0001104659-25-024036 8-K 15 20250314 5.03 9.01 20250314 20250314 Celanese Corp 0001306830 2820 08 Industrial Applications and Services 980420726 DE 1231 8-K 34 001-32410 25741438 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 tm258906d1_8k.htm FORM 8-K false --12-31 0001306830 0001306830 2025-03-14 2025-03-14 0001306830 us-gaap:CommonStockMember 2025-03-14 2025-03-14 0001306830 CE:SeniorUnsecuredNotesDue2026Member 2025-03-14 2025-03-14 0001306830 CE:SeniorUnsecuredNotesDue2027Member 2025-03-14 2025-03-14 0001306830 CE:SeniorUnsecuredNotesDue2028Member 2025-03-14 2025-03-14 0001306830 CE:SeniorUnsecuredNotesDue2029Member 2025-03-14 2025-03-14 0001306830 CE:SeniorUnsecuredNotesDue2031Member 2025-03-14 2025-03-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 (Commission File (IRS Employer of incorporation) Number) 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: Name of Each Exchange on Title of Each Class Trading Symbol(s) Which Registered Common Stock, par value The New York Stock $0.0001 per share CE Exchange 4.777% Senior Notes due The New York Stock 2026 CE /26A Exchange 2.125% Senior Notes due The New York Stock 2027 CE /27 Exchange 0.625% Senior Notes due The New York Stock 2028 CE /28 Exchange 5.337% Senior Notes due The New York Stock 2029 CE /29A Exchange 5.000% Senior Notes due The New York Stock 2031 CE /31 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 EX-3.1 2 tm258906d1_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 FIRST AMENDMENT TO THE SEVENTH AMENDED AND RESTATED BY-LAWS OF 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).