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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): November 10, 2025~~1934

Date of Report (Date of earliest event reported): January 30, 2026

____________________________________________

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

____________________________________________

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

2800 Post Oak Blvd.,

4th Floor, One Vine Street

(Addresses of principal executive offices)(Zip code)

Suite 5100

London

Delftseplein 27E

Houston, Texas

W1J0AH

3013AA

Rotterdam

USA

77056

United Kingdom

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)


			(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:~~_____________________________________

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, € 0.04 par value

LYB

New York Stock Exchange

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 12.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Conditions.

On ~~November 13~~January 30, ~~2025~~2026, LyondellBasell Industries N.V. ~~(the~~announced ~~“Company”) and~~earnings ~~its~~results ~~wholly~~for ~~owned~~the ~~subsidiary,~~quarter ~~LYB~~ended ~~International~~December ~~Finance III~~31, ~~LLC~~2025 ~~(the “Issuer”), completed the underwritten public offering~~ and ~~sale~~provided bya ~~the~~supplemental ~~Issuer~~discussion of ~~$500~~segment ~~million~~results. ~~aggregate~~Copies ~~principal amount~~ of ~~5.125%~~our ~~Guaranteed~~earnings ~~Notes~~release ~~due 2031 (the “2031 Notes”)~~ and $1 ~~billion~~segment ~~aggregate~~results ~~principal~~are attached ~~amount~~as ofExhibit 599.~~875%~~1 ~~Guaranteed Notes due 2036 (the “2036 Notes”~~ and, ~~together~~99.2 ~~with the 2031 Notes~~respectively, ~~the~~ ~~“Notes”).~~and ~~The Notes~~ are ~~fully~~incorporated ~~and~~into ~~unconditionally~~this ~~guaranteed~~Item 2.02 by ~~the Company~~reference.

The ~~offering~~information ofin ~~the~~this ~~Notes~~Current ~~was~~Report ~~registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement~~ on Form S8-~~3ASR (Registration No. 333-283755)~~K, ~~and~~including ~~was~~Exhibits ~~made~~99.1 ~~pursuant~~and to99.2 ~~the~~furnished ~~prospectus dated December 12~~herewith, ~~2024~~shall ~~(the~~not ~~“Base~~be ~~Prospectus”),~~deemed ~~as supplemented by the prospectus supplement dated November 10, 2025 relating~~ to ~~the~~be ~~Notes and~~ “filed” ~~with~~for ~~the~~purposes ~~Securities~~of ~~and~~Section 18 ~~Exchange Commission pursuant to Rule 424(b)~~ of the Securities Exchange Act ~~(together with the Base Prospectus, the “Prospectus”). The Notes were issued under a base indenture, dated as~~ of ~~October 10~~1934, ~~2019, among the Company, the Issuer and Wells Fargo Bank, National Association,~~ as ~~trustee~~amended (the “~~Base~~Exchange ~~Indenture~~Act”), asand ~~supplemented~~will bynot abe ~~supplemental~~incorporated ~~indenture~~by ~~dated~~reference ~~May~~into ~~17,~~any ~~2023,~~filing ~~among~~under the ~~Company,~~Exchange ~~the~~Act ~~Issuer,~~or ~~Computershare Trust~~the ~~Company,~~Securities ~~N.A.,~~Act ~~as base trustee (as successor to Wells Fargo Bank, National Association), and The Bank~~ of ~~New York Mellon Trust Company~~1933, ~~N.A.,~~ as ~~trustee (the “Supplemental Indenture~~amended,” ~~and~~unless ~~the~~specifically ~~Base~~identified ~~Indenture~~therein as sobeing ~~supplemented,~~incorporated ~~the~~therein ~~“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”)~~reference.

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~~	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.
99.1		Press Release dated January 30, 2026.
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).
99.2		Business Results Discussion by Reporting Segment dated January 30, 2026.
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).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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.~~

LYONDELLBASELL INDUSTRIES N.V.

Date: November 13, 2025

By:

/s/ Brendan J. Dalton

Date:

January 30, 2026

Name:

Brendan J. Dalton

By:

/s/ Matthew D. Hayes

Title:

Vice President and Treasurer

Matthew D. Hayes

Senior Vice President,

Chief Accounting Officer

(Principal Accounting Officer)

Filing Compare · LyondellBasell Industries N.V.