Every material Form 8-K Celanese has filed with the SEC since May 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Celanese furnished prepared remarks and a slide deck for its third quarter 2026 earnings, showing adjusted earnings per share of $1.65, up 23% from the prior year, and free cash flow of $461 million. The company raised its full-year 2026 free cash flow outlook to $750 million to $800 million and expects full-year adjusted EPS of approximately $6.00 to $6.25. Management also said a sale of a further 19% stake in the Nutrinova joint venture to Mitsui, for about $152 million, is expected to close in the coming weeks.
Q3 2026 adjusted EPS of $1.65, up 23% from the same period last year; free cash flow of $461 million
Full-year 2026 free cash flow outlook raised to $750 million to $800 million
Full-year 2026 adjusted EPS expected at approximately $6.00 to $6.25
Net debt-to-operating EBITDA was 4.9x at quarter end, with a target of about 4.7x at the end of 2026
Celanese reported third quarter 2026 net sales of $2.6 billion, up 6% from a year earlier, and adjusted earnings per share of $1.65 versus $1.34 a year earlier. The company raised its 2026 free cash flow outlook to $750 to $800 million and expects full-year 2026 adjusted earnings per share of approximately $6.00 to $6.25, which gives shareholders a clearer view of earnings and cash generation for the year.
Q3 2026 net sales $2.6 billion, up 6% year over year; U.S. GAAP diluted EPS $0.68 and adjusted EPS $1.65
Full-year 2026 adjusted EPS outlook of approximately $6.00 to $6.25; free cash flow outlook raised to $750 to $800 million
Agreement to sell an additional 19% of Nutrinova joint venture to Mitsui & Co. for about $152 million in cash, expected to close in Q4 2026
Investor Event scheduled for December 9, 2026 in Florence, Kentucky
Celanese Corporation's Board increased its size from 10 to 11 members and elected Luis Fernandez-Moreno as a director, effective September 16, 2026. The filing describes him as independent under SEC and NYSE standards, with a background in specialty chemicals, and says he has not yet been appointed to any board committee.
Board expanded from 10 to 11 members; Fernandez-Moreno serves until the 2027 Annual Meeting of Shareholders
Board determined he is independent under SEC rules and NYSE listing standards; 10 of 11 directors are independent
Previously served as SVP at Ashland, Inc. (2013-2017) and is a director at Ingevity Corporation since 2016
No committee assignments yet; compensated under the company's non-management director practices
Celanese reported second quarter 2026 net sales of $2.8 billion, up 18 percent sequentially, and adjusted earnings per share of $2.45, compared with $1.43 a year earlier. Its U.S. GAAP diluted EPS from continuing operations fell to $1.15 from $1.89 a year earlier, and management expects third quarter adjusted EPS of about $1.35 to $1.75, moderating from the second quarter.
Net sales $2.752 billion in Q2 2026 vs. $2.337 billion in Q1 2026 and $2.532 billion in Q2 2025
Adjusted EPS $2.45 vs. $0.85 in Q1 2026 and $1.43 in Q2 2025; management called it the highest in nearly three years
Q3 2026 adjusted EPS expected at approximately $1.35 to $1.75; full-year 2026 adjusted EPS of approximately $6.00 and free cash flow of $700 to $800 million reaffirmed
Q2 free cash flow was $140 million, down from $311 million in Q2 2025
On July 31, 2026, Celanese US Holdings, a subsidiary of Celanese, signed an amendment to its revolving credit agreement with Bank of America as administrative agent. The amendment raises the consolidated net leverage covenant to an initial 5.50:1.00 starting with the quarter ending March 31, 2027, and increases a debt basket for foreign and Chinese subsidiaries from $900 million to $1,050 million.
Amendment dated July 31, 2026 amends the credit agreement dated August 11, 2025
Net leverage covenant increases to an initial 5.50:1.00 from the quarter ending March 31, 2027 through maturity, with modified step-downs thereafter
Combined debt basket for foreign subsidiary acquisitions and Chinese subsidiary corporate purposes rises from $900 million to $1,050 million
Celanese reported first quarter 2026 GAAP diluted EPS from continuing operations of $0.41 and adjusted EPS of $0.85, compared with $(0.17) and $0.54 a year earlier. Net sales were $2.3 billion, down from $2.4 billion a year earlier but up 6 percent sequentially, and the company raised its full-year free cash flow outlook to $700 million to $800 million, which matters to shareholders because it points to expected cash generation and deleveraging. The company also guided second-quarter adjusted EPS to $2.00 to $2.40.
Adjusted EPS of $0.85 versus $0.54 in Q1 2025; GAAP diluted EPS from continuing operations of $0.41 versus $(0.17)
Net sales of $2.3 billion, up 6 percent sequentially from $2.2 billion in Q4 2025 and down from $2.4 billion in Q1 2025
Full-year 2026 free cash flow outlook raised to $700 million to $800 million
Q2 2026 adjusted EPS expected at $2.00 to $2.40; about $3.00 expected for second half of 2026
Celanese Corporation expanded its Board of Directors from nine to 10 members and elected Anne P. Noonan as a director, effective April 20, 2026. The filing describes Ms. Noonan as independent and notes she has not yet been assigned to any Board committee.
Anne P. Noonan elected to the Board effective April 20, 2026; the Board voted April 16, 2026 to increase its size from nine to 10 members
Ms. Noonan will stand for shareholder election at the 2027 Annual Meeting; she has no committee assignments yet
Previously CEO and director of Summit Materials, Inc. (September 2020 to February 2025) and CEO of OMNOVA Solutions Inc. (2016 to 2020)
Celanese director Timothy Go resigned from the company's Board of Directors effective February 27, 2026, according to an 8-K filed March 4, 2026. The filing states the resignation was not due to any disagreement with the company on operations, policies, or practices.
Timothy Go resigned from the Board effective February 27, 2026
Filing states no disagreement with the company on operations, policies, or practices
Board and company thanked Mr. Go for his service as a Director
Celanese reported fourth-quarter and full-year 2025 results on February 17, 2026. Full-year net sales fell 7% to $9.5 billion, and adjusted EPS was $3.98 versus $8.18 in 2024, while the full-year U.S. GAAP diluted loss per share from continuing operations narrowed to $10.44 from $14.04. The company also guided first-quarter 2026 adjusted EPS to $0.70 to $0.85 and targets 2026 free cash flow of $650 million to $750 million.
Q4 2025 net sales were $2.2 billion, down 9% from the prior quarter and slightly below $2.358 billion in Q4 2024; Q4 adjusted EPS was $0.67 versus $1.33 a year earlier.
Full-year 2025 free cash flow was $773 million, up from $498 million in 2024, and operating cash flow was $1.1 billion.
Full-year 2025 results include Certain Items totaling $1.6 billion, primarily a goodwill and trade name impairment, which drove the U.S. GAAP loss.
First-quarter 2026 adjusted EPS guidance is $0.70 to $0.85, and the company targets 2026 free cash flow of $650 million to $750 million.
Celanese director Scott M. Sutton resigned from the Board of Directors effective January 4, 2026, citing the time commitment of his appointment as Chief Executive Officer of Rayonier Advanced Materials Inc. The company said the resignation was not the result of any disagreement with Celanese on its operations, policies, or practices.
Scott M. Sutton notified the Board on January 4, 2026 of his resignation as a director.
Resignation was tied to his appointment as CEO of Rayonier Advanced Materials Inc.
The filing states the resignation was not due to any disagreement with Celanese.
Celanese announced the departure in a press release dated January 6, 2026 (Exhibit 99.1).
Celanese US Holdings, a wholly owned subsidiary of Celanese, completed a registered offering of $1.4 billion in senior notes due 2031 and 2034. Net proceeds, with available cash, will repay term loan borrowings and fund tender offers for about $1.2 billion of existing 2027 and 2028 notes, which reshapes the company's debt maturities.
$600 million of 7.000% senior notes due 2031 and $800 million of 7.375% senior notes due 2034 were issued on December 17, 2025
Proceeds, with available cash, will repay a five-year term loan due 2027 and fund tender offers for about $1.2 billion of 6.665% notes due 2027 and 6.850% notes due 2028
Celanese Corporation guarantees the notes on a senior unsecured basis; interest is payable semi-annually starting August 15, 2026
Celanese US Holdings LLC, a wholly owned subsidiary of Celanese Corporation, agreed on December 3, 2025 to sell $1.4 billion of senior notes through an underwriting agreement with BofA Securities, Inc. The notes add fixed-rate debt that the company must repay, and the filing does not state how the proceeds will be used.
$600 million of 7.000% Senior Notes due 2031 and $800 million of 7.375% Senior Notes due 2034
Underwriting Agreement dated December 3, 2025, with BofA Securities, Inc. as representative of the underwriters
Offering made under Form S-3 registration statement No. 333-271048, with a prospectus supplement dated December 2, 2025
Celanese reported a third-quarter U.S. GAAP diluted loss of $12.39 per share, driven by about $1.5 billion in Certain Items, mainly non-cash impairments in Engineered Materials. Adjusted EPS was $1.34, down from $2.41 a year earlier, and net sales fell to $2.4 billion. The company guided fourth-quarter adjusted EPS to $0.85 to $1.00 and agreed to sell its Micromax business for about $500 million to deleverage the balance sheet.
Q3 net sales were $2.4 billion, down 4% sequentially and from $2.6 billion a year earlier; adjusted EPS was $1.34 versus $2.41 in Q3 2024.
Certain Items totaled $1.5 billion, principally non-cash asset impairment losses in the Engineered Materials segment.
Q4 2025 adjusted EPS is expected to be $0.85 to $1.00, with volume declines expected from western hemisphere seasonality.
Micromax divestiture to Element Solutions Inc. at about $500 million is expected to close in Q1 2026; Q3 free cash flow was $375 million.
Celanese announced it intends to permanently cease manufacturing at its acetate tow facility in Lanaken, Belgium, during the second half of 2026, subject to a works council consultation. The company expects about $70 million to $90 million of charges excluding employee termination costs, which it has not yet estimated, so the total cost to shareholders is not yet known.
Intended closure of the Lanaken, Belgium acetate tow site, with cessation of all manufacturing expected in the second half of 2026
Expected charges of about $70 million to $90 million excluding termination costs, including about $55 million to $65 million of non-cash accelerated depreciation and about $15 million to $25 million of shutdown cash costs
Cash outflows expected during fiscal years 2026 through 2028; consultation with works council and union representatives to begin on or about October 31, 2025
About 160 employees in manufacturing and support functions may be affected; termination costs not yet estimated
Celanese and its subsidiary Celanese US Holdings signed a five-year, $1.75 billion unsecured revolving credit facility on August 11, 2025, replacing the company's 2022 revolving facility, which was terminated the same day. The company also amended its term loan credit agreement, adding a minimum fixed charge coverage ratio covenant and limits on dividend increases until a target leverage ratio is reached. The filing does not state any amount drawn under the new facility, so the effect on shareholders depends on future borrowing and covenant compliance.
Five-year, $1.75 billion unsecured revolving credit facility, including a $250 million letters of credit sublimit
Interest margin of 1.00% to 2.00% over benchmark rates and commitment fee of 0.09% to 0.35% on undrawn amounts, both tied to senior unsecured debt ratings
Covenants include a leverage ratio, a fixed charge coverage ratio and limits on dividend increases until a specified target ratio is met
Sixth Amendment to the Term Loan Credit Agreement, dated August 11, 2025, adds a minimum consolidated fixed charge coverage ratio covenant
Celanese reported second quarter 2025 net sales of $2.5 billion, up 6% from the first quarter but below $2.65 billion a year earlier, and adjusted earnings per share of $1.44 versus $2.38 in the second quarter of 2024. GAAP diluted EPS was $1.90, aided by a $77 million tax benefit. The company expects third quarter adjusted EPS of $1.10 to $1.40 and reaffirmed 2025 free cash flow of $700 to $800 million, citing softening demand in the second half.
Adjusted EPS was $1.44 versus $2.38 in Q2 2024; GAAP diluted EPS was $1.90, including a $77 million tax benefit
Net sales were $2,532 million versus $2,651 million in Q2 2024, and up 6% from $2,389 million in Q1 2025
Third quarter 2025 adjusted EPS is expected at $1.10 to $1.40; 2025 free cash flow target is $700 to $800 million, with Q2 free cash flow at $311 million
Celanese reported first quarter 2025 results on May 5, 2025, with net sales of $2.4 billion, down from $2.6 billion a year earlier, and a U.S. GAAP diluted loss per share of $0.15 versus earnings of $1.10 in the prior-year quarter. The company guided to second quarter adjusted EPS of $1.30 to $1.50 and expects 2025 free cash flow of $700 to $800 million, while also announcing an intention to fully divest the Micromax business.
Q1 2025 net sales $2.4 billion (versus $2.6 billion in Q1 2024); operating profit $168 million (versus $210 million); free cash flow negative $73 million
Adjusted EPS $0.57 versus $2.08 in Q1 2024; U.S. GAAP diluted loss per share $0.15 versus $1.10 earnings
Q2 2025 adjusted EPS guidance of $1.30 to $1.50; 2025 free cash flow target of $700 million to $800 million
2025 cost reduction target raised to approximately $120 million; intention to divest Micromax announced
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