~Amendments~~Company’s ~~to:~~obligations ~~(4a)~~under ~~provide~~the ~~that~~Revolving ~~the~~Credit ~~By-laws~~Agreement may be ~~amended~~accelerated. bySuch ~~majority~~events ~~vote; (4b) allow the Charter to be amended in the future by majority vote; (4c) allow the filling~~ of ~~open~~default ~~Board~~include ~~seats~~payment ~~at statutorily required special meetings~~ defaults under the ~~standard~~Revolving inCredit ~~the By-laws;~~Agreement, ~~and~~covenant ~~(4d)~~defaults ~~allow directors to be removed by majority vote;~~ and ~~(5)~~other ancustomary ~~advisory vote on a shareholder proposal requesting simple majority vote Charter and By-laws amendments~~defaults.

AsThe offinancial ~~the~~institutions ~~2025~~party ~~Annual~~to ~~Meeting~~the ~~record~~Revolving ~~date~~Credit ~~of March 17, 2025, there~~Agreement ~~were~~have ~~111,754,189~~performed ~~shares of the Company’s Common Stock issued~~ and ~~outstanding~~may ~~and~~continue ~~entitled~~ to beperform ~~voted~~commercial atbanking ~~the~~and ~~2025~~financial ~~Annual~~services ~~Meeting, if~~for ~~represented in person or by proxy at~~ the ~~2025~~Company ~~Annual~~for ~~Meeting.~~which Athey ~~total~~have ofreceived ~~100,831,777 shares were voted in person or by proxy (90.22%~~and ~~quorum).~~will ~~For~~continue ~~each~~to ~~proposal,~~receive ~~the~~customary ~~shareholder voting results were as follows:~~fees.

1.The ~~Election~~foregoing ofdescription ~~Directors.~~does ~~Each~~not constitute a complete summary of the terms of the ~~director~~Revolving ~~nominees~~Credit ~~was~~Agreement ~~elected~~and tois ~~serve~~qualified ~~for~~in aits ~~term~~entirety ~~which~~by ~~expires~~reference atto the ~~annual~~copy ~~meeting~~ of ~~shareholders~~the inCredit ~~2026~~Agreement byfiled ~~the~~as Exhibit 10.1 ~~votes~~to ~~set~~this ~~forth~~Current inReport, ~~the~~which ~~table~~is ~~below~~incorporated herein by reference.

Nominee	Voted For	Voted Against	Abstain	Broker Non-Votes
Bruce E. Chinn	95,808,405	340,702	62,886	4,619,784
Edward G. Galante	93,716,220	2,471,334	24,439	4,619,784
Timothy Go	95,786,375	360,274	65,344	4,619,784
Kathryn M. Hill	95,585,901	564,375	61,717	4,619,784
David F. Hoffmeister	91,424,192	4,742,876	44,925	4,619,784
Dr. Jay V. Ihlenfeld	93,867,328	2,300,812	43,853	4,619,784
Deborah J. Kissire	92,610,858	3,492,517	108,618	4,619,784
Michael Koenig	95,628,123	522,114	61,756	4,619,784
Christopher J. Kuehn	95,810,658	336,777	64,558	4,619,784
Ganesh Moorthy	93,706,890	2,396,461	108,642	4,619,784
Scott A. Richardson	95,844,035	344,874	23,084	4,619,784
Kim K.W. Rucker	89,621,891	6,504,450	85,652	4,619,784
Scott M. Sutton	95,840,791	335,158	36,044	4,619,784

Amendment to Term Loan Credit Agreement

On August 11, 2025, Celanese US entered into a Sixth Amendment to Credit Agreement (the “Amendment to the Term Loan Credit Agreement”), which amends the Term Loan Credit Agreement, dated as of March 18, 2022, by and among the Company, Celanese US, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to August 11, 2025, the “Term Loan Credit Agreement”).

The Amendment to the Term Loan Credit Agreement adds a minimum consolidated fixed charge coverage ratio covenant, limits increases to the Company's dividend until reaching a target consolidated leverage ratio and makes certain other modifications.

The foregoing description does not constitute a complete summary of the terms of the Amendment to the Term Loan Credit Agreement and is qualified in its entirety by reference to the copy of the Amendment to the Term Loan Credit Agreement filed as Exhibit 10.2 to this Current Report, which is incorporated herein by reference.

2.Item ~~Ratification of the Selection of Independent Registered Public Accounting Firm~~1.02 ~~The~~Termination ~~selection~~ of ~~KPMG~~a ~~LLP~~Material asDefinitive ~~the Company’s independent registered public accounting firm for 2025 was ratified by the shareholders by the votes set forth in the table below.~~Agreement

Voted For		Voted Against		Abstain
98,120,949		2,691,048		19,780

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 1.02.

3.Item ~~Advisory Vote to Approve Executive Compensation~~2.03 ~~Shareholders~~Creation ~~approved, on an advisory basis, the compensation~~ of ~~our~~a ~~named~~Direct ~~executive~~Financial ~~officers,~~Obligation asor ~~disclosed~~an inObligation ~~the~~under ~~Proxy~~an ~~Statement,~~Off-Balance bySheet ~~the~~Arrangement ~~votes~~of ~~set~~a ~~forth in the table below.~~Registrant

Voted For		Voted Against		Abstain		Broker Non-Votes
95,176,785		993,998		41,210		4,619,784

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

~~Approval~~Item of9.01 ~~Charter~~Financial ~~Amendments~~Statements ~~to:~~and Exhibits

~~4a. Provide that the By-laws may be amended by majority vote.~~ (d) The ~~Charter~~following ~~Amendment~~exhibits toare ~~provide~~being ~~that~~filed ~~the By-laws may be amended by majority vote was approved by the shareholders by the votes set forth in the table below.~~herewith:

Voted For	Voted Against	Abstain	Broker Non-Votes
Exhibit Number
95,960,964	230,595	20,434	4,619,784
	Description
10.1	Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto.*
10.2	Sixth Amendment to Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022.*
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

~~4b.~~* ~~Allow~~The ~~the~~Company ~~Charter~~has toomitted becertain ~~amended~~schedules inand ~~the~~similar ~~future~~attachments ~~by majority vote. The Charter Amendment~~ to ~~allow~~such ~~the~~agreements ~~Charter~~pursuant to beItem ~~amended~~601(a)(5) inof ~~the~~Regulation ~~future~~S-K. byThe ~~majority~~Company ~~vote~~will ~~was~~furnish ~~approved~~a bycopy ~~the~~of ~~shareholders~~such byomitted ~~the~~documents ~~votes~~to ~~set forth in~~ the ~~table~~SEC ~~below~~upon request.

Voted For		Voted Against		Abstain		Broker Non-Votes
95,952,318		238,075		21,600		4,619,784

4c. Allow the filling of open Board seats at statutorily required special meetings under the standard in the By-laws. The Charter Amendment to allow the filling of open Board seats at statutorily required special meetings under the standard in the By-laws was approved by the shareholders by the votes set forth in the table below.

Voted For		Voted Against		Abstain		Broker Non-Votes
95,980,376		211,072		20,545		4,619,784

4d. Allow directors to be removed by majority vote. The Charter Amendment to allow directors to be removed by majority vote was approved by the shareholders by the votes set forth in the table below.

Voted For		Voted Against		Abstain		Broker Non-Votes
96,033,389		159,424		19,180		4,619,784

5. Advisory Vote on Shareholder Proposal Requesting Simple Majority Vote Charter and By-laws Amendments, if Properly Presented. Shareholders approved, on an advisory basis, the shareholder proposal requesting simple majority vote Charter and By-laws amendments by the votes set forth in the table below.

Voted For		Voted Against		Abstain		Broker Non-Votes
61,973,184		34,205,495		33,314		4,620,221

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Celanese Corporation, effective May 15, 2025.
3.2		Certificate of Elimination of 4.25% Convertible Perpetual Preferred Stock of Celanese Corporation, effective May 15, 2025.
3.3		Restated Certificate of Incorporation of Celanese Corporation, effective May 15, 2025.
3.4		Amended and Restated By-laws of Celanese Corporation, effective May 15, 2025.
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:	~~May~~August 1511, 2025

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