8-K

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): January 6, 2026 (January 4, 2026)

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32410	98-0420726
(State or other jurisdiction<br>of incorporation)	(Commission File<br>Number)	(IRS Employer<br>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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On January 4, 2026, Scott M. Sutton notified the Board of Directors (the “Board”) of Celanese Corporation (the “Company”) that, given the anticipated responsibilities and time commitment associated with his appointment as Chief Executive Officer of Rayonier Advanced Materials Inc., he has decided to resign from the Board as of such date. Mr. Sutton’s decision to resign follows numerous contributions to the Company during his service as a Director and is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Board and the Company are grateful for Mr. Sutton’s service as a Director and wish him well in his new role.

On January 6, 2026, the Company issued a press release announcing the foregoing, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit<br>Number
	Description
99.1		Press Release dated January 6, 2026.*
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:	January 6, 2026

3

Document

Exhibit 99.1

News Release

Celanese Corporation
222 West Las Colinas Blvd.
Suite 900N
Irving, Texas 75039

Scott Sutton Resigns from Celanese Board of Directors as He Steps into a CEO Role

Dallas – January 6, 2026 – Celanese Corporation (NYSE: CE) (the “Company” or “Celanese”), a global chemical and specialty materials company, today announced that Scott Sutton has resigned as a member of the Celanese Board of Directors in connection with his appointment as Chief Executive Officer of Rayonier Advanced Materials Inc.

“Scott leveraged his deep industry and company experience and immediately contributed to the Board's oversight of the aggressive actions taken by management. We sincerely thank him for his contributions to Celanese not only during his service as a Director but also as a past employee. We wish him all the best in his new CEO role. His engagement with me and the Board has been extremely beneficial,” said Scott Richardson, CEO and President, Celanese Corporation. “Celanese continues to benefit from an experienced Board of Directors overseeing our disciplined strategic execution, and we are confident we are taking the right steps to create sustained value for shareholders.”

“It has been a pleasure serving on the Celanese Board and working alongside my fellow Directors and the management team to strengthen the Company’s foundation and advance its strategic priorities,” said Mr. Sutton. “This is an important time at Celanese, and management has made meaningful progress increasing cash flow to accelerate deleveraging, intensifying cost improvements, and positioning the Company for top line growth. I’m confident Celanese will continue to build on its success and drive long-term value creation.”

About Celanese

Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation is a Fortune 500 company that employs more than 11,000 employees worldwide with 2024 net sales of $10.3 billion.

Celanese Contacts:

Investor Relations

Bill Cunningham

+1 302 772 5231

william.cunningham@celanese.com

Media Relations – Global

Jamaison Schuler

+1 972 443 4400

media@celanese.com

Media Relations Europe (Germany)

Petra Czugler

+49 69 45009 1206

petra.czugler@celanese.com