000130683012/312026Q1falsehttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#InterestExpensehttp://fasb.org/us-gaap/2025#InterestExpensehttp://fasb.org/us-gaap/2025#ForeignCurrencyTransactionGainLossBeforeTaxhttp://fasb.org/us-gaap/2025#ForeignCurrencyTransactionGainLossBeforeTaxhttp://fasb.org/us-gaap/2025#ForeignCurrencyTransactionGainLossBeforeTax http://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#ForeignCurrencyTransactionGainLossBeforeTax http://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/us-gaap/2025#OtherAssetsCurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherAssetsCurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent29111xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureiso4217:CNYiso4217:EURiso4217:JPYce:numberOfClaimsce:segment00013068302026-01-012026-03-310001306830us-gaap:CommonStockMember2026-01-012026-03-310001306830ce:EURSeniorUnsecuredNotesDue2026Member2026-01-012026-03-310001306830ce:EURSeniorUnsecuredNotesDue2027Member2026-01-012026-03-310001306830ce:EURSeniorUnsecuredNotesDue2028Member2026-01-012026-03-310001306830ce:EURSeniorUnsecuredNotesDue2029Member2026-01-012026-03-310001306830ce:EURSeniorUnsecuredNotesDue2031Member2026-01-012026-03-3100013068302026-05-0100013068302025-01-012025-03-3100013068302026-03-3100013068302025-12-310001306830us-gaap:CommonStockMember2025-12-310001306830us-gaap:CommonStockMember2024-12-310001306830us-gaap:CommonStockMember2026-01-012026-03-310001306830us-gaap:CommonStockMember2025-01-012025-03-310001306830us-gaap:CommonStockMember2026-03-310001306830us-gaap:CommonStockMember2025-03-310001306830us-gaap:TreasuryStockCommonMember2025-12-310001306830us-gaap:TreasuryStockCommonMember2024-12-310001306830us-gaap:TreasuryStockCommonMember2026-01-012026-03-310001306830us-gaap:TreasuryStockCommonMember2025-01-012025-03-310001306830us-gaap:TreasuryStockCommonMember2026-03-310001306830us-gaap:TreasuryStockCommonMember2025-03-310001306830us-gaap:AdditionalPaidInCapitalMember2025-12-310001306830us-gaap:AdditionalPaidInCapitalMember2024-12-310001306830us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001306830us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001306830us-gaap:AdditionalPaidInCapitalMember2026-03-310001306830us-gaap:AdditionalPaidInCapitalMember2025-03-310001306830us-gaap:RetainedEarningsMember2025-12-310001306830us-gaap:RetainedEarningsMember2024-12-310001306830us-gaap:RetainedEarningsMember2026-01-012026-03-310001306830us-gaap:RetainedEarningsMember2025-01-012025-03-310001306830us-gaap:RetainedEarningsMember2026-03-310001306830us-gaap:RetainedEarningsMember2025-03-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001306830us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-3100013068302025-03-3100013068302024-12-310001306830ce:ConsolidatedVenturesMember2026-03-310001306830srt:RevisionOfPriorPeriodErrorCorrectionAdjustmentMember2025-03-310001306830us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberce:MicromaxMember2026-02-022026-02-020001306830us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberce:MicromaxMember2026-01-012026-03-310001306830ce:LanakenBelgiumMemberce:AcetylChainMember2026-01-012026-03-310001306830ce:LanakenBelgiumMemberce:AcetylChainMember2026-03-310001306830ce:EngineeredMaterialsMember2025-12-310001306830ce:AcetylChainMember2025-12-310001306830ce:EngineeredMaterialsMember2026-01-012026-03-310001306830ce:AcetylChainMember2026-01-012026-03-310001306830ce:EngineeredMaterialsMember2026-03-310001306830ce:AcetylChainMember2026-03-310001306830us-gaap:LicensingAgreementsMember2025-12-310001306830us-gaap:CustomerRelationshipsMember2025-12-310001306830us-gaap:DevelopedTechnologyRightsMember2025-12-310001306830us-gaap:OtherIntangibleAssetsMember2025-12-310001306830us-gaap:LicensingAgreementsMember2026-01-012026-03-310001306830us-gaap:CustomerRelationshipsMember2026-01-012026-03-310001306830us-gaap:DevelopedTechnologyRightsMember2026-01-012026-03-310001306830us-gaap:OtherIntangibleAssetsMember2026-01-012026-03-310001306830us-gaap:LicensingAgreementsMember2026-03-310001306830us-gaap:CustomerRelationshipsMember2026-03-310001306830us-gaap:DevelopedTechnologyRightsMember2026-03-310001306830us-gaap:OtherIntangibleAssetsMember2026-03-310001306830us-gaap:TrademarksAndTradeNamesMember2025-12-310001306830us-gaap:TrademarksAndTradeNamesMember2026-01-012026-03-310001306830us-gaap:TrademarksAndTradeNamesMember2026-03-310001306830us-gaap:RevolvingCreditFacilityMember2026-03-310001306830us-gaap:RevolvingCreditFacilityMember2025-12-310001306830us-gaap:ShortTermDebtMember2026-03-310001306830us-gaap:ShortTermDebtMember2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2026Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2026Member2025-12-310001306830ce:EURSeniorUnsecuredNotesDue2026Member2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2026Member2025-12-310001306830ce:EURSeniorUnsecuredNotesDue2027Member2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2027Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2027Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2027Member2025-12-310001306830ce:EURSeniorUnsecuredNotesDue2028Member2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2028Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2028Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2028Member2025-12-310001306830ce:EURSeniorUnsecuredNotesDue2029Member2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2029Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2029Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2029Member2025-12-310001306830ce:USD700MSeniorUnsecuredNotesDue2030Member2026-03-310001306830ce:USD700MSeniorUnsecuredNotesDue2030Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2030Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2030Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2031Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2031Member2025-12-310001306830ce:EURSeniorUnsecuredNotesDue2031Member2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2031Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2032Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2032Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2033Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2033Member2025-12-310001306830ce:USD1.1BSeniorUnsecuredNotesDue2033Member2026-03-310001306830ce:USD1.1BSeniorUnsecuredNotesDue2033Member2025-12-310001306830ce:USDSeniorUnsecuredNotesDue2034Member2026-03-310001306830ce:USDSeniorUnsecuredNotesDue2034Member2025-12-310001306830ce:PollutionControlAndIndustrialRevenueBondsMember2026-03-310001306830ce:PollutionControlAndIndustrialRevenueBondsMember2025-12-310001306830us-gaap:LoansPayableMember2026-03-310001306830us-gaap:LoansPayableMember2025-12-310001306830ce:VariousSeniorNotesMembersrt:MaximumMember2025-02-012025-02-280001306830ce:VariousSeniorNotesMembersrt:MaximumMember2025-11-012025-11-300001306830ce:PollutionControlAndIndustrialRevenueBondsMembersrt:MinimumMember2026-03-310001306830ce:PollutionControlAndIndustrialRevenueBondsMembersrt:MaximumMember2026-03-310001306830ce:March2022U.S.TermLoanCreditAgreementMember2022-03-310001306830ce:November2024USTermLoanCreditAgreementMember2024-11-300001306830us-gaap:RevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2025-08-310001306830us-gaap:RevolvingCreditFacilityMemberce:VariableInterbankInterestRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2026-01-012026-03-310001306830us-gaap:RevolvingCreditFacilityMemberce:VariableInterbankInterestRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2026-01-012026-03-310001306830us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2026-01-012026-03-310001306830us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberus-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2026-01-012026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CSITRevolvingCreditAgreementMember2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueDecember252026Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueJune172027Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueJune282027Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueDecember212027Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueMarch62028Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueJune92028Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueJuly32028Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCWorkingCapitalLoanAgreementDueOctober202028Member2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCTermLoanAgreementDueMarch112031Member2026-03-310001306830ce:ChinaCreditFacilitiesMember2026-03-310001306830ce:ChinaCreditFacilitiesMemberce:CNCCTermLoanAgreementDueMarch112031Member2026-03-100001306830ce:ChinaCreditFacilitiesMemberce:CNCCTermLoanAgreementDueMarch112031Member2026-03-102026-03-100001306830ce:ChinaRevolvingCreditFacilitiesMemberce:CNCCRevolvingCreditAgreementMember2025-04-300001306830ce:ChinaRevolvingCreditFacilitiesMemberce:CNCCRevolvingCreditAgreementMember2025-04-012025-04-300001306830ce:ChinaRevolvingCreditFacilitiesMemberce:CNCCCNY950MTermLoanAgreementMember2026-03-260001306830ce:ChinaCreditFacilitiesMemberce:CNCCCNY950MTermLoanAgreementMember2026-03-262026-03-260001306830us-gaap:RevolvingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2026-03-310001306830ce:ChinaRevolvingCreditFacilitiesMemberus-gaap:RevolvingCreditFacilityMember2026-03-310001306830ce:EURSeniorUnsecuredNotesDue2031Member2025-03-310001306830ce:March2025OfferingOfUSDSeniorUnsecuredNotesMember2025-03-310001306830ce:EURSeniorUnsecuredNotesDue2026Member2025-03-310001306830ce:USDSeniorUnsecuredNotesDue2027Member2025-03-310001306830ce:March2025OfferingOfSeniorUnsecuredNotesMember2025-03-310001306830ce:March2025TenderOffersMember2025-01-012025-03-310001306830ce:December2025OfferingOfSeniorUnsecuredNotesMember2025-12-310001306830ce:December2025TenderOffersMember2025-12-310001306830ce:AmendedRestatedReceivablePurchasingFacilityMemberus-gaap:SecuredDebtMember2026-01-012026-03-310001306830ce:AmendedRestatedReceivablePurchasingFacilityMemberus-gaap:SecuredDebtMember2026-03-310001306830ce:AmendedRestatedReceivablePurchasingFacilityMemberus-gaap:SecuredDebtMember2025-12-310001306830ce:AmendedRestatedReceivablePurchasingFacilityMemberus-gaap:SecuredDebtMember2025-01-012025-12-310001306830ce:EuropeFactoringAgreementsMember2026-03-310001306830ce:JapanFactoringAgreementsMember2026-03-310001306830ce:SingaporeFactoringAgreementsMember2026-03-310001306830ce:ChinaFactoringAgreementsMember2026-03-310001306830ce:ChinaEuropeJapanAndSingaporeFactoringAgreementsMember2026-03-310001306830ce:ChinaEuropeJapanAndSingaporeFactoringAgreementsMember2025-12-310001306830ce:ChinaEuropeJapanAndSingaporeFactoringAgreementsMember2026-01-012026-03-310001306830ce:ChinaEuropeJapanAndSingaporeFactoringAgreementsMember2025-01-012025-12-310001306830ce:MasterDiscountingAgreementMember2026-03-310001306830ce:MasterDiscountingAgreementMember2025-12-310001306830us-gaap:PensionPlansDefinedBenefitMember2026-01-012026-03-310001306830us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2026-01-012026-03-310001306830us-gaap:PensionPlansDefinedBenefitMember2025-01-012025-03-310001306830us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-01-012025-03-310001306830us-gaap:PensionPlansDefinedBenefitMember2026-03-310001306830us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2026-01-012026-03-310001306830us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2026-03-310001306830us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2026-03-310001306830us-gaap:PensionPlansDefinedBenefitMember2025-12-310001306830us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-12-310001306830ce:PassaicRiverNewJerseyMember2026-01-012026-03-310001306830ce:PassaicRiverNewJerseyMember2016-03-012016-03-310001306830ce:PassaicRiverNewJerseyMember2021-09-012021-09-300001306830ce:PassaicRiverNewJerseyMember2018-06-012018-06-300001306830ce:PassaicRiverNewJerseyMember2022-12-012022-12-310001306830ce:PassaicRiverNewJerseyMember2023-03-012023-03-310001306830ce:PassaicRiverNewJerseyMember2026-03-310001306830us-gaap:SubsequentEventMember2026-04-152026-04-1500013068302008-02-012026-03-310001306830us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310001306830us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2025-12-310001306830us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310001306830us-gaap:AccumulatedTranslationAdjustmentMember2026-01-012026-03-310001306830us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2026-01-012026-03-310001306830us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310001306830us-gaap:AccumulatedTranslationAdjustmentMember2026-03-310001306830us-gaap:AociDerivativeQualifyingAsHedgeExcludedComponentParentMember2026-03-310001306830us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-03-310001306830us-gaap:CommodityContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001306830us-gaap:CommodityContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001306830us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001306830us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001306830us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310001306830us-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2026-01-012026-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-01-012025-03-310001306830us-gaap:DesignatedAsHedgingInstrumentMemberce:ForeignCurrencyDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2026-01-012026-03-310001306830us-gaap:DesignatedAsHedgingInstrumentMemberce:ForeignCurrencyDenominatedDebtMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-01-012026-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-01-012025-03-310001306830us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-01-012026-03-310001306830us-gaap:NetInvestmentHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-01-012025-03-310001306830us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2026-01-012026-03-310001306830us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2025-01-012025-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberce:JPYDenominatedBorrowingsMemberus-gaap:FairValueHedgingMember2025-03-310001306830us-gaap:CommodityContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2026-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2026-03-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2026-03-310001306830us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:CommodityContractMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CashFlowHedgingMember2025-12-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:JPYus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueHedgingMember2025-12-310001306830us-gaap:CurrencySwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:EURus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CurrencySwapMembercurrency:CNYus-gaap:FairValueInputsLevel2Memberus-gaap:NetInvestmentHedgingMember2025-12-310001306830us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherCurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherNoncurrentAssetsMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherCurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:FairValueInputsLevel2Member2026-03-310001306830us-gaap:FairValueInputsLevel3Member2026-03-310001306830us-gaap:FairValueInputsLevel2Member2025-12-310001306830us-gaap:FairValueInputsLevel3Member2025-12-310001306830ce:IndemnificationAgreementsHoechstMember2026-03-310001306830ce:IndemnificationAgreementsHoechstMember1999-11-012026-03-310001306830ce:DivestitureAgreementsMember2026-03-310001306830us-gaap:OperatingSegmentsMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830us-gaap:OperatingSegmentsMemberce:AcetylChainMember2026-01-012026-03-310001306830us-gaap:CorporateNonSegmentMemberus-gaap:CorporateAndOtherMember2026-01-012026-03-310001306830us-gaap:IntersegmentEliminationMember2026-01-012026-03-310001306830us-gaap:OperatingSegmentsMemberce:EngineeredMaterialsMember2026-03-310001306830us-gaap:OperatingSegmentsMemberce:AcetylChainMember2026-03-310001306830us-gaap:CorporateNonSegmentMemberus-gaap:CorporateAndOtherMember2026-03-310001306830us-gaap:IntersegmentEliminationMember2026-03-310001306830us-gaap:OperatingSegmentsMemberce:EngineeredMaterialsMember2025-01-012025-03-310001306830us-gaap:OperatingSegmentsMemberce:AcetylChainMember2025-01-012025-03-310001306830us-gaap:CorporateNonSegmentMemberus-gaap:CorporateAndOtherMember2025-01-012025-03-310001306830us-gaap:IntersegmentEliminationMember2025-01-012025-03-310001306830us-gaap:OperatingSegmentsMemberce:EngineeredMaterialsMember2025-12-310001306830us-gaap:OperatingSegmentsMemberce:AcetylChainMember2025-12-310001306830us-gaap:CorporateNonSegmentMemberus-gaap:CorporateAndOtherMember2025-12-310001306830us-gaap:IntersegmentEliminationMember2025-12-3100013068302026-04-012026-03-3100013068302027-01-012026-03-3100013068302028-01-012026-03-3100013068302029-01-012026-03-310001306830srt:NorthAmericaMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830srt:NorthAmericaMemberce:EngineeredMaterialsMember2025-01-012025-03-310001306830us-gaap:EMEAMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830us-gaap:EMEAMemberce:EngineeredMaterialsMember2025-01-012025-03-310001306830srt:AsiaPacificMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830srt:AsiaPacificMemberce:EngineeredMaterialsMember2025-01-012025-03-310001306830srt:SouthAmericaMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830srt:SouthAmericaMemberce:EngineeredMaterialsMember2025-01-012025-03-310001306830ce:EngineeredMaterialsMember2025-01-012025-03-310001306830srt:NorthAmericaMemberce:AcetylChainMember2026-01-012026-03-310001306830srt:NorthAmericaMemberce:AcetylChainMember2025-01-012025-03-310001306830us-gaap:EMEAMemberce:AcetylChainMember2026-01-012026-03-310001306830us-gaap:EMEAMemberce:AcetylChainMember2025-01-012025-03-310001306830srt:AsiaPacificMemberce:AcetylChainMember2026-01-012026-03-310001306830srt:AsiaPacificMemberce:AcetylChainMember2025-01-012025-03-310001306830srt:SouthAmericaMemberce:AcetylChainMember2026-01-012026-03-310001306830srt:SouthAmericaMemberce:AcetylChainMember2025-01-012025-03-310001306830ce:AcetylChainMember2025-01-012025-03-310001306830us-gaap:IntersegmentEliminationMemberce:AcetylChainMember2026-01-012026-03-310001306830us-gaap:IntersegmentEliminationMemberce:AcetylChainMember2025-01-012025-03-310001306830us-gaap:EmployeeStockOptionMember2026-01-012026-03-310001306830us-gaap:EmployeeStockOptionMember2025-01-012025-03-310001306830us-gaap:RestrictedStockUnitsRSUMember2026-01-012026-03-310001306830us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310001306830us-gaap:EmployeeSeveranceMemberce:EngineeredMaterialsMember2025-12-310001306830us-gaap:EmployeeSeveranceMemberce:AcetylChainMember2025-12-310001306830us-gaap:EmployeeSeveranceMemberus-gaap:CorporateAndOtherMember2025-12-310001306830us-gaap:EmployeeSeveranceMember2025-12-310001306830us-gaap:EmployeeSeveranceMemberce:EngineeredMaterialsMember2026-01-012026-03-310001306830us-gaap:EmployeeSeveranceMemberce:AcetylChainMember2026-01-012026-03-310001306830us-gaap:EmployeeSeveranceMemberus-gaap:CorporateAndOtherMember2026-01-012026-03-310001306830us-gaap:EmployeeSeveranceMember2026-01-012026-03-310001306830us-gaap:EmployeeSeveranceMemberce:EngineeredMaterialsMember2026-03-310001306830us-gaap:EmployeeSeveranceMemberce:AcetylChainMember2026-03-310001306830us-gaap:EmployeeSeveranceMemberus-gaap:CorporateAndOtherMember2026-03-310001306830us-gaap:EmployeeSeveranceMember2026-03-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
Form 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
Or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-32410
CElogo.jpg
CELANESE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware98-0420726
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

222 W. Las Colinas Blvd., Suite 900N
Irving, TX 75039-5421
(Address of Principal Executive Offices and zip code)

(972) 443-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per shareCEThe New York Stock Exchange
4.777% Senior Notes due 2026CE /26AThe New York Stock Exchange
2.125% Senior Notes due 2027CE /27The New York Stock Exchange
0.625% Senior Notes due 2028CE /28The New York Stock Exchange
5.337% Senior Notes due 2029CE /29AThe New York Stock Exchange
5.000% Senior Notes due 2031CE /31The New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of outstanding shares of the registrant's Common Stock, $0.0001 par value, as of May 1, 2026 was 109,662,539.

Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
Form 10-Q
For the Quarterly Period Ended March 31, 2026
TABLE OF CONTENTS
Page
2
Table of Contents

Item 1. Financial Statements
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
20262025
(In $ millions, except share and per share data)
Net sales2,337 2,389 
Cost of sales(1,869)(1,915)
Gross profit468 474 
Selling, general and administrative expenses(226)(231)
Amortization of intangible assets(40)(40)
Research and development expenses(28)(31)
Other (charges) gains, net(20)(31)
Foreign exchange gain (loss), net12 21 
Gain (loss) on disposition of businesses and assets, net48 3 
Operating profit (loss)214 165 
Equity in net earnings (loss) of affiliates35 22 
Non-operating pension and other postretirement employee benefit (expense) income5 2 
Interest expense(183)(170)
Refinancing expense— (32)
Interest income9 4 
Dividend income - equity investments1 1 
Other income (expense), net1 2 
Earnings (loss) from continuing operations before tax82 (6)
Income tax (provision) benefit(33)(9)
Earnings (loss) from continuing operations49 (15)
Earnings (loss) from operation of discontinued operations(1)(6)
Income tax (provision) benefit from discontinued operations— 1 
Earnings (loss) from discontinued operations(1)(5)
Net earnings (loss)48 (20)
Net (earnings) loss attributable to noncontrolling interests(4)(4)
Net earnings (loss) attributable to Celanese Corporation44 (24)
Amounts attributable to Celanese Corporation  
Earnings (loss) from continuing operations45 (19)
Earnings (loss) from discontinued operations(1)(5)
Net earnings (loss)44 (24)
Earnings (loss) per common share - basic  
Continuing operations0.41 (0.17)
Discontinued operations(0.01)(0.05)
Net earnings (loss) - basic0.40 (0.22)
Earnings (loss) per common share - diluted  
Continuing operations0.41 (0.17)
Discontinued operations(0.01)(0.05)
Net earnings (loss) - diluted0.40 (0.22)
Weighted average shares - basic109,663,939 109,421,035 
Weighted average shares - diluted109,978,947 109,421,035 

See the accompanying notes to the unaudited interim consolidated financial statements.
3
Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
Three Months Ended
March 31,
20262025
(In $ millions)
Net earnings (loss)48 (20)
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)(27)(5)
Gain (loss) on derivative hedges(6)35 
Pension and postretirement benefits— 1 
Total other comprehensive income (loss), net of tax(33)31 
Total comprehensive income (loss), net of tax15 11 
Comprehensive (income) loss attributable to noncontrolling interests
(6)(4)
Comprehensive income (loss) attributable to Celanese Corporation
9 7 

See the accompanying notes to the unaudited interim consolidated financial statements.
4
Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
As of
March 31,
2026		As of
December 31,
2025
(In $ millions, except share data)
ASSETS
Current Assets  
Cash and cash equivalents1,758 1,263 
Trade receivables - third party and affiliates1,097 922 
Non-trade receivables, net583 545 
Inventories2,284 2,220 
Assets held for sale— 492 
Other assets247 251 
Total current assets5,969 5,693 
Investments in affiliates1,227 1,252 
Property, plant and equipment, net4,938 5,076 
Operating lease right-of-use assets376 359 
Deferred income taxes1,341 1,359 
Other assets608 601 
Goodwill4,157 4,171 
Intangible assets, net3,119 3,184 
Total assets21,735 21,695 
LIABILITIES AND EQUITY
Current Liabilities  
Short-term borrowings and current installments of long-term debt - third party and affiliates1,741 1,204 
Trade payables - third party and affiliates1,441 1,279 
Liabilities held for sale— 75 
Other liabilities1,040 1,049 
Income taxes payable94 76 
Total current liabilities4,316 3,683 
Long-term debt, net of unamortized deferred financing costs10,813 11,394 
Deferred income taxes512 512 
Uncertain tax positions225 208 
Benefit obligations332 344 
Operating lease liabilities275 265 
Other liabilities777 817 
Commitments and Contingencies
Shareholders' Equity  
Common stock, $0.0001 par value, 400,000,000 shares authorized (2026: 171,009,402 issued and 2025: 170,918,221 issued)
— — 
Treasury stock, at cost(5,482)(5,482)
Additional paid-in capital439 431 
Retained earnings9,917 9,876 
Accumulated other comprehensive income (loss), net(811)(776)
Total Celanese Corporation shareholders' equity4,063 4,049 
Noncontrolling interests422 423 
Total equity4,485 4,472 
Total liabilities and equity21,735 21,695 

See the accompanying notes to the unaudited interim consolidated financial statements.
5
Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31,
20262025
SharesAmountSharesAmount
(In $ millions, except share data)
Common Stock
Balance as of the beginning of the period109,570,157 — 109,327,556 — 
Stock option exercises4,506 — — — 
Stock awards86,675 — 75,847 — 
Balance as of the end of the period109,661,338 — 109,403,403 — 
Treasury Stock
Balance as of the beginning of the period61,348,064 (5,482)61,499,640 (5,486)
Issuance of treasury stock under stock plans— — — — 
Balance as of the end of the period61,348,064 (5,482)61,499,640 (5,486)
Additional Paid-In Capital
Balance as of the beginning of the period431 409 
Stock-based compensation, net of tax8 4 
Balance as of the end of the period439 413 
Retained Earnings
Balance as of the beginning of the period9,876 11,054 
Net earnings (loss) attributable to Celanese Corporation44 (24)
Common stock dividends(3)(3)
Balance as of the end of the period9,917 11,027 
Accumulated Other Comprehensive Income (Loss), Net
Balance as of the beginning of the period(776)(848)
Other comprehensive income (loss), net of tax(35)31 
Balance as of the end of the period(811)(817)
Total Celanese Corporation shareholders' equity4,063 5,137 
Noncontrolling Interests
Balance as of the beginning of the period423 434 
Net earnings (loss) attributable to noncontrolling interests4 4 
Other comprehensive income (loss), net of tax2 — 
Distributions/dividends to noncontrolling interests(7)(9)
Balance as of the end of the period422 429 
Total equity4,485 5,566 

See the accompanying notes to the unaudited interim consolidated financial statements.
6
Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
20262025
(In $ millions)
Operating Activities
Net earnings (loss)48 (20)
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities
Depreciation, amortization and accretion208 191 
Pension and postretirement net periodic benefit cost(2)2 
Pension and postretirement contributions(13)(14)
Deferred income taxes, net(18)20 
(Gain) loss on disposition of businesses and assets, net(48)(3)
Stock-based compensation8 5 
Undistributed earnings in unconsolidated affiliates18 10 
Other, net(3)36 
Operating cash provided by (used in) discontinued operations(13)4 
Changes in operating assets and liabilities
Trade receivables - third party and affiliates, net(203)(99)
Inventories(80)14 
Other assets(18)75 
Trade payables - third party and affiliates187 93 
Other liabilities5 (277)
Net cash provided by (used in) operating activities76 37 
Investing Activities
Capital expenditures on property, plant and equipment(66)(102)
Proceeds from sale of businesses and assets, net493 6 
Other, net(2)(2)
Net cash provided by (used in) investing activities425 (98)
Financing Activities
Net change in short-term borrowings with maturities of 3 months or less8 (4)
Proceeds from short-term borrowings— 548 
Repayments of short-term borrowings(43)(341)
Proceeds from long-term debt58 2,739 
Repayments of long-term debt(15)(2,816)
Common stock dividends(3)(3)
Distributions/dividends to noncontrolling interests
(7)(8)
Other, net(1)(70)
Net cash provided by (used in) financing activities(3)45 
Exchange rate effects on cash and cash equivalents(3)5 
Net increase (decrease) in cash and cash equivalents495 (11)
Cash and cash equivalents as of beginning of period1,263 962 
Cash and cash equivalents as of end of period1,758 951 

See the accompanying notes to the unaudited interim consolidated financial statements.
7
Table of Contents
CELANESE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Description of the Company and Basis of Presentation
Description of the Company
Celanese Corporation and its subsidiaries (collectively, the "Company") is a global chemical and specialty materials company. The Company produces high performance engineered polymers that are used in a variety of high-value applications, as well as acetyl products, which are intermediate chemicals for nearly all major industries. The Company also engineers and manufactures a wide variety of products essential to everyday living. The Company's broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles.
Definitions
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
Basis of Presentation
The unaudited interim consolidated financial statements for the three months ended March 31, 2026 and 2025 contained in this Quarterly Report were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for all periods presented and include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control and, when applicable, variable interest entities in which the Company is the primary beneficiary. The unaudited interim consolidated financial statements and other financial information included in this Quarterly Report, unless otherwise specified, have been presented to separately show the effects of discontinued operations.
In the opinion of management, the accompanying unaudited consolidated balance sheets and related unaudited interim consolidated statements of operations, comprehensive income (loss), cash flows and equity include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with U.S. GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with rules and regulations of the Securities and Exchange Commission ("SEC"). These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as of and for the year ended December 31, 2025, filed on February 24, 2026 with the SEC as part of the Company's Annual Report on Form 10-K.
Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the entire year.
In the ordinary course of business, the Company enters into contracts and agreements relative to a number of topics, including acquisitions, dispositions, joint ventures, supply agreements, product sales and other arrangements. The Company endeavors to describe those contracts or agreements that are material to its business, results of operations or financial position. The Company may also describe some arrangements that are not material but in which the Company believes investors may have an interest or which may have been included in a Form 8-K filing. Investors should not assume the Company has described all contracts and agreements relative to the Company's business in this Quarterly Report.
For those consolidated ventures in which the Company owns or is exposed to less than 100% of the economics, the outside shareholders' interests are shown as noncontrolling interests.
Immaterial Revision of Prior Period Financial Statements
During 2025, the Company identified immaterial errors in the estimate of the rebates accrual for certain distributors included in Customer rebates (Note 6) and prepaid insurance included in Current Other assets, respectively. The Company evaluated the errors, both quantitatively and qualitatively, and concluded that the impact of these errors is not material to any previously issued annual or interim consolidated financial statements for the impacted periods and is not material to the current periods if left uncorrected; however, to promote the consistency and comparability of the financial statements, the Company has voluntarily revised previously reported financial information.
8
The Company corrected these errors in the accompanying unaudited interim consolidated statements of equity for the three months ended March 31, 2025, decreasing Retained earnings by $49 million.
Estimates and Assumptions
The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of net sales, expenses and allocated charges during the reporting period. Significant estimates pertain to impairments of goodwill, intangible assets and other long-lived assets, purchase price allocations, restructuring costs and other (charges) gains, net, income taxes, pension and other postretirement benefits, asset retirement obligations, environmental liabilities and loss contingencies, among others. Actual results could differ from those estimates.
2. Recent Accounting Pronouncements
The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") and final rules issued by the SEC:
Standard/Final RuleDescriptionEffective DateEffect on the Financial Statements or Other Significant Matters
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements.
The new guidance clarifies the interim reporting requirements by improving navigability of Topic 270 and more clearly specifying what disclosures are required in an interim reporting period. The new guidance (i) specifies the form and content choices for interim financial statements and accompanying notes; (ii) adds a comprehensive list of required interim disclosures from numerous Codification Topics to Topic 270; and (iii) introduces a disclosure principle that requires disclosure of events since the end of the previous annual reporting period that materially affect the entity.Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.The Company is currently evaluating the impact of the adoption on its financial statement disclosures.
9
Standard/Final RuleDescriptionEffective DateEffect on the Financial Statements or Other Significant Matters
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("DISE") and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date.
The new guidance requires the disclosure of additional information about certain costs and expenses on an annual and interim basis in the notes to financial statements. Specifically, in a tabular disclosure, the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Within the same tabular disclosure, an entity is required to include certain expense, gain, or loss amounts that are already required to be disclosed under U.S. GAAP. In addition, an entity is required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires an entity to disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses.Effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted.The Company is currently evaluating the impact of the adoption on its financial statements and related disclosures.
In March 2024, the SEC issued Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.
The final rule will require the disclosure of Scope 1 and Scope 2 greenhouse gas emissions, if material, which will be subject to phased-in assurance requirements, governance of climate-related risks, risk management processes and climate-related targets and goals. Within the notes to financial statements, the final rule requires disclosure of certain climate-related financial statement effects and metrics.The effective date is delayed pending the completion of judicial review in consolidated Eighth Circuit petitions.The Company is currently evaluating the impact of the adoption on its financial statement disclosures.
10
3. Acquisitions, Dispositions and Plant Closures
Dispositions
•Micromax
On February 2, 2026, the Company completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $493 million, subject to customary transaction adjustments, resulting in a gain of $50 million included in Gain (loss) on disposition of businesses and assets, net in the unaudited interim consolidated statements of operations. The divestiture did not represent a strategic shift in the Company's future operations and financial results. The Micromax® business is included in the Engineered Materials segment and is classified as held for sale in the unaudited consolidated balance sheets as of December 31, 2025.
Plant Closures
•Lanaken, Belgium
Exit and shutdown costs related to plant closures are as follows:
Three Months Ended
March 31, 2026
(In $ millions)
Lanaken, Belgium(1)
Restructuring (Note 18)
8 
Accelerated depreciation expense(2)
19 
Total27 
______________________________
(1)In October 2025, the Company announced the intended closure of its facility in Lanaken, Belgium to streamline the Company's production costs across its global network. This operation is included in the Company's Acetyl Chain segment. The Company intends to permanently cease all manufacturing operations during the second half of 2026.
The Company expects to incur additional exit and shutdown costs related to the intended closure of its facility in Lanaken, Belgium of $100 million, including employee termination costs, through 2027.
(2)Included in Cost of sales in the unaudited interim consolidated statements of operations.
4. Inventories
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Finished goods1,653 1,644 
Work-in-process99 89 
Raw materials and supplies532 487 
Total2,284 2,220 
11
5. Goodwill and Intangible Assets, Net
Goodwill
Engineered
Materials		Acetyl ChainTotal
(In $ millions)
As of December 31, 2025(1)
3,782 389 4,171 
Transfer(2)
2 — 2 
Exchange rate changes(11)(5)(16)
As of March 31, 2026(1)
3,773 384 4,157 
______________________________
(1)Includes accumulated impairment losses of $2.7 billion in the Engineered Materials segment.
(2)Related to the sale of the Micromax® business (Note 3).
Intangible Assets, Net
Finite-lived intangible assets are as follows:
LicensesCustomer-
Related
Intangible
Assets		Developed
Technology		Covenants
Not to
Compete
and Other		Total
(In $ millions)
Gross Asset Value
As of December 31, 202541 2,431 563 54 3,089 
Exchange rate changes1 (20)(5)1 (23)
As of March 31, 202642 2,411 558 55 3,066 
Accumulated Amortization
As of December 31, 2025(39)(887)(170)(44)(1,140)
Amortization(1)(29)(10)— (40)
Exchange rate changes— 10 1 — 11 
As of March 31, 2026(40)(906)(179)(44)(1,169)
Net book value2 1,505 379 11 1,897 
Indefinite-lived intangible assets are as follows:
Trademarks
and Trade Names
(In $ millions)
As of December 31, 20251,235 
Exchange rate changes(13)
As of March 31, 20261,222 
During the three months ended March 31, 2026, the Company did not renew or extend any intangible assets.
12
Estimated amortization expense for the succeeding five fiscal years is as follows:
(In $ millions)
2027157 
2028157 
2029152 
2030148 
2031147 
6. Current Other Liabilities
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Benefit obligations (Note 8)
26 26 
Customer rebates100 110 
Derivatives (Note 12)
102 102 
Interest (Note 7)
245 197 
Investment in affiliates107 105 
Operating leases76 71 
Restructuring (Note 18)
34 31 
Salaries and benefits112 147 
Sales and use tax/foreign withholding tax payable103 113 
Other135 147 
Total1,040 1,049 
7. Debt
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Short-Term Borrowings and Current Installments of Long-Term Debt - Third Party and Affiliates
Current installments of long-term debt1,685 1,114 
Short-term borrowings, including amounts due to affiliates(1)
56 47 
Revolving credit facilities(2)
— 43 
Total1,741 1,204 
______________________________
(1)The weighted average interest rate was 2.2% and 2.2% as of March 31, 2026 and December 31, 2025, respectively.
(2)The weighted average interest rate was 0.0% and 3.1% as of March 31, 2026 and December 31, 2025, respectively.
13
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Long-Term Debt
Senior unsecured notes due 2026, interest rate of 1.400%
400 400 
Senior unsecured notes due 2026, interest rate of 5.277%(1)
515 526 
Senior unsecured notes due 2027, interest rate of 2.125%
574 587 
Senior unsecured notes due 2027, interest rate of 7.165%(1)
554 554 
Senior unsecured notes due 2028, interest rate of 0.625%
575 587 
Senior unsecured notes due 2028, interest rate of 6.850%(1)
746 746 
Senior unsecured notes due 2029, interest rate of 6.337%(1)
576 588 
Senior unsecured notes due 2029, interest rate of 7.330%(1)
750 750 
Senior unsecured notes due 2030, interest rate of 6.500%
700 700 
Senior unsecured notes due 2030, interest rate of 7.050%(1)
999 999 
Senior unsecured notes due 2031, interest rate of 7.000%
600 600 
Senior unsecured notes due 2031, interest rate of 5.000%
862 881 
Senior unsecured notes due 2032, interest rate of 7.379%(1)
1,000 1,000 
Senior unsecured notes due 2033, interest rate of 7.200%(1)
1,000 1,000 
Senior unsecured notes due 2033, interest rate of 6.750%
1,100 1,100 
Senior unsecured notes due 2034, interest rate of 7.375%
800 800 
Pollution control and industrial revenue bonds due at various dates through 2030(2)
85 85 
Bank loans due at various dates through 2031(3)
638 582 
Obligations under finance leases due at various dates through 2054
125 129 
Subtotal12,599 12,614 
Unamortized deferred financing costs(4)
(101)(106)
Current installments of long-term debt(1,685)(1,114)
Total10,813 11,394 
______________________________
(1)In February 2025, Moody's Ratings downgraded the Company's credit rating, which had the effect of increasing interest rates by 25 basis points on certain senior unsecured notes, effective on various dates beginning May 15, 2025 through January 19, 2026.
In November 2025, S&P Global Ratings and Moody's Ratings downgraded the Company's credit rating, which together had the effect of increasing interest rates for certain senior unsecured notes by an additional 50 basis points, effective on various dates beginning January 15, 2026 through May 15, 2026.
(2)Interest rates range from 4.1% to 4.3%.
(3)The weighted average interest rate was 2.4% and 2.4% as of March 31, 2026 and December 31, 2025, respectively.
(4)Related to the Company's long-term debt, excluding obligations under finance leases.
14
Senior Credit Facilities
In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025.
In August 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings.
The U.S. Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of the Company's U.S. assets and business operations (the "Subsidiary Guarantors").
Certain of the Company's subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities") as follows:
SubsidiaryMaturityBorrowing CapacityInterest RateAs of March 31, 2026
(In CNY millions)
(In percentages)
(In CNY millions)(In $ millions)
Celanese (Shanghai) International Trading Co., Ltd ("CSIT")
January 13, 2026550(1)2.700——
Celanese (Nanjing) Chemical Co., Ltd. ("CNCC")December 25, 2026800(2)2.340800116
CNCCJune 17, 2027200(2)2.34017025
CNCCJune 28, 2027800(2)2.34068099
CNCCDecember 21, 2027500(3)2.44045065
CNCCMarch 6, 2028750(2)2.34067598
CNCCJune 9, 20281,000(2)2.350872126
CNCCJuly 3, 2028300(2)2.34028541
CNCCOctober 20, 2028300(2)2.34030043
CNCCMarch 11, 2031600(4)2.41010015
Total4,332628
______________________________
(1)Revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility"), which bears interest at a fixed rate. The CSIT Revolving Credit Facility was fully repaid on January 13, 2026.
(2)Senior unsecured working capital loan bearing interest at certain floating interest rates.
(3)Senior unsecured working capital loan bearing interest at a fixed interest rate.
(4)On March 10, 2026, CNCC entered into a CNY600 million senior unsecured term loan credit agreement bearing interest at certain floating interest rates, expiring seven years from the drawdown date.
In April 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of March 31, 2026.
On March 26, 2026, CNCC entered into a CNY950 million senior unsecured term loan credit agreement bearing interest at certain floating interest rates, expiring five years from the drawdown date. No draws were initiated as of March 31, 2026.
The Company expects the China Credit Facilities will continue to facilitate its efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of its U.S. debt to China at a lower average interest rate.
15
The Company's debt balances and amounts available for borrowing under its senior unsecured revolving credit facilities are as follows:
As of
March 31,
2026
(In $ millions)
U.S. Revolving Credit Facility
Borrowings outstanding— 
Available for borrowing1,750 
China Revolving Credit Facilities
Borrowings outstanding— 
Available for borrowing94 
Senior Notes
The Company has outstanding senior unsecured notes, issued in public offerings registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. and are guaranteed on a senior unsecured basis by Celanese and the Subsidiary Guarantors. Celanese U.S. may redeem some or all of each of the Senior Notes, prior to their respective maturity dates, at a redemption price of 100% of the principal amount, plus a "make-whole" premium as specified in the applicable indenture, plus accrued and unpaid interest, if any, to the redemption date.
In March 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in aggregate principal amounts of €750 million and $1.8 billion (the "March 2025 Offering").
In addition, in March 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers"). The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness and (iii) to pay related fees and expenses.
Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the three months ended March 31, 2025.
In December 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering").
In addition, in December 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers"). The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay other outstanding indebtedness and (iii) pay related fees and expenses.
Accounts Receivable Purchasing Facility
In June 2025, the Company entered into an amendment to the amended and restated receivables purchase agreement (the "Amended Receivables Purchase Agreement") under its U.S. accounts receivable purchasing facility among certain of the Company's subsidiaries, its wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). The Amended Receivables Purchase Agreement extends the term of the accounts receivable purchasing facility such that the SPE may sell certain receivables until June 17, 2026. Under the Amended Receivables Purchase Agreement, transfers of U.S. accounts receivable from the SPE are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the U.S. accounts receivable to the SPE. The Company and related subsidiaries have no continuing involvement in the transferred U.S. accounts receivable, other than collection and administrative responsibilities and, once sold, the U.S. accounts receivable are no longer available to satisfy creditors of the Company or the related subsidiaries. These sales are transacted at 100% of the face value of the relevant U.S. accounts receivable, resulting in derecognition of the U.S. accounts receivables from the Company's unaudited consolidated balance sheets. The Company de-recognized $315 million and $1.5 billion of accounts receivable under this
16
agreement for the three months ended March 31, 2026 and year ended December 31, 2025, respectively, and collected $294 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $104 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2026.
Factoring and Discounting Agreements
The Company has factoring agreements in Europe, Japan and Singapore with financial institutions to sell 100%, 100% and 90% of certain accounts receivable, respectively, on a non-recourse basis. The Company also has a factoring agreement in China with a financial institution to sell 100% of certain accounts receivable on a limited recourse basis. These transactions are treated as sales and are accounted for as reductions in accounts receivable because the agreements transfer effective control over and risk related to the receivables to the buyer. The Company has no material continuing involvement in the transferred receivables, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. The Company de-recognized $185 million and $717 million of accounts receivable under these factoring agreements for the three months ended March 31, 2026 and year ended December 31, 2025, respectively, and collected $172 million and $724 million of accounts receivable sold under these factoring agreements during the same periods.
The Company has master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts ("BADs"), classified as accounts receivable. Under the Master Discounting Agreements, transfers of BADs are treated as sales and are accounted for as a reduction in accounts receivable because the Master Discounting Agreements transfer effective control over and risk related to the transferred BADs to the financial institutions. The Company has no continuing involvement in the transferred BADs, and the BADs are no longer available to satisfy creditors in the event of a bankruptcy. The Company received $13 million and $82 million from the accounts receivable transferred under the Master Discounting Agreements for the three months ended March 31, 2026 and year ended December 31, 2025, respectively.
Covenants
The Company's material financing arrangements contain customary covenants, such as events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.
During the year ended December 31, 2025, the Company amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.
The Company is in compliance with the covenants in its material financing arrangements as of March 31, 2026.The Company expects to remain in compliance with such covenants over the twelve-month required evaluation period subsequent to the date of this filing based on current market conditions and the Company's current expectation of future results of operations and cash generation. However, should the Company's actual future results of operations and cash generation differ materially from its expectations, it may be required to seek an amendment to or waiver of any impacted covenants, or pursue other mitigation strategies.
8. Benefit Obligations
The components of net periodic benefit cost are as follows:
Three Months Ended March 31,
20262025
Pension
Benefits		Post-retirement
Benefits		Pension
Benefits		Post-retirement
Benefits
(In $ millions)
Service cost3 — 4 — 
Interest cost27 — 29 1 
Expected return on plan assets(32)— (32)— 
Total(2)— 1 1 
17
Benefit obligation funding is as follows:
As of
March 31,
2026
Total
Expected
2026
(In $ millions)
Cash contributions to defined benefit pension plans8 33 
Benefit payments to nonqualified pension plans4 17 
Benefit payments to other postretirement benefit plans1 3 
The Company's estimates of its U.S. defined benefit pension plan contributions reflect the provisions of the Pension Protection Act of 2006.
Pension and postretirement benefit plan balances recognized in the unaudited consolidated balance sheets consist of the following:
As of March 31, 2026As of December 31, 2025
Pension
Benefits		Post-retirement
Benefits		Pension
Benefits		Post-retirement
Benefits
(In $ millions)
Noncurrent Other assets164 — 159 — 
Current Other liabilities(22)(4)(22)(3)
Benefit obligations(295)(34)(307)(32)
Net amount recognized(153)(38)(170)(35)
9. Environmental
The Company is subject to environmental laws and regulations worldwide that impose limitations on the discharge of pollutants into the air and water, establish standards for the treatment, storage and disposal of solid and hazardous wastes, and impose record keeping and notification requirements. Failure to timely comply with these laws and regulations may expose the Company to penalties. The Company believes that it is in substantial compliance with all applicable environmental laws and regulations and engages in an ongoing process of updating its controls to mitigate compliance risks. The Company is also subject to retained environmental obligations specified in various contractual agreements arising from the divestiture of certain businesses by the Company or one of its predecessor companies.
The components of environmental remediation liabilities, included in current and noncurrent Other liabilities, are as follows:
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Demerger obligations (Note 14)
14 24 
Divestiture obligations (Note 14)
18 15 
Active sites23 23 
U.S. Superfund sites9 9 
Other environmental remediation liabilities2 2 
Total66 73 
18
Remediation
Due to its industrial history and through retained contractual and legal obligations, the Company has the obligation to remediate specific areas on its own sites as well as on divested, demerger, orphan or U.S. Superfund sites (defined below). In addition, as part of the demerger agreement between the Company and Hoechst AG ("Hoechst"), a specified portion of the responsibility for environmental liabilities from a number of Hoechst divestitures was transferred to the Company (Note 14). Certain of these sites, at which the Company maintains continuing involvement, were and continue to be designated as discontinued operations when closed. The Company provides for such obligations when the event of loss is probable and reasonably estimable. The Company believes that environmental remediation costs will not have a material adverse effect on the financial position of the Company, but may have a material adverse effect on the results of operations or cash flows in any given period.
U.S. Superfund Sites
In the U.S., the Company may be subject to substantial claims brought by U.S. federal or state regulatory agencies or private individuals pursuant to statutory authority or common law. In particular, the Company has a potential liability under the U.S. Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and related state laws (collectively referred to as "Superfund") for investigation and cleanup costs at certain sites. At most of these sites, numerous companies, including the Company, or one of its predecessor companies, have been notified that the U.S. Environmental Protection Agency ("EPA"), state governing bodies or private individuals consider such companies to be potentially responsible parties ("PRP") under Superfund or related laws. The proceedings relating to these sites are in various stages. The cleanup process has not been completed at most sites, and the status of the insurance coverage for some of these proceedings is uncertain. Consequently, the Company cannot accurately determine its ultimate liability for investigation or cleanup costs at these sites.
As events progress at each site for which it has been named a PRP, the Company accrues any probable and reasonably estimable liabilities. In establishing these liabilities, the Company considers the contaminants of concern, the potential impact thereof, the relationship of the contaminants of concern to its current and historic operations, its shipment of waste to a site, its percentage of total waste shipped to the site, the types of wastes involved, the conclusions of any studies, the magnitude of any remedial actions that may be necessary and the number and viability of other PRPs. Often the Company joins with other PRPs to sign joint defense agreements that settle, among PRPs, each party's percentage allocation of costs at the site. Although the ultimate liability may differ from the estimate, the Company routinely reviews the liabilities and revises the estimate, as appropriate, based on the most current information available.
One such site is the Diamond Alkali Superfund Site, which is comprised of a number of sub-sites, including the Lower Passaic River Study Area ("LPRSA"), which is the lower 17-mile stretch of the Passaic River ("Lower Passaic River Site"), and the Newark Bay Study Area. The Company and 70 other companies are parties to a May 2007 Administrative Order on Consent with the EPA to perform a Remedial Investigation/Feasibility Study ("RI/FS") at the Lower Passaic River Site in order to identify the levels of contaminants and potential cleanup actions, including the potential migration of contaminants between the LPRSA and the Newark Bay Study Area.
In March 2016, the EPA issued its final Record of Decision concerning the remediation of the lower 8.3 miles of the Lower Passaic River Site ("Lower 8.3 Miles"). Pursuant to the EPA's Record of Decision, the Lower 8.3 Miles must be dredged bank to bank and an engineered cap must be installed at an EPA estimated cost of approximately $1.4 billion. In September 2021, the EPA issued a Record of Decision selecting an interim remedial plan for the upper 9 miles of the Lower Passaic River ("Upper 9 Miles"). Pursuant to the EPA's Record of Decision, targeted dredging will be conducted in the Upper 9 Miles to address surface sediments with elevated contamination followed by the installation of an engineered cap at an EPA estimated cost of $441 million.
The Company owned and/or operated facilities in the vicinity of the Lower 8.3 Miles, but has found no evidence that it contributed any of the contaminants of concern to the Passaic River. In June 2018, Occidental Chemical Corporation ("OCC"), the successor to the Diamond Alkali Company, sued a subsidiary of the Company and 119 other parties alleging claims for joint and several damages, contribution and declaratory relief under Section 107 and 113 of Superfund for costs to clean up the LPRSA portion of the Diamond Alkali Superfund Site, Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al, No. 2:18-CV-11273 (MCA) (LDW) (U.S. District Court New Jersey) (the "2018 OCC Lawsuit"), alleging that each of the defendants owned or operated a facility that contributed contamination to the LPRSA. With respect to the Company, the 2018 OCC lawsuit is limited to the former Celanese facility that Essex County, New Jersey has agreed to indemnify the Company for and does not change the Company's estimated liability for LPRSA cleanup costs.
19
Separately, the United States lodged a consent decree in U.S. District Court for the District of New Jersey in December 2022 (the "Consent Decree") that resolves the Company's liability (and that of more than 80 other settling defendants) to the EPA for costs to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site in exchange for a collective payment of $150 million, United States v. Alden Leeds, Inc., No. 2:22-7326 (MCA) (LDW) (U.S. District Court New Jersey) ("Consent Decree Action"). The Consent Decree also provides the Company protection from contribution claims by others for costs incurred to clean up both the Lower 8.3 Miles and Upper 9 Miles of the Lower Passaic River Site. The Company's proposed payment toward the $150 million collective settlement payment is not material to the Company's results of operations, cash flows or financial position.
In March 2023, the U.S. District Court for the District of New Jersey entered an order staying and administratively terminating the 2018 OCC Lawsuit, pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. Also, in March 2023, OCC filed a new lawsuit against 40 parties, including a subsidiary of the Company, seeking to recover costs for remedial design work the EPA has ordered OCC to undertake for a portion of the LPRSA at an estimated cost of $71 million, Occidental Chemical Corporation v. Givaudan Fragrances Corporation, No. 2:23-cv-1699 (U.S. District Court New Jersey) (the "2023 OCC Lawsuit"). Like the earlier lawsuit, the 2023 OCC Lawsuit concerns the facility Essex County, New Jersey purchased and for which Essex County, New Jersey has agreed to defend and indemnify the Company. This new lawsuit does not change the Company's estimated liability for LPRSA cleanup costs.
Like the earlier lawsuit, the 2023 OCC lawsuit also was stayed pending resolution of the request for judicial approval of the Consent Decree in the Consent Decree Action. On December 18, 2024, the U.S. District Court for the District of New Jersey granted the United States' motion to enter the Consent Decree in the Consent Decree Action. OCC and Nokia of America Corporation have appealed the District Court's decision entering the Consent Decree to the U.S. Court of Appeals for the Third Circuit. The briefing on appeal has been completed. No oral argument date has been set.
In the interim, the Company continues to vigorously defend these matters and continues to believe that its ultimate allocable share of the cleanup costs with respect to the Lower Passaic River Site, previously estimated at less than 1%, will not be material.
Other Environmental Matters
In April 2022, a methanol leak on a pipeline to the Company's Bishop, Texas facility was discovered. The release has been contained, the leak has been repaired and the pipeline has resumed operation. The Company promptly disclosed the incident to state and federal authorities, including the Texas Commission on Environmental Quality and the EPA, and remediation activities are now completed. While the Company has not received a notice of violation nor been assessed any fines or penalties to date, the Company recorded a reserve in Other current liabilities based on anticipated clean-up costs and possible penalties to state or federal authorities. The Company does not believe that resolution of this matter will have a material impact on its financial condition or results of operations.
10. Shareholders' Equity
Common Stock
The Company's Board of Directors follows a policy of declaring, subject to legally available funds, a quarterly cash dividend on each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), unless the Company's Board of Directors, in its sole discretion, determines otherwise. The amount available to the Company to pay its current and anticipated regular quarterly cash dividends is not currently restricted by its existing material financing arrangements and its indentures governing its senior unsecured notes. Any decision to declare and pay dividends in the future will be made at the discretion of the Company's Board of Directors and will depend on, among other things, the results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Company's Board of Directors may deem relevant.
Beginning in the first quarter of 2025, the Company reduced its quarterly dividend by approximately 95%.
The Company declared a quarterly cash dividend of $0.03 per share on its Common Stock on April 15, 2026, amounting to $3 million. The cash dividend will be paid on May 11, 2026 to holders of record as of April 27, 2026.
Treasury Stock
The Company's Board of Directors authorizes repurchases of Common Stock from time to time. These authorizations give management discretion in determining the timing and conditions under which shares may be repurchased. This repurchase program does not have an expiration date.
20
Total From
February 2008
Through
March 31, 2026
Shares repurchased69,324,429 
Average purchase price per share$83.71 
Amount spent on repurchased shares (in $ millions)5,803 
Aggregate Board of Directors repurchase authorizations during the period (in $ millions)
6,866 
The purchase of treasury stock reduces the number of shares outstanding. The repurchased shares may be used by the Company for compensation programs utilizing the Company's stock and other corporate purposes. The Company accounts for treasury stock using the cost method and includes treasury stock as a component of shareholders' equity.
The Company did not repurchase any Common Stock during the three months ended March 31, 2026 or 2025.
Other Comprehensive Income (Loss), Net
Three Months Ended March 31,
20262025
Gross
Amount		Income
Tax
(Provision)
Benefit		Net
Amount		Gross
Amount		Income
Tax
(Provision)
Benefit		Net
Amount
(In $ millions)
Foreign currency translation gain (loss)(1)
(8)(19)(27)(40)35 (5)
Gain (loss) on derivative hedges(8)2 (6)36 (1)35 
Pension and postretirement benefits gain (loss)— — — 1 — 1 
Total(16)(17)(33)(3)34 31 
______________________________
(1)Includes gross foreign currency translation adjustments related to noncontrolling interests of $2 million and $0 million for the three months ended March 31, 2026 and 2025, respectively.
Adjustments to Accumulated other comprehensive income (loss), net, attributable to Celanese Corporation are as follows:
Foreign
Currency
Translation Gain (Loss)
Gain (Loss)
on Derivative
Hedges
Pension and
Postretirement
Benefits Gain (Loss)
Accumulated
Other
Comprehensive
Income
(Loss), Net
(In $ millions)
As of December 31, 2025(805)35 (6)(776)
Other comprehensive income (loss) before reclassifications(10)42 — 32 
Amounts reclassified from accumulated other comprehensive income (loss)
— (50)— (50)
Income tax (provision) benefit(19)2 — (17)
As of March 31, 2026(834)29 (6)(811)
21
11. Income Taxes
Three Months Ended
March 31,
20262025
(In percentages)
Effective income tax rate40 (150)
The effective income tax rate for the three months ended March 31, 2026, was higher compared to the same period in 2025, primarily due to increased earnings in the current year, as well as changes in uncertain tax benefits related to prior year tax examinations in various foreign jurisdictions and differences in functional currency for tax purposes in certain jurisdictions, partially offset by favorable changes in the geographic mix of earnings in the current year.
The effective tax rate for the three months ended March 31, 2025, was unfavorable on a loss from continuing operations, primarily due to an unfavorable tax impact from an increase in valuation allowance on U.S. foreign tax credit carryforwards due to revised forecasts of foreign sourced income and expenses throughout the carryforward period during the three months ended March 31, 2025.
In July 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. Key provisions of the OBBBA include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (the "TCJA"), impacting the period of cost recovery for capital expenditures, the calculation of allowable business interest expense and the timing of deductions for domestic research and development expenses. The OBBBA also modifies international tax provisions to adjust tax rate increases scheduled for January 2026, the amount of allowable foreign tax credits to offset deemed income inclusions in the U.S. and the required allocation of U.S. expenses such as interest and stewardship to specific categories of international income. Although the Company is still actively evaluating the entire impact of the OBBBA on its operations, it does not currently expect the OBBBA to have a material impact on its effective tax rate and cash taxes.
Due to the 2017 TCJA and the resulting uncertainty as to future foreign source income, the Company previously recorded a valuation allowance on its foreign tax credit carryforwards. The Company is currently evaluating tax planning strategies to enable the use of its foreign tax credit carryforwards that may decrease the Company's effective tax rate in future periods as the valuation allowance is reversed.
In December 2021, the Organization for Economic Co-operation and Development ("OECD") issued final Model Rules for Pillars One and Two of its Base Erosion and Profit Shifting ("BEPS") project. In general, Pillar One addresses nexus concerns and the allocation of profits among companies in which a multinational enterprise ("MNE") conducts its business. Pillar Two aims to ensure that all MNEs pay an effective tax rate of no less than 15% on their adjusted net income in each of the jurisdictions in which they have operations. Pillar Two is more impactful to the Company as it allows for assessment even if the individual countries do not enact its minimum tax provisions. In effect, Pillar Two allows any country within which an MNE operates to levy tax upon that MNE to the extent it determines that the MNE is paying less than a 15% effective tax rate on its adjusted net income. The taxes levied may then be allocated among the jurisdictions that conform to the OECD rules.
In December 2022, the member states of the European Union ("EU") unanimously voted to adopt the OECD's minimum tax, which was agreed to by consensus of the BEPS 2.0 (Pillars One and Two) signatory jurisdictions. Under the EU's minimum tax directive, member states are to adopt domestic legislation implementing the minimum tax rules effective for periods beginning on or after December 31, 2023, with Pillar Two's "under-taxed profit rule" to take effect for periods beginning on or after December 31, 2024. The EU effective dates are January 1, 2024, and January 1, 2025, for different aspects of the directive.
Legislatures in multiple countries outside of the EU have also enacted or drafted legislation to implement the OECD's minimum tax proposals.
In July 2023, the OECD published Administrative Guidance proposing certain safe harbor provisions, including an effective rate test and a routine profits test, which, if satisfied, effectively delay the effective dates of Pillar Two to January 1, 2027. The EU and a significant number of other countries have or are expected to implement the safe harbor in local legislation. Based on these safe harbor provisions, the Company currently expects that several material jurisdictions, including the U.S., Netherlands, Switzerland, Germany, China, Singapore and Canada, will qualify for the safe harbor, effectively delaying the application of the global minimum tax until January 1, 2027.
22
On January 5, 2026, the OECD issued administrative guidance that establishes an exemption from the income inclusion rule and the undertaxed profits rule for MNE groups whose ultimate parent entity is located in a jurisdiction with a qualified side by side regime. Upon initial review, the U.S. would appear to qualify because it has a qualified domestic tax system and a qualified worldwide tax system. As a result, U.S. based groups could potentially be exempt from the OECD Pillar Two requirements other than for domestic top-up taxes and for certain reporting requirements. The Company will actively monitor the local country implementation of the new administrative guidance to determine the impact of the side by side system on its future filing positions.
The Company will continue to monitor the developments and implementation of the OECD BEPS projects. Currently the Company does not meet the requirements for the application of Pillar One. After an initial assessment of the application of the safe harbor provisions on a global basis, the Company determined that there was not a material impact from the local adoption of the OECD Pillar Two proposals in 2026, but is continuing to model the effect of these provisions, as well as the impact of the January 2026 administrative guidance, on its future effective tax rate and cash taxes.
The Company's tax returns for the years 2013 through 2015 have been subject to audit by the tax authorities in the United States, the Netherlands and Germany (collectively, the "Tax Authorities"). The Company and the Tax Authorities did not reach a joint resolution, and the audits proceeded on a jurisdiction by jurisdiction basis.
The Company has concluded settlement discussions with the Dutch and German tax authorities related to transfer pricing matters for the applicable periods. During the first quarter of 2026, the Company reached a resolution with the U.S. Internal Revenue Service (the "IRS") with respect to joint audit matters, as well as certain other transfer pricing issues for subsequent years through 2020. The Company expects to finalize the administrative resolution with the IRS prior to the end of 2026.
In addition, the Company's income tax returns are under examination by the tax authorities in Mexico for the years 2018 through 2020, in Canada for the years 2016 through 2022, in the United States for the years 2016 through 2020 and in Germany for periods after 2012.
In August 2023, the Company entered into a partial settlement with the Mexican tax authorities with respect to the audit for the 2018 tax year. The partial settlement did not have a material impact on income tax expense in the unaudited interim consolidated statements of operations. The Company is currently engaged in discussions with the Mexican tax authorities regarding preliminary audit findings for the 2019 and 2020 tax years.
The Company has concluded the audit for the 2019 through 2022 tax years with the Canadian tax authorities, which resulted in an immaterial adjustment. The Company remains in discussions with the Canadian tax authorities regarding audit findings for the 2016 through 2018 tax years and currently does not expect those audits to have a material impact on income tax expense.
The audit by the U.S. tax authorities for the years 2016 through 2020 is in the data gathering phase.
During the first quarter of 2025, the Company initiated settlement discussions with the German tax authorities regarding certain matters related to the audit for periods after 2007. In the second quarter of 2025, the Company concluded settlement discussions with respect to the 2008 through 2012 tax years.
The Company will record the impacts of any additional audit settlements in income tax expense in the period in which such settlements are finalized. Based on information currently available, the Company does not expect any additional material impacts to the unaudited interim consolidated statements of operations.
As of March 31, 2026, the Company believes that an adequate provision for income taxes has been made for all open tax years related to the examinations by governmental authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the governmental authorities are resolved in a manner inconsistent with the Company's expectations or the Company is unsuccessful in defending its position, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded.
23
12. Derivative Financial Instruments
Information regarding changes in the fair value of the Company's derivative and non-derivative instruments is as follows:
Gain (Loss) Recognized in Other Comprehensive Income (Loss)Gain (Loss) Recognized in Earnings (Loss)
Three Months Ended March 31, Statement of Operations Classification
2026202520262025
(In $ millions)
Designated as Cash Flow Hedges
Commodity swaps(3)6 4 1 Cost of sales
Interest rate swaps— — (2)(1)Interest expense
Total(3)6 2 — 
Designated as Fair Value Hedges
Cross-currency swaps(1)
44 (24)48 (54)Foreign exchange gain (loss), net
Designated as Net Investment Hedges
Foreign currency denominated debt25 (88)— — N/A
Cross-currency swaps
15 (80)— — N/A
Total40 (168)— — 
Not Designated as Hedges
Foreign currency forwards and swaps— — (12)— Foreign exchange gain (loss), net; Other income (expense), net
______________________________
(1)In March 2025, in conjunction with the March 2025 Offering (Note 7), the Company entered into cross-currency swaps to effectively convert $400 million of certain senior unsecured notes due April 15, 2030 into Japanese yen-denominated borrowings at prevailing yen interest rates, maturing on April 15, 2030. The swaps qualify and have been designated as fair value hedges of the Company's foreign currency exchange rate exposure on the long-term debt of its Japanese
yen-denominated subsidiary.
See Note 13 for additional information regarding the fair value of the Company's derivative instruments.
Certain of the Company's commodity swaps, interest rate swaps, cross-currency swaps and foreign currency forwards and swaps permit the Company to net settle all contracts with the counterparty through a single payment in an agreed upon currency in the event of default or early termination of the contract, similar to a master netting arrangement.
24
Information regarding the gross amounts of the Company's derivative instruments and the amounts offset in the unaudited consolidated balance sheets is as follows:
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Derivative Assets
Gross amount recognized279 291 
Gross amount offset in the consolidated balance sheets— — 
Net amount presented in the consolidated balance sheets279 291 
Gross amount not offset in the consolidated balance sheets29 28 
Net amount250 263 
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
Derivative Liabilities
Gross amount recognized668 706 
Gross amount offset in the consolidated balance sheets— — 
Net amount presented in the consolidated balance sheets668 706 
Gross amount not offset in the consolidated balance sheets29 28 
Net amount639 678 
25
13. Fair Value Measurements
The Company's financial assets and liabilities are measured at fair value on a recurring basis as follows:
Derivative financial instruments include interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps and are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 fair value measurement inputs such as interest rates and foreign currency exchange rates. These market inputs are utilized in the discounted cash flow calculation considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation for interest rate swaps, commodity swaps, cross-currency swaps and foreign currency forwards and swaps are observable in the active markets and are classified as Level 2 in the fair value measurement hierarchy.
Fair Value Measurement
Significant Other Observable Inputs (Level 2)
Other assetsOther liabilities
Notional AmountCurrentNoncurrentCurrentNoncurrent
(In millions)(In $ millions)
As of March 31, 2026
Derivatives Designated as Cash Flow Hedges
Commodity swaps$60 3 39 1 — 
Derivatives Designated as Fair Value Hedges
Cross-currency swaps€909 30 — 21 61 
Cross-currency swaps(1)
¥132,242 42 83 8 — 
Derivatives Designated as Net Investment Hedges
Cross-currency swaps and foreign currency denominated debt€3,479 55 — 35 373 
Cross-currency swaps(2)
¥7,268 23 — 14 132 
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps$2,059 4 — 23 — 
Total157 122 102 566 
As of December 31, 2025
Derivatives Designated as Cash Flow Hedges
Commodity swaps$46 4 44 — — 
Derivatives Designated as Fair Value Hedges
Cross-currency swaps€909 14 — 8 86 
Cross-currency swaps(1)
¥132,242 42 76 7 — 
Derivatives Designated as Net Investment Hedges
Cross-currency swaps and foreign currency denominated debt€4,899 82 — 65 429 
Cross-currency swaps(2)
¥7,268 17 — 6 89 
Derivatives Not Designated as Hedges
Foreign currency forwards and swaps$2,184 12 — 16 — 
Total171 120 102 604 
______________________________
(1)Notional amount denominated in Japanese yen.
(2)Notional amount denominated in Chinese yuan.
26
Carrying values and fair values of financial instruments that are not carried at fair value are as follows:
Fair Value Measurement
Carrying
Amount		Significant Other
Observable
Inputs
(Level 2)		Unobservable
Inputs
(Level 3)		Total
(In $ millions)
As of March 31, 2026
Equity investments without readily determinable fair values
170 — — — 
Insurance contracts in nonqualified trusts18 18 — 18 
Long-term debt, including current installments of long-term debt
12,599 12,755 125 12,880 
As of December 31, 2025
Equity investments without readily determinable fair values
170 — — — 
Insurance contracts in nonqualified trusts18 19 — 19 
Long-term debt, including current installments of long-term debt12,614 12,592 129 12,721 
In general, the equity investments included in the table above are not publicly traded and their fair values are not readily determinable. The Company believes the carrying values approximate fair value. Insurance contracts in nonqualified trusts consist of long-term fixed income securities, which are valued using independent vendor pricing models with observable inputs in the active market and therefore represent a Level 2 fair value measurement. The fair value of long-term debt is based on valuations from third-party banks and market quotations and is classified as Level 2 in the fair value measurement hierarchy. The fair value of obligations under finance leases, which are included in long-term debt in the unaudited consolidated balance sheets, is based on lease payments and discount rates, which are not observable in the market and therefore represents a Level 3 fair value measurement.
As of March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, receivables, trade payables, short-term borrowings and the current installments of long-term debt approximate carrying values due to the short-term nature of these instruments. These items have been excluded from the table with the exception of the current installments of long-term debt.
14. Commitments and Contingencies
Commitments
Guarantees
The Company has agreed to guarantee or indemnify third parties for environmental and other liabilities pursuant to a variety of agreements, including asset and business divestiture agreements, leases, settlement agreements and various agreements with affiliated companies. Although many of these obligations contain monetary and/or time limitations, others do not provide such limitations.
The Company has accrued for all probable and reasonably estimable losses associated with all known matters or claims. These known obligations include the following:
•Demerger Obligations
In connection with the Hoechst demerger, the Company agreed to indemnify Hoechst, and its legal successors, for various liabilities under the demerger agreement, including for environmental liabilities associated with contamination arising either from environmental damage in general ("Category A") or under 19 divestiture agreements entered into by Hoechst prior to the demerger ("Category B") (Note 9).
27
The Company's obligation to indemnify Hoechst, and its legal successors, is capped under Category B at €250 million. If and to the extent the environmental damage should exceed €750 million in aggregate, the Company's obligation to indemnify Hoechst and its legal successors applies, but is then limited to 33.33% of the remediation cost without further limitations. Cumulative payments under the divestiture agreements as of March 31, 2026 are $131 million. Though the Company is significantly under its obligation cap under Category B, most of the divestiture agreements have become time barred and/or any notified environmental damage claims have been partially settled.
The Company has also undertaken in the demerger agreement to indemnify Hoechst and its legal successors for (i) 33.33% of any and all Category A liabilities that result from Hoechst being held as the responsible party pursuant to public law or current or future environmental law or by third parties pursuant to private or public law related to contamination and (ii) liabilities that Hoechst is required to discharge, including tax liabilities, which are associated with businesses that were included in the demerger but were not demerged due to legal restrictions on the transfers of such items. These indemnities do not provide for any monetary or time limitations. The Company has not been requested by Hoechst to make any payments in connection with this indemnification. Accordingly, the Company has not made any payments to Hoechst and its legal successors.
Based on the Company's evaluation of currently available information, including the lack of requests for indemnification, the Company cannot estimate the remaining demerger obligations, if any, in excess of amounts accrued.
•Divestiture Obligations
The Company and its predecessor companies agreed to indemnify third-party purchasers of former businesses and assets for various pre-closing conditions, as well as for breaches of representations, warranties and covenants. Such liabilities also include environmental liability, product liability, antitrust and other liabilities. These indemnifications and guarantees represent standard contractual terms associated with typical divestiture agreements and, other than environmental liabilities, the Company does not believe that they expose the Company to significant risk (Note 9).
The Company has divested numerous businesses, investments and facilities through agreements containing indemnifications or guarantees to the purchasers. Many of the indemnity or guarantee obligations contain monetary and/or time limitations, which time limitations extend through 2037. The aggregate amount of known and quantified obligations containing such limitations is $103 million as of March 31, 2026.
Based on the Company's evaluation of currently available information, including the number of requests for indemnification or other payment received by the Company, the Company cannot estimate the remaining divestiture obligations, if any, in excess of amounts accrued.
Purchase Obligations
In the normal course of business, the Company enters into various purchase commitments for goods and services. The Company maintains a number of "take-or-pay" contracts for purchases of raw materials, utilities and other services. Certain of the contracts contain a contract termination buy-out provision that allows for the Company to exit the contracts for amounts less than the remaining take-or-pay obligations. In addition, the Company has other outstanding commitments representing maintenance and service agreements, energy and utility agreements, consulting contracts and software agreements.
As of March 31, 2026, unconditional purchase obligations are expected to be paid through 2042 as follows:
(In $ millions)
2026429 
2027461 
2028337 
2029276 
2030247 
Thereafter1,327 
Total3,077 
28
Contingencies
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust or competition, intellectual property, personal injury, toxic tort, public nuisance and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where the Company is named as a defendant and, based on the current facts, does not believe the outcomes from these matters would be material to the Company's results of operations, cash flows or financial position.
As previously reported, in July 2020, the Company settled a European Commission competition law investigation involving certain of its subsidiaries and three other companies related to certain past ethylene purchases. Shell Chemicals Europe, certain Repsol entities represented by Stichting Ethylene Claims ("Stichting"), TotalEnergies, OMV, Borealis, LyondellBasell, and certain Versalis entities represented by Stichting have each filed separate claims for damages with the District Court of Amsterdam against four companies, including the Company, arising from those activities. Hearings have been held in certain of these matters. With respect to the Stichting Repsol claims, a ruling on the initial phase, which phase is related to liability and not monetary damages, could be received in the second quarter of 2026, but the Company does not expect that such ruling would include a damages award or conclude the matter. BASF, Dow, ExxonMobil, BP, MOL Group and Braskem have filed similar claims against the Company in the Court of Munich, Germany, and Dow filed a second claim against the Company and others in the Court of Dortmund, Germany. In sum, to date, 14 claims have been filed against the Company and other ethylene purchasers since 2023, and the Company anticipates that new or existing claimants may assert additional claims or seek additional damages associated with the 2020 European Commission settlement. The Company expects additional hearings will take place and briefings will be filed in 2026. At this time, the Company cannot estimate but continues to assess any potential impact of these matters. The Company aggressively disputes these claims and intends to vigorously defend itself against them.
29
15. Segment Information
Engineered
Materials		Acetyl ChainOther
Activities		EliminationsConsolidated
(In $ millions)
Three Months Ended March 31, 2026
Net sales1,325 1,036 — (24)(1)2,337 
Cost of sales(993)(895)(5)24 (1,869)
Gross profit332 141 (5)— 468 
Selling, general and administrative expenses(95)(26)(105)— (226)
Amortization of intangible assets(39)(1)— — (40)
Research and development expenses(18)(10)— — (28)
Other (charges) gains, net (Note 18)
(7)(9)(4)— (20)
Gain (loss) on disposition of business and assets, net48 — — — 48 
Other segment items(2)
— — 12 — 12 
Operating profit (loss)221 95 (102)— 214 
Depreciation and amortization
107 81 13 — 201 
Equity in net earnings (loss) of affiliates
31 2 2 — 35 
Capital expenditures23 20 1 — 44 (3)
As of March 31, 2026
Goodwill and intangible assets, net6,843 433 — — 7,276 
Total assets13,459 5,287 2,989 — 21,735 
Three Months Ended March 31, 2025
Net sales1,287 1,116 — (14)(1)2,389 
Cost of sales(1,013)(915)(1)14 (1,915)
Gross profit274 201 (1)— 474 
Selling, general and administrative expenses(108)(27)(96)— (231)
Amortization of intangible assets(40)— — — (40)
Research and development expenses(21)(10)— — (31)
Other (charges) gains, net (Note 18)
(15)(3)(13)— (31)
Gain (loss) on disposition of business and assets, net4 — (1)— 3 
Other segment items(2)
— — 21 — 21 
Operating profit (loss)94 161 (90)— 165 
Depreciation and amortization
109 61 10 — 180 
Equity in net earnings (loss) of affiliates
16 3 3 — 22 
Capital expenditures39 30 9 — 78 (3)
As of December 31, 2025
Goodwill and intangible assets, net
6,917 438 — — 7,355 
Total assets13,971 5,3022,422 — 21,695 
______________________________
(1)Includes intersegment sales primarily related to the Acetyl Chain.
(2)Includes Foreign exchange gain (loss), net.
(3)Includes a decrease in accrued capital expenditures of $22 million and $24 million for the three months ended March 31, 2026 and 2025, respectively.
30
16. Revenue Recognition
The Company has certain contracts that represent take-or-pay revenue arrangements in which the Company's performance obligations extend over multiple years.
Remaining performance obligations related to take-or-pay contracts are expected to be recognized as follows:
As of
March 31,
2026
(In $ millions)
2026187 
2027117 
202881 
Thereafter24 
Total409 
Disaggregated Revenue
In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations.
The Company manages its Engineered Materials business segment through its project management pipeline, which is comprised of a broad range of projects that are solutions-based and are tailored to each customer's unique needs. Projects are identified and selected based on success rate and may involve a number of different polymers per project for use in multiple end-use applications. Therefore, the Company is agnostic toward products and end-use markets for the Engineered Materials business segment.
The Company manages its Acetyl Chain business segment by leveraging its ability to sell chemicals externally to end-use markets or downstream to its acetate tow, intermediate chemistry, emulsion polymers, redispersible powders and ethylene vinyl acetate polymers businesses. Decisions to sell externally and geographically or downstream and along the Acetyl Chain are based on market demand, trade flows and maximizing the value of its chemicals. Therefore, the Company's strategic focus is on executing within this integrated chain model and less on driving product-specific revenue.
Further disaggregation of Net sales by business segment and geographic destination is as follows:
Three Months Ended
March 31,
20262025
(In $ millions)
Engineered Materials
North America357 349 
Europe and Africa433 388 
Asia-Pacific504 516 
South America31 34 
Total1,325 1,287 
Acetyl Chain
North America348 386 
Europe and Africa366 385 
Asia-Pacific272 307 
South America26 24 
Total(1)
1,012 1,102 
______________________________
(1)Excludes intersegment sales of $24 million and $14 million for the three months ended March 31, 2026 and 2025, respectively.
31
17. Earnings (Loss) Per Share
Three Months Ended
March 31,
20262025
(In $ millions, except share data)
Amounts attributable to Celanese Corporation
Earnings (loss) from continuing operations45 (19)
Earnings (loss) from discontinued operations(1)(5)
Net earnings (loss)44 (24)
Weighted average shares - basic109,663,939 109,421,035 
Incremental shares attributable to equity awards(1)
315,008 — 
Weighted average shares - diluted109,978,947 109,421,035 
______________________________
(1)Excludes anti-dilutive incremental shares attributable to equity awards as follows:
Three Months Ended
March 31,
20262025
(In shares )
Options to purchase shares of Common Stock828,128 535,179 
Equity award shares8,098 75,147 
In addition, the Company incurred a net loss from continuing operations for the three months ended March 31, 2025, resulting in 167,276 incremental shares attributable to equity awards being excluded from the number of weighted average shares - diluted as their effect would be antidilutive.
18. Other (Charges) Gains, Net
Three Months Ended
March 31,
20262025
(In $ millions)
Restructuring(1)
(20)(31)
Total(20)(31)
______________________________
(1)Includes employee termination benefits primarily related to Company-wide business optimization projects during the three months ended March 31, 2026 and 2025, and employee termination benefits related to the previously announced closure of the Company's facility in Lanaken, Belgium (Note 3) for the three months ended March 31, 2026.
The changes in the restructuring liabilities by business segment are as follows:
Engineered
Materials		Acetyl
Chain		OtherTotal
(In $ millions)
Employee Termination Benefits
As of December 31, 202514 9 8 31 
Additions7 9 4 20 
Cash payments(12)(1)(4)(17)
As of March 31, 20269 17 8 34 
32
19. Subsequent Events
On May 5, 2026, the Company announced the intended closure of its unit located in Sakra, Singapore ("Sakra facility") and the optimization of the Company's North American nylon 6,6 polymerization production facilities in Richmond, Virginia and Washington, West Virginia to reposition its nylon business to create a more competitive and resilient platform for the future. The Company expects to operate the Sakra facility through the end of July 2026.
33
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q ("Quarterly Report"), the term "Celanese" refers to Celanese Corporation, a Delaware corporation, and not its subsidiaries. The terms the "Company," "we," "our" and "us," refer to Celanese and its subsidiaries on a consolidated basis. The term "Celanese U.S." refers to the Company's subsidiary, Celanese US Holdings LLC, a Delaware limited liability company, and not its subsidiaries.
The following discussion should be read in conjunction with the Celanese Corporation and Subsidiaries consolidated financial statements as of and for the year ended December 31, 2025 filed on February 24, 2026 with the Securities and Exchange Commission ("SEC") as part of the Company's Annual Report on Form 10-K ("2025 Form 10-K") and the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements herein, which are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Investors are cautioned that the forward-looking statements contained in this section and other parts of this Quarterly Report involve both risk and uncertainty. Several important factors could cause actual results to differ materially from those anticipated by these statements. Many of these statements are macroeconomic in nature and are, therefore, beyond the control of management. See "Forward-Looking Statements" below and at the beginning of our 2025 Form 10-K.
Forward-Looking Statements
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") and other parts of this Quarterly Report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. Generally, words such as "believe," "expect," "intend," "estimate," "anticipate," "project," "plan," "may," "can," "could," "might," and "will," and similar expressions, as they relate to us are intended to identify forward-looking statements. These statements reflect our current views and beliefs with respect to future events as of the date hereof, are not historical facts or guarantees of future performance and involve risks and uncertainties that are difficult to predict and many of which are outside of our control. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements made in this Quarterly Report are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed in this Quarterly Report will increase with the passage of time. We undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changes in our expectations or otherwise.
Risk Factors
See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for a description of certain risk factors that you should consider which could significantly affect our business and/or financial results. In addition, the following factors, among others, could cause our actual results to differ materially from those results, performance or achievements that may be expressed or implied by such forward-looking statements:
•the ability to successfully achieve planned cost reductions;
•changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate;
•the length and depth of product and industry business cycles particularly in the automotive, electrical, textiles, electronics and construction industries;
•potential liability resulting from pending or future claims or litigation, including investigations or enforcement actions, or from changes in the laws, regulations or policies of governments or other governmental activities, in the countries in which we operate;
•our level of indebtedness and our financial condition, each of which could diminish our ability to raise additional capital to fund operations, reduce our business and strategic flexibility, increase our interest expense, limit the success of our deleveraging efforts, and impact changes to our credit ratings, which could increase our interest expense in the event of additional downgrades;
•volatility or changes in the price and availability of raw materials and energy, particularly changes in the demand for, supply of, and market prices of ethylene, methanol, natural gas, carbon monoxide, wood pulp, hexamethylene diamine, Polyamide 66 ("PA66"), polybutylene terephthalate, ethanol, natural gas and fuel oil, and the prices for electricity and other energy sources;
34
Table of Contents
•the ability to pass increases in raw materials prices, logistics costs and other costs on to customers or otherwise improve margins through price increases;
•the possibility that we will not be able to realize the anticipated benefits of the Mobility & Materials business (the "M&M Business") we acquired from DuPont de Nemours, Inc. (the "M&M Acquisition"), including synergies and growth opportunities, whether as a result of difficulties arising from the operation of the M&M Business or other unanticipated delays, costs, inefficiencies or liabilities;
•additional impairment of goodwill or intangible assets;
•increased commercial, legal or regulatory complexity of entering into, or expanding our exposure to, certain end markets and geographies;
•risks in the global economy and equity and credit markets and their potential impact on our ability to pay down debt in the future and/or refinance at suitable rates, in a timely manner, or at all;
•the ability to maintain plant utilization rates and to implement planned capacity additions, expansions and maintenance;
•the ability to reduce or maintain current levels of production costs and to improve productivity by implementing technological improvements to existing plants;
•increased price competition and the introduction of competing products by other companies;
•the ability to identify desirable potential acquisition or divestiture opportunities and to complete such transactions, including obtaining regulatory approvals, consistent with our strategy;
•market acceptance of our products and technology;
•compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, transportation, logistics or supply chain disruptions, cybersecurity incidents, AI-related vulnerabilities, terrorism or political unrest, public health crises, or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions, the direct or indirect consequences of acts of war or conflict (such as the Russia-Ukraine conflict or conflicts in the Middle East) or terrorist incidents or as a result of fire, flood, hurricanes, other severe weather, natural disasters, other catastrophic events or other crises;
•the ability to obtain governmental approvals and to construct facilities on terms and schedules acceptable to us;
•changes in applicable tariffs, duties, treaties and trade agreements, tax rates or legislation throughout the world including, but not limited to, anti-dumping and countervailing duties, adjustments, changes in estimates or interpretations or the resolution of tax examinations or audits that may impact recorded or future tax impacts and potential regulatory and legislative tax developments in the United States ("U.S.") and other jurisdictions;
•changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual property;
•potential liability for remedial actions and increased costs under existing or future environmental, health and safety regulations, including those relating to climate change or other sustainability matters;
•changes in currency exchange rates and interest rates;
•tax rates and changes thereto; and
•various other factors, both referenced and not referenced in this Quarterly Report.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, affect us in ways or to an extent that we currently do not expect or consider to be significant, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this Quarterly Report as anticipated, believed, estimated, expected, intended, planned or projected. We neither intend nor assume any obligation to update these forward-looking statements, which speak only as of the date hereof.
35
Table of Contents
Overview
We are a global chemical and specialty materials company. We are a global producer of high performance engineered polymers that are used in a variety of high-value applications, as well as one of the world's largest producers of acetyl products, which are intermediate chemicals for nearly all major industries. As a recognized innovator in the chemicals industry, we engineer and manufacture a wide variety of products essential to everyday living. Our broad product portfolio serves a diverse set of end-use applications including automotive, chemical additives, construction, consumer and industrial adhesives, medical, consumer electronics, energy storage, filtration, paints and coatings, paper and packaging, industrial applications and textiles. Our products enjoy leading global positions due to our differentiated business models, large global production capacity, operating efficiencies, proprietary technology and competitive cost structures.
Our large and diverse global customer base primarily consists of major companies across a broad array of industries. We hold geographically balanced global positions and participate in diversified end-use applications. We combine a demonstrated track record of execution, strong performance built on differentiated business models and a clear focus on growth and value creation. Known for operational excellence, reliability and execution of our business strategies, we partner with our customers around the globe to deliver best-in-class technologies and solutions.
Impact of Tariffs
As we are a global company, tariffs, uncertainty regarding potential future tariffs and their potential effects may impact our business. We continue to analyze the impact of these tariffs and actions we can take to minimize their impact.
36
Table of Contents
Results of Operations
Financial Highlights
Three Months Ended March 31,
20262025Change
(unaudited)
(In $ millions, except percentages)
Statement of Operations Data
Net sales2,337 2,389 (52)
Gross profit468 474 (6)
Selling, general and administrative ("SG&A") expenses(226)(231)5 
Other (charges) gains, net(20)(31)11 
Gain (loss) on disposition of businesses and assets, net48 3 45 
Operating profit (loss)214 165 49 
Equity in net earnings (loss) of affiliates35 22 13 
Non-operating pension and other postretirement employee benefit (expense) income5 2 3 
Interest expense(183)(170)(13)
Refinancing expense— (32)32 
Interest income9 4 5 
Dividend income - equity investments1 1 — 
Earnings (loss) from continuing operations before tax82 (6)88 
Earnings (loss) from continuing operations49 (15)64 
Earnings (loss) from discontinued operations(1)(5)4 
Net earnings (loss)48 (20)68 
Net earnings (loss) attributable to Celanese Corporation44 (24)68 
Other Data
Depreciation and amortization201 180 21 
SG&A expenses as a percentage of Net sales9.7 %9.7 %
Operating margin(1)
9.2 %6.9 %
Other (charges) gains, net
Restructuring
(20)(31)11 
Total Other (charges) gains, net
(20)(31)11 
______________________________
(1)Defined as Operating profit (loss) divided by Net sales.
As of
March 31,
2026		As of
December 31,
2025
(unaudited)
(In $ millions)
Balance Sheet Data
Cash and cash equivalents1,758 1,263 
Short-term borrowings and current installments of long-term debt - third party and affiliates1,741 1,204 
Long-term debt, net of unamortized deferred financing costs10,813 11,394 
Total debt12,554 12,598 
37
Table of Contents
Factors Affecting Business Segment Net Sales
The percentage increase (decrease) in Net sales attributable to each of the factors indicated for each of our business segments is as follows:
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
VolumePriceCurrencyTotal
(unaudited)
(In percentages)
Engineered Materials— (1)4 3 
Acetyl Chain(7)(4)4 (7)
Total Company(3)(3)4 (2)
Consolidated Results
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net sales decreased $52 million, or 2%, for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•lower volume in our Acetyl Chain segment, primarily driven by decreased global demand; and
•lower pricing, primarily driven by our Acetyl Chain segment due to an environment with greater supply than demand, as well as our Engineered Materials segment due to competitive market dynamics;
partially offset by:
•a favorable currency impact from our Engineered Materials and Acetyl Chain segments, primarily resulting from a stronger euro relative to the U.S. dollar.
Operating profit increased $49 million, or 30%, for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•a gain of $50 million recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information);
•lower spending of $47 million, primarily in our Engineered Materials segment as a result of the positive impact from our planned inventory build as well as the realization of cost savings and productivity actions, partially offset by higher spending in our Other Activities segment, primarily related to higher merger and acquisition and incentive compensation costs incurred during the three months ended March 31, 2026; and
•lower raw material costs in our Engineered Materials segment;
partially offset by:
•lower Net sales in our Acetyl Chain segment.
Equity in net earnings (loss) of affiliates increased $13 million, or 59%, for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of lower methyl tertiary-butyl ether ("MTBE") volumes arising from a plant turnaround during the three months ended March 31, 2025, which did not recur in the current year.
Our effective income tax rate for the three months ended March 31, 2026 was 40% compared to (150)% for the same period in 2025. The change in the effective income tax rate for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to increased earnings in the current year, as well as changes in uncertain tax benefits related to prior
38
Table of Contents
year tax examinations in various foreign jurisdictions and differences in functional currency for tax purposes in certain jurisdictions, partially offset by favorable changes in the geographic mix of earnings in the current year. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Business Segments
Engineered Materials
Three Months Ended March 31, Change%
Change
20262025
(unaudited)
(In $ millions, except percentages)
Net sales1,325 1,287 38 3.0 %
Net Sales Variance
Volume— %
Price(1)%
Currency4 %
Other (charges) gains, net(7)(15)8 53.3 %
Gain (loss) on disposition of businesses and assets, net48 4 44 1,100.0 %
Operating profit (loss)221 94 127 135.1 %
Operating margin16.7 %7.3 %
Equity in net earnings (loss) of affiliates31 16 15 93.8 %
Depreciation and amortization107 109 (2)(1.8)%
Our Engineered Materials segment includes our engineered materials business and certain strategic affiliates. Our engineered materials business develops, produces and supplies a broad portfolio of high performance specialty polymers for automotive and medical applications, as well as industrial products and consumer electronics. Together with our strategic affiliates, our engineered materials business is a leading participant in the global specialty polymers industry.
The pricing of products within the Engineered Materials segment is primarily based on the value of the material we produce and is generally independent of changes in the cost of raw materials, but may be impacted during periods of inflation and increased costs. Therefore, in general, margins may expand or contract in response to changes in raw materials costs. We attempt to address increases in raw materials costs through appropriate pricing actions.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net sales increased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar;
partially offset by:
•lower pricing for most of our products, primarily due to competitive market dynamics.
Operating profit increased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•lower spending of $56 million, primarily as a result of the positive impact from our planned inventory build as well as the realization of cost savings and productivity actions during the three months ended March 31, 2026;
•a gain of $50 million recognized on the completed sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information); and
•lower raw materials costs, primarily driven by productivity initiatives.
39
Equity in net earnings (loss) of affiliates increased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•an increase in earnings from our Ibn Sina strategic affiliate, primarily as a result of lower MTBE volumes arising from a plant turnaround during the three months ended March 31, 2025, which did not recur in the current year.
Acetyl Chain
Three Months Ended March 31, Change%
Change
20262025
(unaudited)
(In $ millions, except percentages)
Net sales1,036 1,116 (80)(7.2)%
Net Sales Variance
Volume(7)%
Price(4)%
Currency4 %
Other (charges) gains, net(9)(3)(6)(200.0)%
Operating profit (loss)95 161 (66)(41.0)%
Operating margin9.2 %14.4 % 
Depreciation and amortization81 61 20 32.8 %
Our Acetyl Chain segment, which includes the integrated chain of our intermediate chemistry, emulsion polymers, ethylene vinyl acetate polymers, redispersible powders and acetate tow businesses, is active in every major global industrial sector and serves diverse consumer end-use applications. These include conventional uses, such as paints, coatings, adhesives, and filter products, as well as other unique, high-value end uses including flexible packaging, thermal laminations, pharmaceuticals, wire and cable, and compounds. Together with our strategic affiliates, our Acetyl Chain businesses are leading producers and suppliers in multiple global industrial sectors.
The pricing of products within the Acetyl Chain is influenced by industry utilization rates and changes in the cost of raw materials. Therefore, in general, there is a directional correlation between these factors and our Net sales for most Acetyl Chain products. This impact to pricing typically lags changes in raw materials costs over months or quarters.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net sales decreased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•lower volume across most of our products, due to decreased global demand; and
•lower pricing for our products globally, due to an environment with greater supply than demand during the three months ended March 31, 2026;
partially offset by:
•a favorable currency impact, primarily resulting from a stronger euro relative to the U.S. dollar.
Operating profit decreased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•lower Net sales.
40
Other Activities
Three Months Ended March 31, Change%
Change
20262025
(unaudited)
(In $ millions, except percentages)
Operating profit (loss)(102)(90)(12)(13.3)%
Other Activities primarily consists of corporate center costs, including administrative activities such as finance, taxes, information technology and human resource functions, interest income and expense associated with financing activities and results of our captive insurance companies. Other Activities also includes the components of net periodic benefit cost (interest cost, expected return on assets and net actuarial gains and losses) for our defined benefit pension plans and other postretirement plans not allocated to our business segments.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Operating loss increased for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to:
•higher spending of $9 million, primarily related to higher merger and acquisition and incentive compensation costs incurred during the three months ended March 31, 2026; and
•an unfavorable currency impact.
Liquidity and Capital Resources
Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents, dividends from our portfolio of strategic investments and available borrowings under our senior unsecured revolving credit facilities. As of March 31, 2026, we have $1.75 billion available for borrowing under our senior U.S. Revolving Credit Facility (defined below) and $94 million available for borrowing under our separate China Revolving Credit Facilities (defined below), if required, to meet our working capital needs and other contractual obligations (see Covenants section below for further information). In addition, we held cash and cash equivalents of $1.8 billion as of March 31, 2026. We are actively managing our business to maintain cash flow, and we believe that liquidity from the above-referenced sources will be sufficient to meet our operational and capital investment needs and financial obligations for the foreseeable future.
On February 2, 2026, we completed the sale of the Micromax® business to Element Solutions Inc for a purchase price of $493 million, subject to customary transaction adjustments. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
In October 2025, we announced the intended closure of our facility in Lanaken, Belgium to streamline our production costs across our global network. We intend to permanently cease all manufacturing operations during the second half of 2026. We expect to incur additional exit and shutdown costs related to the closure of the facility of $100 million, including employee termination costs, through 2027. See Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information.
Our incurrence of debt to finance the purchase price for the M&M Acquisition increased our leverage and our ratio of indebtedness to consolidated EBITDA as set forth in our senior unsecured credit facilities. We believe that cash flows from our operations, together with cost reduction initiatives, will support our deleveraging efforts over the next few years. However, we expect the weakened demand environment, as discussed below, to continue to adversely impact our cash generation in the near-term. In furtherance of our deleveraging efforts, we have paused our share repurchase program and are in the process of evaluating additional cash generation or conservation opportunities. As part of this process, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a more balanced capital allocation strategy. Our deleveraging efforts may also include, in addition to the sale of the Micromax® business described above, other opportunistic dispositions or monetization of other product or business lines or other assets.
41
While our contractual obligations, commitments and debt service requirements over the next several years are significant, we continue to believe we will have available resources to meet our liquidity requirements, including debt service, for the next twelve months. If our cash flow from operations is insufficient to fund our debt service and other obligations, we may be required to use other means available to us such as increasing our borrowings, reducing or delaying capital expenditures, seeking additional capital, further reducing or pausing dividend payments, or seeking to restructure or refinance our indebtedness. There can be no assurance, however, that we will continue to generate cash flows at or above current levels.
We continue to focus our near-term capital expenditures on required maintenance projects and productivity improvements, as we continue to prioritize deleveraging and expect total capital expenditures to be approximately $300 million to $350 million in 2026. In Engineered Materials, at our Nanjing, China facility, our expansions of (1) the compounding plant was completed and began production activities during the three months ended December 31, 2025 and (2) the liquid crystal polymer ("LCP") compounding facility is on schedule for completion in the second half of 2026. Our energy optimization productivity and greenhouse gas reduction project at our polyoxymethylene ("POM") unit in Frankfurt, Germany is progressing on an extended schedule that aligns with our strategy for capital spending. In the Acetyl Chain, our planned expansion of our vinyl acetate ethylene ("VAE") emulsion plant in Frankfurt, Germany is in construction with start-up scheduled in the third quarter of 2026 to align with demand. We continue to see the investments made in recent years strengthen the growth and reliability, while lowering the carbon footprint, of our manufacturing network to best serve our customers.
On a stand-alone basis, Celanese and its immediate 100% owned subsidiary, Celanese U.S., have no independent external operations of their own. Accordingly, they generally depend on the cash flow of their subsidiaries and their ability to pay dividends and make other distributions to Celanese and Celanese U.S. in order to meet their obligations, including their obligations under senior credit facilities and senior notes, and to pay dividends on our Common Stock.
We are subject to capital controls and exchange restrictions imposed by the local governments in certain jurisdictions where we operate, such as China, South Korea, India and Indonesia. Capital controls impose limitations on our ability to exchange currencies, repatriate earnings or capital, lend via intercompany loans or create cross-border cash pooling arrangements. Our largest exposure to a country with capital controls is in China. Pursuant to applicable regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, the Chinese government imposes certain currency exchange controls on cash transfers out of China, puts certain limitations on duration, purpose and amount of intercompany loans, and restricts cross-border cash pooling. While it is possible that future tightening of these restrictions or application of new similar restrictions could impact us, these limitations do not currently restrict our operations.
Cash Flows
Cash and cash equivalents increased $495 million to $1.8 billion as of March 31, 2026 compared to December 31, 2025. As of March 31, 2026, $706 million of the $1.8 billion of cash and cash equivalents was held by our foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries are largely accessible without additional material tax consequences, if needed in the U.S., to fund operations. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
•Net Cash Provided by (Used in) Operating Activities
Net cash provided by operating activities increased $39 million to $76 million for the three months ended March 31, 2026 compared to net cash provided by operating activities of $37 million for the same period in 2025, primarily due to:
•a decrease in net cash interest paid of $108 million; and
•an increase in earnings performance after noncash adjustments;
partially offset by:
•unfavorable trade working capital of $104 million, primarily due to the timing of collections of trade receivables and inventory increases compared to prior year reductions, partially offset by timing of settlement of trade payables during the three months ended March 31, 2026.
42
•Net Cash Provided by (Used in) Investing Activities
Net cash provided by investing activities increased $523 million to $425 million for the three months ended March 31, 2026 compared to net cash used in investing activities of $98 million for the same period in 2025, primarily due to:
•a cash flow of $493 million related to sale of the Micromax® business (see Note 3 - Acquisitions, Dispositions and Plant Closures in the accompanying unaudited interim consolidated financial statements for further information).
•Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities increased $48 million to $3 million for the three months ended March 31, 2026 compared to net cash provided by financing activities of $45 million for the same period in 2025, primarily due to:
•a decrease in proceeds from long-term debt, primarily due to the March 2025 Offering (defined below), of $2.6 billion during three months ended March 31, 2025, which did not recur in the current year; and
•a decrease in net borrowings on short-term debt of $238 million, primarily due to a decrease in net borrowings of $200 million under the November 2024 U.S. Term Loan Credit Facility, during three months ended March 31, 2025, which did not recur in the current year, and a decrease in net borrowings on our China Revolving Credit Facilities (defined below) and U.S. Revolving Credit Facility (defined below) of $49 million, as well as a decrease of net borrowings under various China working capital loans during the three months ended March 31, 2026;
partially offset by:
•a decrease in repayments of long-term debt, primarily due to the March 2025 Tender Offers (defined below), of $1.1 billion, redemption of the 6.050% Senior Notes due March 15, 2025, partial repayment of $400 million of the March 2022 U.S. Term Loan Credit Facility (defined below), and redemption of the 1.250% Senior Notes due February 11, 2025, during the three months ended March 31, 2025, which did not recur in the current year; and
•a decrease in debt refinancing costs paid of $69 million during the three months ended March 31, 2025, which did not recur in the current year.
Debt and Other Obligations
•Senior Credit Facilities
In March 2022, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (as amended to date, the "March 2022 U.S. Term Loan Credit Facility") and in November 2024, Celanese U.S. entered into a $1.0 billion senior unsecured term loan credit agreement (the "November 2024 U.S. Term Loan Credit Facility"). The March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Facility were each fully repaid and terminated as of December 31, 2025.
In August 2025, Celanese U.S. entered into a new senior unsecured revolving credit agreement (the "U.S. Revolving Credit Facility" and together with the March 2022 U.S. Term Loan Credit Facility and the November 2024 U.S. Term Loan Credit Facility, the "U.S. Credit Facilities"), consisting of a $1.75 billion senior unsecured revolving credit facility (with a letter of credit sublimit), maturing in 2030. The margin for borrowings under the U.S. Revolving Credit Facility is 1.00% to 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings) above certain interbank rates at current Company credit ratings.
The U.S. Revolving Credit Facility is guaranteed by Celanese and certain domestic subsidiaries, together representing substantially all of our U.S. assets and business operations (the "Subsidiary Guarantors").
43
Certain of our subsidiaries in China have outstanding senior unsecured bank obligations (collectively, the "China Credit Facilities"). Celanese (Shanghai) International Trading Co., Ltd ("CSIT") entered into a revolving credit facility guaranteed by Celanese U.S. (the "CSIT Revolving Credit Facility") which bears interest at a fixed rate. This revolving credit facility was fully repaid on January 13, 2026.
Celanese (Nanjing) Chemical Co., Ltd. ("CNCC") has entered into various working capital and term loans that bear interest at floating or fixed interest rates and expire on various dates beginning December 2026 through March 2031. These working capital and term loans have an outstanding balance of $628 million as of March 31, 2026.
In April 2025, CNCC entered into a CNY100 million revolving credit facility guaranteed by Celanese U.S. (the "CNCC Revolving Credit Facility" and together with the CSIT Revolving Credit Facility, the "China Revolving Credit Facilities") expiring 12 months from the drawdown date. No draws were initiated as of March 31, 2026.
On March 10, 2026, CNCC entered into a CNY600 million senior unsecured term loan credit agreement bearing interest at certain floating interest rates, expiring seven years from the drawdown date.
On March 26, 2026, CNCC entered into a CNY950 million senior unsecured term loan credit agreement bearing interest at certain floating interest rates, expiring five years from the drawdown date. No draws were initiated as of March 31, 2026.
We expect the China Credit Facilities will continue to facilitate our efficient repatriation of cash to the U.S. to repay debt and effectively redomicile a portion of our U.S. debt to China at a lower average interest rate.
•Senior Notes
In March 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in aggregate principal amounts of €750 million and $1.8 billion (the "March 2025 Offering").
In addition, in March 2025, Celanese U.S. completed cash tender offers for €552 million and $500 million in aggregate principal amounts of senior unsecured notes (the "March 2025 Tender Offers"). The net proceeds from the March 2025 Offering, together with borrowings under the November 2024 U.S. Term Loan Credit Facility, were used (i) to fund the March 2025 Tender Offers, (ii) for repayment of other outstanding indebtedness and (iii) to pay related fees and expenses.
Deferred financing costs related to the March 2025 Offering were $34 million and are being amortized to Interest expense in the unaudited interim consolidated statements of operations over the terms of the applicable notes. Fees and expenses related to the March 2025 Tender Offers of $32 million, including accelerated amortization of deferred financing costs associated with the principal amounts tendered, are included in Refinancing expense in the unaudited interim consolidated statements of operations for the three months ended March 31, 2025.
In December 2025, Celanese U.S. completed a public offering of senior unsecured notes registered under the Securities Act in an aggregate principal amount of $1.4 billion (the "December 2025 Offering").
In addition, in December 2025, Celanese U.S. completed cash tender offers for $1.2 billion in aggregate principal amounts of senior unsecured notes (the "December 2025 Tender Offers"). The net proceeds from the December 2025 Offering were used to (i) fund the December 2025 Tender Offers, (ii) repay other outstanding indebtedness and (iii) pay related fees and expenses.
There have been no material changes to our debt or other obligations described in our 2025 Form 10-K other than those disclosed above and in Note 7 - Debt in the accompanying unaudited interim consolidated financial statements.
•Accounts Receivable Purchasing Facility
In June 2025, we entered into an amendment to the amended and restated receivables purchase agreement under our U.S. accounts receivable purchasing facility among certain of our subsidiaries, our wholly-owned, "bankruptcy remote" special purpose subsidiary ("SPE") and certain global financial institutions ("Purchasers"). We de-recognized $315 million and $1.5 billion of accounts receivable under this agreement for the three months ended March 31, 2026 and year ended December 31, 2025, respectively, and collected $294 million and $1.5 billion of accounts receivable sold under this agreement during the same periods. Unsold U.S. accounts receivable of $104 million were pledged by the SPE as collateral to the Purchasers as of March 31, 2026.
44
•Factoring and Discounting Agreements
We have factoring agreements in Europe, Japan, Singapore and China with financial institutions. We de-recognized $185 million and $717 million of accounts receivable under these factoring agreements for the three months ended March 31, 2026 and year ended December 31, 2025, respectively, and collected $172 million and $724 million of accounts receivable sold under these factoring agreements during the same periods.
We have master discounting agreements (the "Master Discounting Agreements") with financial institutions in China to discount, on a non-recourse basis, banker's acceptance drafts, classified as accounts receivable. We received $13 million and $82 million from the accounts receivable transferred under the Master Discounting Agreements for the three months ended March 31, 2026 and year ended December 31, 2025, respectively.
Covenants
Our material financing arrangements contain customary covenants, including the maintenance of certain financial ratios, events of default and change of control provisions. Failure to comply with these covenants, or the occurrence of any other event of default, could result in acceleration of the borrowings and other financial obligations.
During the year ended December 31, 2025, we amended certain covenants in certain U.S. Credit Facilities, including financial ratio maintenance covenants.
We are in compliance with the covenants in our material financing arrangements as of March 31, 2026. We expect to remain in compliance with such covenants over the twelve-month required evaluation period subsequent to the date of this filing based on current market conditions and our current expectation of future results of operations and cash generation. However, should our actual future results of operations and cash generation differ materially from our expectations, we may be required to seek an amendment to or waiver of any impacted covenants, or pursue other mitigation strategies.
See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information.
Guarantor Financial Information
We have outstanding senior unsecured notes, issued in public offerings registered under the Securities Act (collectively, the "Senior Notes"). The Senior Notes were issued by Celanese U.S. ("Issuer") and are guaranteed by Celanese Corporation ("Parent Guarantor") and the Subsidiary Guarantors (collectively the "Obligor Group"). See Note 7 - Debt in the accompanying unaudited interim consolidated financial statements for further information. The Issuer and Subsidiary Guarantors are 100% owned subsidiaries of the Parent Guarantor. The Subsidiary Guarantors are listed in Exhibit 22.1 to this Quarterly Report.
The Parent Guarantor and the Subsidiary Guarantors have guaranteed the Senior Notes on a full and unconditional, joint and several, senior unsecured basis. The guarantees are subject to certain customary release provisions, including that a Subsidiary Guarantor will be released from its respective guarantee in specified circumstances, including (i) the sale or transfer of all of its assets or capital stock; (ii) its merger or consolidation with, or transfer of all or substantially all of its assets to, another person; or (iii) its ceasing to be a majority-owned subsidiary of the Issuer in connection with any sale of its capital stock or other transaction. Additionally, a Subsidiary Guarantor will be released from its guarantee of the Senior Notes at such time that it ceases to guarantee the Issuer's obligations under the existing U.S. Credit Facilities (subject to the satisfaction of customary document delivery requirements). The obligations of the Subsidiary Guarantors under their guarantees are limited as necessary to prevent such guarantees from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
The Parent Guarantor and the Issuer are holding companies that conduct substantially all of their operations through their subsidiaries, which own substantially all of our consolidated assets. The Parent Guarantor holds the stock of its immediate 100% owned subsidiary, the Issuer, but has no material consolidated assets. The principal source of cash to pay the Parent Guarantor's and the Issuer's obligations, including obligations under the Senior Notes and the guarantee of the Issuer's obligations under the existing U.S. Credit Facilities, is the cash that our subsidiaries generate from their operations. Each of the Subsidiary Guarantors and our non-guarantor subsidiaries is a distinct legal entity and, under certain circumstances, applicable country or state laws, regulatory limitations and terms of other debt instruments may limit our subsidiaries' ability to distribute cash to the Issuer and the Parent Guarantor.
For cash management purposes, we transfer cash among the Parent Guarantor, Issuer, Subsidiary Guarantors and non-guarantors through intercompany financing arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. While the non-guarantor subsidiaries do not guarantee the Issuer's obligations under our outstanding debt, the transfer of cash under these activities facilitates the ability of the recipient to make specified third-party payments for
45
principal and interest on the Senior Notes, the existing U.S. Credit Facilities, other outstanding debt, Common Stock dividends and Common Stock repurchases.
The summarized financial information of the Obligor Group is presented below on a combined basis after the elimination of: (i) intercompany transactions among such entities and (ii) equity in earnings from and investments in the non-guarantor subsidiaries. Transactions with, and amounts due to or from, non-guarantor subsidiaries and affiliates are separately disclosed.
Three Months Ended
March 31, 2026
(In $ millions)
(unaudited)
Net sales to third parties395 
Net sales to non-guarantor subsidiaries58 
Total net sales453 
Gross profit(42)
Earnings (loss) from continuing operations(175)
Net earnings (loss)(176)
Net earnings (loss) attributable to the Obligor Group(176)
As of
March 31,
2026		As of
December 31,
2025
(In $ millions)
(unaudited)
Receivables from non-guarantor subsidiaries1,193 1,176 
Other current assets3,191 2,503 
Total current assets4,384 3,679 
Goodwill536 536 
Other noncurrent assets6,636 6,620 
Total noncurrent assets7,172 7,156 
Current liabilities due to non-guarantor subsidiaries8,830 8,384 
Current liabilities due to affiliates6 5 
Other current liabilities2,249 1,666 
Total current liabilities11,085 10,055 
Noncurrent liabilities due to non-guarantor subsidiaries2,306 1,810 
Other noncurrent liabilities11,136 11,784 
Total noncurrent liabilities13,442 13,594 
Share Capital
On April 15, 2026, we declared a quarterly cash dividend of $0.03 per share on our Common Stock amounting to $3 million. The cash dividend will be paid on May 11, 2026 to holders of record as of April 27, 2026. As indicated above, as part of our deleveraging efforts, we reduced our quarterly dividend by approximately 95% beginning in the first quarter of 2025. We will continue to evaluate our dividend policy, taking into account our ability to return to a more balanced capital allocation strategy.
There have been no material changes to our share capital described in our 2025 Form 10-K other than those disclosed above and in Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements.
Contractual Obligations
We have not entered into any material off-balance sheet arrangements.
Except as otherwise described in this report, there have been no material revisions outside the ordinary course of business to our contractual obligations as described in our 2025 Form 10-K.
46
Tax Return Audits
Our tax returns for the years 2013 through 2015 have been subject to audit by the tax authorities in the United States, the Netherlands, and Germany (collectively, the "Tax Authorities"). The Company and the Tax Authorities did not reach a joint resolution, and the audits proceeded on a jurisdiction by jurisdiction basis. We have concluded settlement discussions with the Dutch and German tax authorities related to transfer pricing matters for the applicable periods. During the first quarter of 2026, we reached a resolution with the U.S. Internal Revenue Service (the "IRS") with respect to joint audit matters, as well as certain other transfer pricing issues for subsequent years through 2020. We expect to finalize the administrative resolution with the IRS prior to the end of 2026.
In addition, our income tax returns are under examination by the tax authorities in Mexico for the years 2018 through 2020, in Canada for the years 2016 through 2022, in the United States for the years 2016 through 2020, and in Germany for periods after 2012. In August 2023, we entered into a partial settlement with the Mexican tax authorities with respect to the audit for the 2018 tax year. The partial settlement did not have a material impact on income tax expense in the unaudited interim consolidated statements of operations. We are currently engaged in discussions with the Mexican tax authorities regarding preliminary audit findings for the 2019 and 2020 tax years. We have concluded the audit for the 2019 through 2022 tax years with the Canadian tax authorities, which resulted in an immaterial adjustment. The Company remains in discussions with the Canadian tax authorities regarding audit findings for the 2016 through 2018 tax years and currently does not expect those audits to have a material impact on income tax expense. The audit in the U.S. for the years 2016 through 2020 is in the data gathering phase. During the first quarter of 2025, we initiated settlement discussions with the German tax authorities regarding certain matters related to the audit for periods after 2007. In the second quarter of 2025, the Company concluded settlement discussions with respect to the 2008 through 2012 tax years. We will record the impacts of any additional audit settlements in income tax expense in the period in which such settlements are finalized. Based on information currently available, we do not expect any additional material impacts to the unaudited interim consolidated statements of operations.
As of March 31, 2026, we believe that an adequate provision for income taxes has been made for all open tax years related to the examinations by governmental authorities. However, the outcome of tax audits cannot be predicted with certainty. If any issues raised by the governmental authorities are resolved in a manner inconsistent with our expectations or we are unsuccessful in defending our positions, we could be required to adjust our provision for income taxes in the period such resolution occurs. If required, any such adjustments could be material to the statements of operations and cash flows in the period(s) recorded. See Note 11 - Income Taxes in the accompanying unaudited interim consolidated financial statements for further information.
Business Environment
During the three months ended March 31, 2026, demand in the Western Hemisphere was supported by sequential seasonal improvement but remained overall muted in key end markets, including automotive, paints and coatings and construction, reflecting ongoing global macroeconomic weakness. Supply chain dislocations drove raw material and energy inflation, resulting in price escalation across the value chain particularly in the Eastern Hemisphere and Europe. We continue to identify and execute actions that aim to improve earnings, accelerate deleveraging and drive long‑term shareholder value.
Critical Accounting Policies and Estimates
Our unaudited interim consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated financial statements and the reported amounts of Net sales, expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results.
We describe our significant accounting policies in Note 2 - Summary of Accounting Policies, of the Notes to the Consolidated Financial Statements included in our 2025 Form 10-K. We discuss our critical accounting policies and estimates in MD&A in our 2025 Form 10-K.
Recent Accounting Pronouncements
See Note 2 - Recent Accounting Pronouncements in the accompanying unaudited interim consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements.
47
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk for the Company has not changed materially from the foreign exchange, interest rate and commodity risks disclosed in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in our 2025 Form 10-K. See also Note 12 - Derivative Financial Instruments in the accompanying unaudited interim consolidated financial statements for further discussion of our market risk management and the related impact on the Company's financial position and results of operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, as of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
48
Table of Contents
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in legal and regulatory proceedings, lawsuits, claims and investigations incidental to the normal conduct of its business, relating to such matters as product liability, land disputes, insurance coverage disputes, contracts, employment, antitrust and competition, intellectual property, personal injury, toxic tort, public nuisance and other actions in tort, workers' compensation, chemical exposure, asbestos exposure, taxes, trade compliance, acquisitions and divestitures, claims of current and legacy shareholders, past waste disposal practices and release of chemicals into the environment. The Company is actively defending those matters where it is named as a defendant. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, the Company's litigation accruals and estimates of possible loss or range of possible loss may not represent the ultimate loss to the Company from legal proceedings. See Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements for a discussion of material environmental matters and material commitments and contingencies related to legal and regulatory proceedings. There have been no significant developments in the "Legal Proceedings" described in our 2025 Form 10-K other than those disclosed in Note 9 - Environmental and Note 14 - Commitments and Contingencies in the accompanying unaudited interim consolidated financial statements. See Part I - Item 1A. Risk Factors of our 2025 Form 10-K for certain risk factors relating to these legal proceedings.
Item 1A. Risk Factors
In addition to the information in this Quarterly Report, readers should carefully consider the information in Part I, Item 1A. Risk Factors of our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not repurchase any Common Stock during the three months ended March 31, 2026. As of March 31, 2026, our Board of Directors had authorized the repurchase of $6.9 billion of our Common Stock since February 2008, with approximately $1.1 billion value of shares remaining that may be purchased under the program. See Note 10 - Shareholders' Equity in the accompanying unaudited interim consolidated financial statements for further information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
(c) Trading Plans
During the quarter ended March 31, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading plans or "non-Rule 10b5-1 trading arrangements" as defined in Item 408 of Regulation S-K.
49
Table of Contents
Item 6. Exhibits(1)
Exhibit
Number
Description
3.1
3.2
10.1*‡
10.2*‡
10.3*‡
10.4*‡
10.5*‡
10.6*‡
10.7*‡
22.1*
31.1*
31.2*
32.1*
32.2*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 has been formatted in Inline XBRL.
*    Filed herewith.
‡    Indicates a management contract or compensatory plan or arrangement.

(1)The Company and its subsidiaries have in the past issued, and may in the future issue from time to time, long-term debt. The Company may not file with the applicable report copies of the instruments defining the rights of holders of long-term debt to the extent that the aggregate principal amount of the debt instruments of any one series of such debt instruments for which the instruments have not been filed has not exceeded or will not exceed 10% of the assets of the Company at any pertinent time. The Company hereby agrees to furnish a copy of any such instrument(s) to the SEC upon request.
50
Table of Contents
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 thereunto duly authorized.
CELANESE CORPORATION
By:/s/ SCOTT A. RICHARDSON
Scott A. Richardson
President, Chief Executive Officer
and Director
Date:May 6, 2026

By:/s/ CHUCK B. KYRISH
Chuck B. Kyrish
Senior Vice President and
Chief Financial Officer
Date:May 6, 2026
51

Exhibit 10.1
[Form of 2025 Time-Based RSU Agreement]





celaneselogo1a.jpg









CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant’s name and the number of Restricted Stock Units can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award)


2025 RSU Award

[Number of Shares Granted] Units



This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.





CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Time-Based Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company") (the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Time-Based RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] time-based Restricted Stock Units ("RSUs") representing the right to receive an equal number of Common Shares upon vesting. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2.Time-Based Vesting: Subject to Section 3 and Section 6 of this Agreement, <<Vest1>> RSUs shall vest on <<Vest1Date>>; <<Vest2>> RSUs shall vest on <<Vest2Date>>; <<Vest3>> RSUs shall vest on <<Vest3Date>>, for a total of [Number of Shares Granted] RSUs. Each such date shall be referred to as a "Vesting Date". Each period between the Grant Date and a Vesting Date shall be referred to as a "Vesting Period".
3.Effects of Certain Events Prior to Vesting:
(a)Upon the termination of the Participant's employment by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's employment by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), the prorated RSUs will be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).

The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment without Cause.

(b)Upon the termination of the Participant's employment by the Company due to the Participant's death or Disability (other than as provided in Section 3(c) or 3(d)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete



and partial calendar months from the Grant Date to the date of termination due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's employment due to the Participant's death or Disability and notwithstanding any provision of Section 4 to the contrary, the prorated RSUs will be settled as soon as administratively practicable (but in no event later than 2 ½ months) after the date of such termination of employment due to death or Disability by delivery of a number of Common Shares equal to the number of such prorated RSUs.
The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment due to the Participant's death or Disability.
(c)Upon the termination of the Participant's employment by the Company due to the Participant's Retirement but under circumstances not amounting to Cause and, unless the Participant serves in a Designated Role, as such term is defined by, and such roles are determined from time to time by, the Committee, subject to the Participant providing two (2) months’ prior written notice of such Participant's Retirement, then the Participant will continue to vest in the RSUs in accordance with the above vesting schedule. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(c), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(d)Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then the entire unvested portion of the RSUs shall vest as of the date of such termination of employment and shall be settled as follows, subject to any applicable taxes under Section 7:
(i) a prorated number of the unvested RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s); and
(ii) unless the Company determines, in its sole discretion, that (A) the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award and (B) only the additional accelerated vesting provisions of Section 3(d)(i) shall apply, the remaining number of the unvested RSUs shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(e)Upon the termination of the Participant's employment for any other reason, the unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment.



A Participant's employment will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to a Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b), 3(c), 3(d) and 6(a)(1) are inapplicable.
4.Settlement of RSUs: Subject to Sections 3, 6 and 7 of this Agreement, Celanese shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable following the applicable Vesting Date (but in no event later than 2 ½ months after the applicable Vesting Date), in complete settlement of all RSUs vesting on such Vesting Date, a number of Common Shares equal to the number of RSUs vesting on such Vesting Date.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the RSUs have vested and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control with respect to any unvested RSUs granted pursuant to this Agreement that have not previously been forfeited:
(1)    If (i) the Award is assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (ii) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested portion of the Award (or, as applicable, the substitute award) shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the date of termination, subject to the provisions of Section 7, provided, however, that if the Participant could have terminated due to the Participant's Retirement, then the RSUs shall instead be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(2)    If the Award is not assumed or continued and a substitute award is not made pursuant to Section 6(a)(1) above, then upon the occurrence of a Change in Control, the unvested portion of the Award shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the Change in Control, subject to the provisions of Section 7; and
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of Celanese that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within thirty (30) days following such dissolution.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested RSUs unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign



counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any vested RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1)    shall have delivered to the Company an executed copy of this Agreement;
(2)    shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;



(3)    shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4)    shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country ("International Supplement"), which terms are deemed incorporated herein. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment at any time for any reason. The grant of RSUs hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these RSUs nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.



13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:
(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of all claims to



punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the award amount set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of



fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Restricted Stock Units Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The RSUs and the Common Shares issued upon vesting of such RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the RSUs provided by this Agreement shall not modify the time or form of issuance of the RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six (6) months and one day after the date of such separation from service to the extent required by Code Section 409A. For purposes of Section 409A of the Code, references herein to the Participant's "termination of employment" shall refer to the Participant's "separation from service" with the Company within the meaning of Section 409A of the Code.
22.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the



Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(b)"Change in Control" means:
(i)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)    Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case



may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)    The implementation of a complete liquidation or dissolution of Celanese.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, Celanese will not be deemed to have undergone a Change in Control unless Celanese is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(c)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(d)"Operative Documents" means the 2018 Plan and this Agreement.
(e)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.
(f)    "Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.

[signature on following page]



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate.

CELANESE CORPORATION

By: Scott A. Richardson
Chief Executive Officer and President

Exhibit 10.2
[Form of 2026 Performance-Based RSU Agreement]





celogo2a.jpg








CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units awarded can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).


2026 Performance RSU Award

Target Award: [Number of Shares Granted] Units


This grant is made pursuant to the Performance-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], covering a performance period from January 1, 2026 through December 31, 2028, which Agreement is attached hereto and made a part hereof.




CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Performance-Based Restricted Stock Unit Award Agreement (the "Agreement" is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Performance RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, Celanese hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] performance-based Restricted Stock Units ("Performance RSUs") representing the right to receive, subject to the attainment of the performance goals set forth in Appendix A, the number of Common Shares to be determined in accordance with the formula set forth in Appendix A. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the performance requirements and other conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2.Performance-Based Adjustment and Vesting:
(a)    Subject to Section 3 and Section 6 of this Agreement, the Performance RSUs are subject to adjustment for performance during the Performance Period in accordance with the performance measures, targets and methodology set forth in Appendix A. The number of Performance RSUs determined after the Performance Period based on such performance is referred to as the "Performance-Adjusted RSUs."
(b)    Subject to Section 3 and Section 6 of this Agreement, the Performance-Adjusted RSUs shall vest on February 15, 2029 (the "Vesting Date"). The period between the Grant Date and the Vesting Date shall be referred to as the "Vesting Period."
3.Effects of Certain Events:
(a)If the Participant's employment with the Company is terminated (x) by the Company without Cause or (y) due to the Participant's Retirement prior to the Vesting Date and, unless the Participant serves in a Designated Role, as such term is defined by, and such roles are determined from time to time by, the Committee, subject to the Participant providing two (2) months' prior written notice of such Participant's Retirement (other than as provided in Section 3(b), 3(c), or 6(a)(i)), then:
(i) in all such cases the Performance RSUs shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period; and
(ii) a prorated number of the Performance-Adjusted RSUs will vest on the Vesting Date in an amount equal to (x) the unvested Performance-Adjusted RSUs in the Vesting Period multiplied by (y) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and


the denominator of which is the number of complete and partial calendar months in the Vesting Period, such product to be rounded up to the nearest whole number.
Such prorated Performance-Adjusted RSUs will be settled following the Vesting Date in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(a), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(b)Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then:
(i) a prorated number of the unvested Performance RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period, and shall be settled in accordance with the provisions of Section 3(a); and
(ii) unless the Company determines, in its sole discretion, that (A) the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award and (B) only the additional accelerated vesting provisions of Section 3(b)(i) shall apply, the remaining number of the unvested Performance RSUs that would have otherwise been forfeited had the provisions of Section 3(a) applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period, and any such Performance-Adjusted RSUs will vest and be settled in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement.
(c)If the Participant's employment with the Company is terminated due to the Participant's death or Disability prior to the Vesting Date, then a prorated number of Performance RSUs will vest in an amount equal to:
(i) the Target number of Performance RSUs granted hereby multiplied by
(ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in the Vesting Period, such product to be rounded up to the nearest whole number.
The prorated number of Performance RSUs shall immediately vest and a number of Common Shares equal to such prorated number of Performance RSUs described above shall be delivered to the Participant or beneficiary within thirty (30) days following the date of termination, subject to


the provisions of Section 7. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment for death or Disability.
(d)Upon the termination of a Participant's employment with the Company for any other reason prior to the Vesting Date, the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment.
A Participant's employment will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to the Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b), 3(c) and 6(a)(i) are inapplicable.
4.Settlement of Performance RSUs: The Committee shall determine the Performance-Adjusted RSUs as soon as administratively practicable following the computation of Celanese's performance for the Performance Period (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2029)). The date of such determination is referred to as the "Performance Certification Date." Subject to Sections 2, 3, 5, 6 and 7 of this Agreement, Celanese shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable after the Performance Certification Date (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2029)), in complete settlement of the Performance-Adjusted RSUs vesting on such Vesting Date, a number of Common Shares equal to the Performance-Adjusted RSUs determined in accordance with this Agreement.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the Performance RSUs have vested and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, in connection with the occurrence of a Change in Control, with respect to any unvested Performance RSUs granted pursuant to this Agreement that have not previously been forfeited:
(i)If (A) the Award is assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (B) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then Performance RSUs in an amount equal to the higher of (x) the Target number of Performance RSUs granted hereby (or, as applicable, the substitute award) or (y) the number of Performance RSUs payable based on estimated Celanese performance during the Performance Period through the Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within 30 days following the date of termination, subject to the provisions of Section 7.
(ii)If the Award is not assumed or continued and a substitute award is not made pursuant to Section 6(a)(i) above, then upon the occurrence of a Change in Control, a number of Performance RSUs equal to the higher of (A) the Target number of Performance RSUs granted hereby or (B) the number of Performance RSUs payable


based on estimated Celanese performance during the Performance Period through the Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within 30 days following the occurrence of the Change in Control, subject to the provisions of Section 7.
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of Celanese that is taxed under Section 331 of the Code, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any Performance RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within 30 days following such dissolution.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested Performance RSUs unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for U.S. federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of Performance-Adjusted RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the vesting or settlement of Performance-Adjusted RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested Performance-Adjusted RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the Performance RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the Performance-Adjusted RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The Performance RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the


Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements; Release of Claims: Subject to Sections 10(a), 10(b) and 10(c) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1)    shall have delivered to the Company an executed copy of this Agreement;
(2)    shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(3)    shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4)    shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement, as determined by the Company in its sole discretion. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested Performance RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country ("International Supplement"), which terms are deemed incorporated herein. The issuance of the


Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: This Agreement and the Award evidenced hereby are not an employment agreement, and nothing in this Agreement, the International Supplement, if applicable, or the 2018 Plan shall alter the Participant's status as an "at-will" employee of the Company or your employment status at the Company. None of this Agreement, the International Supplement, if applicable, or the 2018 Plan shall be construed as guaranteeing your employment by the Company, or as giving you any right to continue in the employ of the Company, during any period (including without limitation the period between the Date of the Agreement and the Vesting Date, or any portion of such period), nor shall they be construed as giving you any right to be reemployed by the Company following any termination of employment. This Agreement and the Award evidenced hereby, and all other long-term incentive awards and other equity-based awards, are discretionary. This Award does not confer on the Participant any right or entitlement to receive another Award or any other equity-based award at any time in the future or in respect of any future period. The Company has made this Award to you in its sole discretion. This Award does not confer on you any right or entitlement to receive compensation in any specific amount for any future year, and does not diminish in any way the Company's discretion to determine the amount, if any, of your compensation. This Award is not part of your base salary or wages and will not be taken into account in determining any other employment-related rights you may have, such as rights to pension or severance pay. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: Should any provision of this Agreement be declared or held to be illegal, invalid or otherwise unenforceable, (a) such provision shall either be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise severed, (b) the remainder of this Agreement shall not be affected except to the extent necessary to reform or sever such illegal, invalid or unenforceable provision, and (c) in no event should such partial invalidity affect the remainder of this Agreement, which shall still be enforced.
13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:


(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of all claims to punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain


any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the Performance RSU Target Award set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Performance RSUs Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The Performance RSUs and the Common Shares issued upon settlement of such Performance RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. The Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within 90 days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.


20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the Performance RSUs provided by this Agreement shall not modify the time or form of issuance of the Performance RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six months and one day after the date of such separation from service to the extent required by Code Section 409A. For purposes of Section 409A of the Code, references herein to the Participant's "termination of employment" shall refer to the Participant's "separation from service" with the Company within the meaning of Section 409A of the Code.
22.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a)"Adjusted EBIT" means net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes, and further adjusted for certain items attributable to Celanese Corporation as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(b)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(c)"Change in Control" means:
(i)    any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of


common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)    individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)    consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)    The implementation of a complete liquidation or dissolution of Celanese.


Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, Celanese will not be deemed to have undergone a Change in Control unless Celanese is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(d)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(e)"Operative Documents" means the 2018 Plan and this Agreement.
(f)"Peer Group" means, subject to the provisions below, entities included in the Dow Jones US Chemical Index as of December 31, 2025. This is a "closed group"; therefore, changes in the Peer Group during the period specified in the definition of Total Stockholder Return, shall be handled as follows:
(1)Closed Group: The composition of the Peer Group will be determined on the date specified above, and "frozen" as of that date; subsequent changes to the composition of the index will not change the Peer Group. Companies will not be market capitalization weighted.
(2)Multiple Class Companies: If a company in the Dow Jones US Chemical Index has more than one class of shares trading, only the "Class A" shares will be included in the Peer Group.
(3)    Acquisitions: If a company in the Peer Group is acquired during the Performance Period, such company is excluded from the Peer Group for purposes of the TSR calculation.
(4)    Spinoffs: The surviving parent entity will be retained in the Peer Group, by treating the value of the spinco as a reinvested dividend in parent stock.
(5)    Bankruptcy: If a company in the Peer Group files for bankruptcy protection or is otherwise insolvent during the Performance Period, such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.
(6)    No Trading: If a company is in the Dow Jones US Chemical Index but is not trading as of December 31, 2025, then it will be excluded from the Peer Group. If a company in the Peer Group is otherwise no longer publicly traded on the last day of the Performance Period (other than as a result of an acquisition as described in clause (3) above), such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.
(g)"Performance Period" means the three-year period from January 1, 2026 through December 31, 2028.
(h)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.


(i)"Relative Total Stockholder Return" or "Relative TSR" is assessed in comparison of the percentile rank in TSR to the Peer Group. The lowest ranked company will be the 0% rank, the middle ranked company will be the 50th percentile rank and the top ranked company will be the 100th percentile rank.
(j)"Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has 10 years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.
(k)"Return on Capital Employed" or "ROCE" means a measure used by Celanese's management to measure performance and is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables – third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests, and certain items as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(l)"Settlement Date" means the date that Common Shares are delivered to the Participant following the Vesting Date.
(m)"Total Stockholder Return" or "TSR" measures the percent change in share price from the beginning of the Performance Period to the end of the Performance Period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price will be calculated as an average of 60 data points: the closing share price on December 31, 2025 and the closing share price for each of the 59 trading days preceding December 31, 2025. The ending share price will be calculated as an average of 60 data points: the closing share price on December 31, 2028 and the closing share price for each of the 59 trading days preceding December 31, 2028.
[signatures appear on following page]



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.

CELANESE CORPORATION
By:
Scott A. Richardson
Chief Executive Officer and President


APPENDIX A
CALCULATION OF THE PERFORMANCE-BASED VESTING
Performance-Based Vesting Calculation
The Performance RSUs are subject to adjustment based on the achievement of specified levels of:
(i) the Company's ROCE during the Performance Period, weighted 100%.
In addition, the Performance RSUs will be subject to further adjustment based on Celanese's Relative TSR during the Performance Period.
Each metric will be calculated separately based on the targets set forth below. The results of each metric will determine the number of Performance RSUs earned for that metric. The total award will be the total number of Performance RSUs earned for the performance metric, with such result then subject to adjustment based on Celanese's Relative TSR during the Performance Period. The number of Performance RSUs determined after such adjustments (and subject further to the additional vesting requirements of Section 2(b) of the Agreement) are referred to as the "Performance-Adjusted RSUs." Fractional shares remaining after such adjustments will be rounded up to the nearest whole share. No fractional shares will be issued.


A. [Intentionally Omitted]



B. Calculation of Performance Adjustment based on the ROCE Results
The following table outlines the percentage of the Performance RSUs that may become earned based on ROCE performance during the Performance Period.
ROCE
(100% weighting)
Result
Goal Achievement for Performance Period1
Performance Adjustment Percentage
Below ThresholdLess than [●]%0%
Threshold[●]%50%
Target[●]% - [●]%100%
Superior[●]% or more200%
The Performance Adjustment Percentage for ROCE for the Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and the low end of the Target range, or for results achieved between the high end of the Target range and Superior. No Performance RSUs will be earned for the ROCE component for the Performance Period if Goal Achievement is Below Threshold.

1 To the extent not otherwise included as an adjustment to ROCE (as defined), if
(a) the historic financial statements of the Company for period(s) ending prior to the Performance Period are retrospectively recast in connection with a change in accounting principle or method adopted during the Performance Period,
(b) the Company effects a material acquisition, disposition, merger, spin-off or other similar transaction, or enters/exits a joint venture, affecting the Company or any subsidiary or any portion thereof, during the Performance Period,
(c) the Company suffers or incurs items of gain, loss or expense determined to be unusual in nature, or charges for restructurings, discontinued operations, or any other unusual or infrequent items, or any other event materially outside the scope of those anticipated in the Company's operating plans,
(d) there are changes in tax law or other such laws or provisions affecting reported results,
(e) the Company establishes accruals or reserves, or impairs assets, for reorganization or restructuring programs, and/or
(f) the Company incurs or is adversely affected by any other eventuality contemplated by the last sentence of Section 13(b) of the 2018 Plan,
then in each such case where the amount is significant to the Company, the Committee shall, as determined appropriate in its sole discretion, adjust the performance goals or level of assessed performance, as described in this Appendix A to ensure that the Participant is not unfairly advantaged or disadvantaged by any of the events described in items (a)-(f).


C. Calculation of Relative TSR Modifier
The sum of the Performance RSUs earned for the Adjusted EPS component and the Performance RSUs earned for the ROCE component will be subject to further adjustment by multiplying such aggregate Performance RSUs earned by the "Modifier Percentage" determined based on Celanese's Relative TSR percentile ranking during the Performance Period in accordance with the following table.
Relative TSR Modifier
Relative TSR Percentile AchievedModifier Percentage
< 25%
80%
25% to 75%100%
> 75%
120%

D. Adjustments In Case of Certain Dispositions and Acquisitions
In the event of a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, if such transaction is determined by the Committee to constitute a "change in ownership or control" within the meaning of Section 280G of the Code (and regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement) (e.g., a sale or other disposition of assets of the Company that have a gross fair market value equal to or more than one-third of the total gross fair market value of all assets of the Company immediately before such transaction), the Committee may, in addition to or in lieu of any permitted adjustments to the performance goals or performance provided above, in its discretion take any action as determined to be equitable to reflect the closing of the transaction, including, but not limited to: (i) adjust the performance vesting conditions in any manner, including substituting new or additional performance goals, over the remaining Performance Period, (ii) cease the measurement of performance as of the closing of the transaction and adjust the Award to a time-vesting Award over the remainder of the Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine), or (iii) accelerate the vesting of all or any portion of the Award.
In the event of an acquisition by the Company of one or more subsidiaries in a stock, asset, merger or other similar transaction or combination thereof (regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement), the Committee may, in addition to or in lieu of any permitted or required adjustments to the performance goals or performance provided above, in its discretion take any action as determined to be equitable to reflect the closing of the transaction, including, but not limited to: (i) adjust the performance vesting conditions in any manner, including substituting new or additional performance goals, over the remaining Performance Period or (ii) cease the measurement of performance as of the closing of the transaction and adjust the Award to a time-vesting Award over the remainder of the Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine).

Exhibit 10.3
[Form of 2026 CEO Performance-Based RSU Agreement]





celogoa.jpg








CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Performance-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units awarded can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).


2026 Performance RSU Award

Target Award: [Number of Shares Granted] Units


This grant is made pursuant to the Performance-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], covering a performance period from January 1, 2026 through December 31, 2028, which Agreement is attached hereto and made a part hereof.




CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Performance-Based Restricted Stock Unit Award Agreement (the "Agreement" is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Performance RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, Celanese hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] performance-based Restricted Stock Units ("Performance RSUs") representing the right to receive, subject to the attainment of the performance goals set forth in Appendix A, the number of Common Shares to be determined in accordance with the formula set forth in Appendix A. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the performance requirements and other conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2.Performance-Based Adjustment and Vesting:
(a)    Subject to Section 3 and Section 6 of this Agreement, the Performance RSUs are subject to adjustment for performance during the Performance Period in accordance with the performance measures, targets and methodology set forth in Appendix A. The number of Performance RSUs determined after the Performance Period based on such performance is referred to as the "Performance-Adjusted RSUs."
(b)    Subject to Section 3 and Section 6 of this Agreement, the Performance-Adjusted RSUs shall vest on February 15, 2029 (the "Vesting Date"). The period between the Grant Date and the Vesting Date shall be referred to as the "Vesting Period."
3.Effects of Certain Events:
(a)If the Participant's service with the Company is terminated by the Company without Cause or due to the Participant's Retirement prior to the Vesting Date (other than as provided in Section 3(b), 3(c) or 6(a)(i)), then:
(i) in all such cases the Performance RSUs shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of service occurs during the Performance Period; and
(ii) a prorated number of the Performance-Adjusted RSUs will vest on the Vesting Date in an amount equal to (x) the unvested Performance-Adjusted RSUs in the Vesting Period multiplied by (y) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in the Vesting Period, such product to be rounded up to the nearest whole number.


Such prorated Performance-Adjusted RSUs will be settled following the Vesting Date in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement. The remaining portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(a), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes a general release of claims, covenants relating to the provision of transition assistance and cooperation (including reasonable transition support to any successor CEO and cooperation in litigation related to the time period of Participant's service) and two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(b)Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then:
(i) a prorated number of the unvested Performance RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period, and shall be settled in accordance with the provisions of Section 3(a); and
(ii) unless the Company determines, in its sole discretion, that (A) the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award and (B) only the additional accelerated vesting provisions of Section 3(b)(i) shall apply, the remaining number of the unvested Performance RSUs that would have otherwise been forfeited had the provisions of Section 3(a) applied shall remain subject to adjustment for performance as provided in Section 2(a) above, including if such termination of employment occurs during the Performance Period, and any such Performance-Adjusted RSUs will vest and be settled in accordance with the provisions of Section 4, subject to any applicable taxes under Section 7 upon such vesting and settlement.
(c)If the Participant's service with the Company is terminated due to the Participant's death or Disability prior to the Vesting Date, then a prorated number of Performance RSUs will vest in an amount equal to:
(i) the Target number of Performance RSUs granted hereby multiplied by
(ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination, and the denominator of which is the number of complete and partial calendar months in the Vesting Period, such product to be rounded up to the nearest whole number.
The prorated number of Performance RSUs shall immediately vest and a number of Common Shares equal to such prorated number of Performance RSUs described above shall be delivered to the Participant or beneficiary within thirty (30) days following the date of termination, subject to the provisions of Section 7. The remaining portion of the Award shall be immediately forfeited


and cancelled without consideration as of the date of the Participant's termination of service for death or Disability.
(d)Upon the termination of a Participant's service with the Company for any other reason prior to the Vesting Date, the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service.
A Participant's service will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to the Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b), 3(c) and 6(a)(i) are inapplicable.
4.Settlement of Performance RSUs: The Committee shall determine the Performance-Adjusted RSUs as soon as administratively practicable following the computation of Celanese's performance for the Performance Period (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2029)). The date of such determination is referred to as the "Performance Certification Date." Subject to Sections 2, 3, 5, 6 and 7 of this Agreement, Celanese shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable after the Performance Certification Date (but not later than 2 ½ months after the end of the Performance Period (i.e., March 15, 2029)), in complete settlement of the Performance-Adjusted RSUs vesting on such Vesting Date, a number of Common Shares equal to the Performance-Adjusted RSUs determined in accordance with this Agreement.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the Performance RSUs have vested and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, in connection with the occurrence of a Change in Control, with respect to any unvested Performance RSUs granted pursuant to this Agreement that have not previously been forfeited:
(i)If (A) the Award is assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (B) the Participant's service is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then Performance RSUs in an amount equal to the higher of (x) the Target number of Performance RSUs granted hereby (or, as applicable, the substitute award) or (y) the number of Performance RSUs payable based on estimated Celanese performance during the Performance Period through the Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within 30 days following the date of termination, subject to the provisions of Section 7.
(ii)If the Award is not assumed or continued and a substitute award is not made pursuant to Section 6(a)(i) above, then upon the occurrence of a Change in Control, a number of Performance RSUs equal to the higher of (A) the Target number of Performance RSUs granted hereby or (B) the number of Performance RSUs payable based on estimated Celanese performance during the Performance Period through the


Change in Control as determined by the Committee in accordance with this Agreement, shall immediately vest and a number of Common Shares equal to the number of Performance RSUs so determined shall be delivered to the Participant within 30 days following the occurrence of the Change in Control, subject to the provisions of Section 7.
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of Celanese that is taxed under Section 331 of the Code, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any Performance RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within 30 days following such dissolution.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested Performance RSUs unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for U.S. federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of Performance-Adjusted RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the vesting or settlement of Performance-Adjusted RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested Performance-Adjusted RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the Performance RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the Performance-Adjusted RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The Performance RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the


Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements; Release of Claims: Subject to Sections 10(a), 10(b) and 10(c) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1)    shall have delivered to the Company an executed copy of this Agreement;
(2)    shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(3)    shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4)    shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement, as determined by the Company in its sole discretion. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of service, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested Performance RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country ("International Supplement"), which terms are deemed incorporated herein. The issuance of the


Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: This Agreement and the Award evidenced hereby are not an employment agreement, and nothing in this Agreement, the International Supplement, if applicable, or the 2018 Plan shall alter the Participant's status as an "at-will" employee or service provider of the Company or your employment or service status at the Company. None of this Agreement, the International Supplement, if applicable, or the 2018 Plan shall be construed as guaranteeing your employment by or service with the Company, or as giving you any right to continue in the employ or engagement of the Company, during any period (including without limitation the period between the Date of the Agreement and the Vesting Date, or any portion of such period), nor shall they be construed as giving you any right to be reemployed or reengaged by the Company following any termination of employment or service. This Agreement and the Award evidenced hereby, and all other long-term incentive awards and other equity-based awards, are discretionary. This Award does not confer on the Participant any right or entitlement to receive another Award or any other equity-based award at any time in the future or in respect of any future period. The Company has made this Award to you in its sole discretion. This Award does not confer on you any right or entitlement to receive compensation in any specific amount for any future year, and does not diminish in any way the Company's discretion to determine the amount, if any, of your compensation. This Award is not part of your base salary or wages and will not be taken into account in determining any other employment- or service-related rights you may have, such as rights to pension or severance pay. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: Should any provision of this Agreement be declared or held to be illegal, invalid or otherwise unenforceable, (a) such provision shall either be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise severed, (b) the remainder of this Agreement shall not be affected except to the extent necessary to reform or sever such illegal, invalid or unenforceable provision, and (c) in no event should such partial invalidity affect the remainder of this Agreement, which shall still be enforced.
13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:


(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of all claims to punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain


any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the Performance RSU Target Award set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Performance RSUs Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The Performance RSUs and the Common Shares issued upon settlement of such Performance RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. The Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within 90 days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.


20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the Performance RSUs provided by this Agreement shall not modify the time or form of issuance of the Performance RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six months and one day after the date of such separation from service to the extent required by Code Section 409A. For purposes of Section 409A of the Code, references herein to the Participant's "termination of employment" shall refer to the Participant's "separation from service" with the Company within the meaning of Section 409A of the Code.
22.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a)"Adjusted EBIT" means net earnings (loss) attributable to Celanese Corporation, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, refinancing expense and taxes, and further adjusted for certain items attributable to Celanese Corporation as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(b)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(c)"Change in Control" means:
(i)    any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of


common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)    individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)    consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)    the implementation of a complete liquidation or dissolution of Celanese.


Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, Celanese will not be deemed to have undergone a Change in Control unless Celanese is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(d)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(e)"Operative Documents" means the 2018 Plan and this Agreement.
(f)"Peer Group" means, subject to the provisions below, entities included in the Dow Jones US Chemical Index as of December 31, 2025. This is a "closed group"; therefore, changes in the Peer Group during the period specified in the definition of Total Stockholder Return, shall be handled as follows:
(1)Closed Group: The composition of the Peer Group will be determined on the date specified above, and "frozen" as of that date; subsequent changes to the composition of the index will not change the Peer Group. Companies will not be market capitalization weighted.
(2)Multiple Class Companies: If a company in the Dow Jones US Chemical Index has more than one class of shares trading, only the "Class A" shares will be included in the Peer Group.
(3)    Acquisitions: If a company in the Peer Group is acquired during the Performance Period, such company is excluded from the Peer Group for purposes of the TSR calculation.
(4)    Spinoffs: The surviving parent entity will be retained in the Peer Group, by treating the value of the spinco as a reinvested dividend in parent stock.
(5)    Bankruptcy: If a company in the Peer Group files for bankruptcy protection or is otherwise insolvent during the Performance Period, such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.
(6)    No Trading: If a company is in the Dow Jones US Chemical Index but is not trading as of December 31, 2025, then it will be excluded from the Peer Group. If a company in the Peer Group is otherwise no longer publicly traded on the last day of the Performance Period (other than as a result of an acquisition as described in clause (3) above), such company shall remain in the Peer Group but shall be assigned the lowest possible ranking for TSR.
(g)"Performance Period" means the three-year period from January 1, 2026 through December 31, 2028.
(h)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.


(i)"Relative Total Stockholder Return" or "Relative TSR" is assessed in comparison of the percentile rank in TSR to the Peer Group. The lowest ranked company will be the 0% rank, the middle ranked company will be the 50th percentile rank and the top ranked company will be the 100th percentile rank.
(j)"Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has 10 years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's service for Cause.
(k)"Return on Capital Employed" or "ROCE" means a measure used by Celanese's management to measure performance and is defined as Adjusted EBIT divided by capital employed, which is the beginning and end-of-year average of the sum of property, plant and equipment, net; trade working capital (calculated as trade receivables, net plus inventories less trade payables – third party and affiliates); goodwill; intangible assets, and investments in affiliates, adjusted to eliminate noncontrolling interests, and certain items as determined by the Company (consistent with the provisions of Section 13(b) of the 2018 Plan) and as approved by the Committee.
(l)"Settlement Date" means the date that Common Shares are delivered to the Participant following the Vesting Date.
(m)"service" shall mean continued service as the Executive Chairman of the Board of Directors (but not service as another non-employee director that is not Executive Chairman), employee, contractor or consultant.
(n)"Total Stockholder Return" or "TSR" measures the percent change in share price from the beginning of the Performance Period to the end of the Performance Period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. The beginning share price will be calculated as an average of 60 data points: the closing share price on December 31, 2025 and the closing share price for each of the 59 trading days preceding December 31, 2025. The ending share price will be calculated as an average of 60 data points: the closing share price on December 31, 2028 and the closing share price for each of the 59 trading days preceding December 31, 2028.
[signatures appear on following page]



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.

CELANESE CORPORATION
By:
Belinda Hyde
Senior Vice President and Chief Human Resources Officer


APPENDIX A
CALCULATION OF THE PERFORMANCE-BASED VESTING
Performance-Based Vesting Calculation
The Performance RSUs are subject to adjustment based on the achievement of specified levels of:
(i) the Company's ROCE during the Performance Period, weighted 100%.
In addition, the Performance RSUs will be subject to further adjustment based on Celanese's Relative TSR during the Performance Period.
Each metric will be calculated separately based on the targets set forth below. The results of each metric will determine the number of Performance RSUs earned for that metric. The total award will be the total number of Performance RSUs earned for the performance metric, with such result then subject to adjustment based on Celanese's Relative TSR during the Performance Period. The number of Performance RSUs determined after such adjustments (and subject further to the additional vesting requirements of Section 2(b) of the Agreement) are referred to as the "Performance-Adjusted RSUs." Fractional shares remaining after such adjustments will be rounded up to the nearest whole share. No fractional shares will be issued.


A. [Intentionally Omitted.]





B. Calculation of Performance Adjustment based on the ROCE Results
The following table outlines the percentage of the Performance RSUs that may become earned based on ROCE performance during the Performance Period.
ROCE
(100% weighting)
Result
Goal Achievement for Performance Period1
Performance Adjustment Percentage
Below ThresholdLess than [●]%0%
Threshold[●]%50%
Target[●]% - [●]%100%
Superior[●]% or more200%
The Performance Adjustment Percentage for ROCE for the Performance Period shall be calculated by straight-line interpolation for results achieved between Threshold and the low end of the Target range, or for results achieved between the high end of the Target range and Superior. No Performance RSUs will be earned for the ROCE component for the Performance Period if Goal Achievement is Below Threshold.

1 To the extent not otherwise included as an adjustment to ROCE (as defined), if
(a) the historic financial statements of the Company for period(s) ending prior to the Performance Period are retrospectively recast in connection with a change in accounting principle or method adopted during the Performance Period,
(b) the Company effects a material acquisition, disposition, merger, spin-off or other similar transaction, or enters/exits a joint venture, affecting the Company or any subsidiary or any portion thereof, during the Performance Period,
(c) the Company suffers or incurs items of gain, loss or expense determined to be unusual in nature, or charges for restructurings, discontinued operations, or any other unusual or infrequent items, or any other event materially outside the scope of those anticipated in the Company's operating plans,
(d) there are changes in tax law or other such laws or provisions affecting reported results,
(e) the Company establishes accruals or reserves, or impairs assets, for reorganization or restructuring programs, and/or
(f) the Company incurs or is adversely affected by any other eventuality contemplated by the last sentence of Section 13(b) of the 2018 Plan,
then in each such case where the amount is significant to the Company, the Committee shall, as determined appropriate in its sole discretion, adjust the performance goals or level of assessed performance, as described in this Appendix A to ensure that the Participant is not unfairly advantaged or disadvantaged by any of the events described in items (a)-(f).



C. Calculation of Relative TSR Modifier
The sum of the Performance RSUs earned for the Adjusted EPS component and the Performance RSUs earned for the ROCE component will be subject to further adjustment by multiplying such aggregate Performance RSUs earned by the "Modifier Percentage" determined based on Celanese's Relative TSR percentile ranking during the Performance Period in accordance with the following table.
Relative TSR Modifier
Relative TSR Percentile AchievedModifier Percentage
< 25%
80%
25% to 75%100%
> 75%
120%

D. Adjustments In Case of Certain Dispositions and Acquisitions
In the event of a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, if such transaction is determined by the Committee to constitute a "change in ownership or control" within the meaning of Section 280G of the Code (and regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement) (e.g., a sale or other disposition of assets of the Company that have a gross fair market value equal to or more than one-third of the total gross fair market value of all assets of the Company immediately before such transaction), the Committee may, in addition to or in lieu of any permitted adjustments to the performance goals or performance provided above, in its discretion take any action as determined to be equitable to reflect the closing of the transaction, including, but not limited to: (i) adjust the performance vesting conditions in any manner, including substituting new or additional performance goals, over the remaining Performance Period, (ii) cease the measurement of performance as of the closing of the transaction and adjust the Award to a time-vesting Award over the remainder of the Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine), or (iii) accelerate the vesting of all or any portion of the Award.
In the event of an acquisition by the Company of one or more subsidiaries in a stock, asset, merger or other similar transaction or combination thereof (regardless of whether such transaction also constitutes a "Change in Control" as defined in this Agreement), the Committee may, in addition to or in lieu of any permitted or required adjustments to the performance goals or performance provided above, in its discretion take any action as determined to be equitable to reflect the closing of the transaction, including, but not limited to: (i) adjust the performance vesting conditions in any manner, including substituting new or additional performance goals, over the remaining Performance Period or (ii) cease the measurement of performance as of the closing of the transaction and adjust the Award to a time-vesting Award over the remainder of the Performance Period (at target, based on actual or projected performance at the time of the transaction, or on any other basis as the Committee may determine).

Exhibit 10.4
[Form of 2026 Time-Based RSU Agreement]






celaneselogo2a.jpg









CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award)


2026 RSU Award

[Number of Shares Granted] Units



This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.





CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Time-Based Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company") (the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Time-Based RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] time-based Restricted Stock Units ("RSUs") representing the right to receive an equal number of Common Shares upon vesting. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2.Time-Based Vesting: Subject to Section 3 and Section 6 of this Agreement, <<Vest1>> RSUs shall vest on <<Vest1Date>>; <<Vest2>> RSUs shall vest on <<Vest2Date>>; <<Vest3>> RSUs shall vest on <<Vest3Date>>, for a total of [Number of Shares Granted] RSUs. Each such date shall be referred to as a "Vesting Date". Each period between the Grant Date and a Vesting Date shall be referred to as a "Vesting Period".
3.Effects of Certain Events Prior to Vesting:
(a)Upon the termination of the Participant's employment by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's employment by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), the prorated RSUs will be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).

The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment without Cause.

(b)Upon the termination of the Participant's employment by the Company due to the Participant's death or Disability (other than as provided in Section 3(c) or 3(d)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete



and partial calendar months from the Grant Date to the date of termination due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's employment due to the Participant's death or Disability and notwithstanding any provision of Section 4 to the contrary, the prorated RSUs will be settled as soon as administratively practicable (but in no event later than 2 ½ months) after the date of such termination of employment due to death or Disability by delivery of a number of Common Shares equal to the number of such prorated RSUs.
The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment due to the Participant's death or Disability.
(c)Upon the termination of the Participant's employment by the Company due to the Participant's Retirement but under circumstances not amounting to Cause and, unless the Participant serves in a Designated Role, as such term is defined by, and such roles are determined from time to time by, the Committee, subject to the Participant providing two (2) months' prior written notice of such Participant's Retirement, then the Participant will continue to vest in the RSUs in accordance with the above vesting schedule. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(c), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(d)Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then the entire unvested portion of the RSUs shall vest as of the date of such termination of employment and shall be settled as follows, subject to any applicable taxes under Section 7:
(i) a prorated number of the unvested RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s); and
(ii) unless the Company determines, in its sole discretion, that (A) the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award and (B) only the additional accelerated vesting provisions of Section 3(d)(i) shall apply, the remaining number of the unvested RSUs shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(e)Upon the termination of the Participant's employment for any other reason, the unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment.



A Participant's employment will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause at any time prior to a Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b), 3(c), 3(d) and 6(a)(1) are inapplicable.
4.Settlement of RSUs: Subject to Sections 3, 6 and 7 of this Agreement, Celanese shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable following the applicable Vesting Date (but in no event later than 2 ½ months after the applicable Vesting Date), in complete settlement of all RSUs vesting on such Vesting Date, a number of Common Shares equal to the number of RSUs vesting on such Vesting Date.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the RSUs have vested and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control with respect to any unvested RSUs granted pursuant to this Agreement that have not previously been forfeited:
(1)    If (i) the Award is assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (ii) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested portion of the Award (or, as applicable, the substitute award) shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the date of termination, subject to the provisions of Section 7, provided, however, that if the Participant could have terminated due to the Participant's Retirement, then the RSUs shall instead be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(2)    If the Award is not assumed or continued and a substitute award is not made pursuant to Section 6(a)(1) above, then upon the occurrence of a Change in Control, the unvested portion of the Award shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the Change in Control, subject to the provisions of Section 7; and
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of Celanese that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within thirty (30) days following such dissolution.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested RSUs unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign



counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or settlement of RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any vested RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1)    shall have delivered to the Company an executed copy of this Agreement;
(2)    shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;



(3)    shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4)    shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country ("International Supplement"), which terms are deemed incorporated herein. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment at any time for any reason. The grant of RSUs hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these RSUs nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.



13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:
(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of all claims to



punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the award amount set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of



fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Restricted Stock Units Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The RSUs and the Common Shares issued upon vesting of such RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the RSUs provided by this Agreement shall not modify the time or form of issuance of the RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six (6) months and one day after the date of such separation from service to the extent required by Code Section 409A. For purposes of Section 409A of the Code, references herein to the Participant's "termination of employment" shall refer to the Participant's "separation from service" with the Company within the meaning of Section 409A of the Code.
22.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the



Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(b)"Change in Control" means:
(i)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)    Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case



may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)    The implementation of a complete liquidation or dissolution of Celanese.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, Celanese will not be deemed to have undergone a Change in Control unless Celanese is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(c)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(d)"Operative Documents" means the 2018 Plan and this Agreement.
(e)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.
(f)    "Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.

[signature on following page]



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate.

CELANESE CORPORATION

By: Scott A. Richardson
Chief Executive Officer and President

Exhibit 10.5
[Form of 2026 Time-Based CEO RSU Agreement]






celaneselogoa.jpg









CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Time-Based Restricted Stock Units, subject to the restrictions described in this Agreement. In addition to the information included in this Award Agreement, the Participant's name and the number of Restricted Stock Units can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award)


2026 RSU Award

[Number of Shares Granted] Units



This grant is made pursuant to the Time-Based Restricted Stock Unit Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.





CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Time-Based Restricted Stock Unit Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date"), by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company") (the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Time-Based RSU Award: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of [Number of Shares Granted] time-based Restricted Stock Units ("RSUs") representing the right to receive an equal number of Common Shares upon vesting. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.
2.Time-Based Vesting: Subject to Section 3 and Section 6 of this Agreement, <<Vest1>> RSUs shall vest on <<Vest1Date>>; <<Vest2>> RSUs shall vest on <<Vest2Date>>; <<Vest3>> RSUs shall vest on <<Vest3Date>>, for a total of [Number of Shares Granted] RSUs. Each such date shall be referred to as a "Vesting Date". Each period between the Grant Date and a Vesting Date shall be referred to as a "Vesting Period".
3.Effects of Certain Events Prior to Vesting:
(a)Upon the termination of the Participant's service by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's service by the Company without Cause (other than as provided in Section 3(b), 3(c), 3(d) or 6(a)(1)), the prorated RSUs will be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).

The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service without Cause.

(b)Upon the termination of the Participant's service by the Company due to the Participant's death or Disability (other than as provided in Section 3(c) or 3(d)), a prorated portion of the RSUs that remain unvested will vest in an amount equal to (i) the unvested RSUs in each Vesting Period multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination due to the Participant's



death or Disability, and the denominator of which is the number of complete and partial calendar months in each applicable Vesting Period, such product to be rounded up to the nearest whole number. In any such case, such prorated number of unvested RSUs that vest in accordance with the preceding sentence will be subject to any applicable taxes under Section 7 upon such vesting, which may be rounded up in each case to avoid fractional shares. In the case of termination of the Participant's service due to the Participant's death or Disability and notwithstanding any provision of Section 4 to the contrary, the prorated RSUs will be settled as soon as administratively practicable (but in no event later than 2 ½ months) after the date of such termination of service due to death or Disability by delivery of a number of Common Shares equal to the number of such prorated RSUs.
The remaining unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment or service due to the Participant's death or Disability.
(c)Upon the termination of the Participant's service by the Company due to the Participant's Retirement but under circumstances not amounting to Cause, then the Participant will continue to vest in the RSUs in accordance with the above vesting schedule. To the extent permitted by applicable country, state or province law, as consideration for the vesting provisions upon Retirement contained in this Section 3(c), upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes a general release of claims, covenants relating to the provision of transition assistance and cooperation (including reasonable transition support to any successor CEO and cooperation in litigation related to the time period of Participant's service) and two-year noncompetition and non-solicitation covenants in a form acceptable to the Company.
(d)Notwithstanding any provision herein to the contrary, if the Participant's employment with the Company is terminated by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause, and regardless of whether the Participant is then eligible for Retirement or is offered employment with the acquiror or successor, then the entire unvested portion of the RSUs shall vest as of the date of such termination of employment and shall be settled as follows, subject to any applicable taxes under Section 7:
(i) a prorated number of the unvested RSUs determined in accordance with the provisions of Section 3(a) had those provisions applied shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s); and
(ii) unless the Company determines, in its sole discretion, that (A) the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award and (B) only the additional accelerated vesting provisions of Section 3(d)(i) shall apply, the remaining number of the unvested RSUs shall be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(e)Upon the termination of the Participant's service for any other reason, the unvested portion of the Award shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service.
A Participant's service will be considered to have been terminated for Cause, and the Award forfeited and cancelled without consideration, if the Company determines, in its sole discretion,



that the Participant engaged in an act constituting Cause at any time prior to a Vesting Date, regardless of whether the Participant's termination initially was considered to have been without Cause. In such case, the provisions of Section 3(a), 3(b), 3(c), 3(d) and 6(a)(1) are inapplicable.
4.Settlement of RSUs: Subject to Sections 3, 6 and 7 of this Agreement, Celanese shall deliver to the Participant (or to a Company-designated brokerage firm or plan administrator) as soon as administratively practicable following the applicable Vesting Date (but in no event later than 2 ½ months after the applicable Vesting Date), in complete settlement of all RSUs vesting on such Vesting Date, a number of Common Shares equal to the number of RSUs vesting on such Vesting Date.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the RSUs have vested and Common Shares have been delivered pursuant to this Agreement
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control with respect to any unvested RSUs granted pursuant to this Agreement that have not previously been forfeited:
(1)    If (i) the Award is assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (ii) the Participant's service is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested portion of the Award (or, as applicable, the substitute award) shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the date of termination, subject to the provisions of Section 7, provided, however, that if the Participant could have terminated due to the Participant's Retirement, then the RSUs shall instead be settled in accordance with the provisions of Section 4 following the applicable Vesting Date(s).
(2)    If the Award is not assumed or continued and a substitute award is not made pursuant to Section 6(a)(1) above, then upon the occurrence of a Change in Control, the unvested portion of the Award shall immediately vest and a number of Common Shares equal to the number of unvested RSUs shall be delivered to the Participant within thirty (30) days following the Change in Control, subject to the provisions of Section 7; and
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of Celanese that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any RSUs granted pursuant to this Agreement that have not previously been forfeited shall immediately become Common Shares and shall be delivered to the Participant within thirty (30) days following such dissolution.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of any vested RSUs unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Unless otherwise permitted by the Committee, withholding shall be effectuated by withholding Common Shares in connection with the vesting and/or



settlement of RSUs. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any vested RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award. Any vested RSUs shall be reflected in the Company's records as issued on the respective dates of issuance set forth in this Agreement, irrespective of whether delivery of such Common Shares is pending the Participant's satisfaction of his or her withholding tax obligations.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the vesting or settlement of the RSUs, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the vesting or settlement of the RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(1)    shall have delivered to the Company an executed copy of this Agreement;
(2)    shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;



(3)    shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023 (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(4)    shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of service, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested RSUs under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued under this Award.
(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country ("International Supplement"), which terms are deemed incorporated herein. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's service at any time for any reason. The grant of RSUs hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these RSUs nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.



13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:
(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the Arbitrator. Consistent with the waiver of all claims to



punitive or exemplary damages, the Arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value of the award amount set forth on the first page of this Agreement as of the vesting date, reduced by the value of any shares or payments previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of



fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the Parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Restricted Stock Units Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The RSUs and the Common Shares issued upon vesting of such RSUs are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within ninety (90) days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Compliance with Section 409A of the Internal Revenue Code: Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted and applied so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code. The Company reserves the right to change the terms of this Agreement and the 2018 Plan without the Participant's consent to the extent necessary or desirable to comply with the requirements of Code Section 409A. Further, in accordance with the restrictions provided by Treasury Regulation Section 1.409A-3(j)(2), any subsequent amendments to this Agreement or any other agreement, or the entering into or termination of any other agreement, affecting the RSUs provided by this Agreement shall not modify the time or form of issuance of the RSUs set forth in this Agreement. In addition, if the Participant is a "specified employee" within the meaning of Code Section 409A, as determined by the Company, any payment made in connection with the Participant's separation from service shall not be made earlier than six (6) months and one day after the date of such separation from service to the extent required by Code Section 409A. For purposes of Section 409A of the Code, references herein to the Participant's "termination of employment" shall refer to the Participant's "separation from service" with the Company within the meaning of Section 409A of the Code.
22.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
(a)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the



Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(b)"Change in Control" means:
(i)    Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)    Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)    Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case



may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)    The implementation of a complete liquidation or dissolution of Celanese.
Notwithstanding the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and the Change in Control is a "payment event" under Section 409A for such Award, Celanese will not be deemed to have undergone a Change in Control unless Celanese is deemed to have undergone a "change in control event" pursuant to the definition of such term in Section 409A.
(c)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion, provided that in all events a "Disability" under this Agreement shall constitute a "disability" within the meaning of Treasury Regulation Section 1.409A-3(i)(4).
(d)"Operative Documents" means the 2018 Plan and this Agreement.
(e)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.
(f)    "Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's service for Cause.
(g)    "service" shall mean continued service as the Executive Chairman of the Board of Directors (but not service as another non-employee director that is not Executive Chairman), employee, contractor or consultant.

[signature on following page]



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement in duplicate.

CELANESE CORPORATION

By: Belinda Hyde
Senior Vice President and Chief Human Resources Officer

Exhibit 10.6
[Form of 2026 Time-Based Stock Option Award]





celogo3a.jpg








CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Agreement. In addition to the information included in this Agreement, the Participant's name and the number of Options can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).


Stock Option Award

[Number of Common Shares Subject to Options] Shares



This grant is made pursuant to the Nonqualified Stock Option Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.


CELANESE CORPORATION

AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
This Nonqualified Stock Option Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date") by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Grant of Options: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of Nonqualified Stock Options (the "Options") to purchase all or any part of the number of Common Shares that are covered by such Options at the Exercise Price per share, in each case as specified below. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.

Number of Common Shares Subject to Options:


[Number of Shares]



Exercise Price Per Share (the "Exercise Price"):


[Exercise Price]



Expiration Date:


[Expiration Date (Put 1 day before 10-year anniversary from Grant Date)]


Vesting Schedule:


Subject to Sections 4 and 6 of this Agreement, [33% of the Number of Shares] Options shall vest on [Vest Date 1], [33% of the Number of Shares] Options shall vest on [Vest Date 2] and [34% of the Number of Shares] Options shall vest on [Vest Date 3] (each date on which a portion of the Options vest and become exercisable, a "Vesting Date", and each period between the Grant Date and a Vesting Date, a "Vesting Period").

2.Non-Qualified Stock Option: The Options are not intended to qualify as Incentive Stock Options and this Agreement will be interpreted accordingly.
3.Exercise of Options:
a.The Options shall not be exercisable as of the Grant Date. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in this Agreement or in the 2018 Plan, the Options shall be exercisable to the extent the Options become vested, as described in this Agreement, to purchase up to that number of Common Shares as set forth in Section 1 above, subject to the Participant's continued employment with the Company (except as set forth in Section 4 or 6 below). The Vesting Period and/or exercisability of the Options may be adjusted by the Committee to reflect the decreased level of employment



during any period in which the Participant is on an approved leave of absence or is employed on a less than full-time basis.
b.To exercise the Options (or any part thereof), the Participant shall notify the Company and its designated stock plan administrator or agent, as specified by the Company, and indicate the number of whole Common Shares the Participant wishes to purchase pursuant to such Options.
c.The Exercise Price of the Options is set forth in Section 1. The Company shall not be obligated to issue any Common Shares until the Participant shall have paid the total Exercise Price for that number of Common Shares. The Exercise Price may be paid in any of the following forms or in a combination thereof: (i) cash or its equivalent, (ii) withholding of Common Shares to be issued as a result of such exercise, or (iii) any other method approved by the Committee.
d.Common Shares will be issued as soon as practical following exercise of the Options. Notwithstanding the above, the Company shall not be obligated to deliver any Common Shares during any period in which the Company determines that the exercisability of the Options or the delivery of Common Shares pursuant to this Agreement would violate any federal, state or other applicable laws.
4.Effects of Certain Events:
a.Upon the termination of the Participant's employment by the Company without Cause (other than as provided in Sections 4(b), 4(c) or 6(a)(i)), a prorated portion of the unvested Options will vest, with such prorated amount equal to (i) the unvested Options in each Vesting Period, multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause, and the denominator of which is the number of complete and partial calendar months in the applicable Vesting Period, such product to be rounded up to the nearest whole number (the "Section 4(a) Pro-Rated Options"). The remaining unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment without Cause. In the event of the Participant's termination without Cause, the Participant may exercise the vested portion of the Options until the earlier of (A) the 12-month anniversary of the date of such termination of employment or (B) the Expiration Date.
b.Upon the termination of the Participant's employment by the Company due to the Participant's death or Disability (other than as provided in Section 4(c)), a prorated portion of the unvested Options will vest, with such prorated amount equal to (i) the unvested Options in each Vesting Period, multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in the applicable Vesting Period, such product to be rounded up to the nearest whole number (the "Section 4(b) Pro-Rated Options"). The remaining unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment due to the Participant's death or Disability. In the event of the Participant's death or Disability, the Participant (or the Participant's estate, beneficiary or legal representative) may exercise the vested portion of the Options until the earlier of (A) the five-year anniversary of the date of such termination of employment or (B) the Expiration Date.
c.Except as otherwise provided in this Section 4(c), upon the termination of the Participant's employment (i) due to the Participant's Retirement but under circumstances not



amounting to Cause and, unless the Participant serves in a Designated Role, as such term is defined by, and such roles are determined from time to time by, the Committee, subject to the Participant providing two (2) months' prior written notice of such Participant's Retirement or (ii) by the Company in connection with a Qualifying Disposition, as determined by the Company in its sole discretion, other than for Cause (and regardless of whether the Participant is offered employment with the acquiror or successor), any unvested Options will remain outstanding and vest and become exercisable on the same Vesting Dates that would have otherwise applied had the Participant remained in continuous employment with the Company through the last Vesting Date applicable to this Award. The Participant (or the Participant's estate, beneficiary or legal representative) may exercise any vested Options held by the Participant as of the date of termination or that otherwise vest pursuant to this Section 4(c) until (i) in the case of the Participant's Retirement under circumstances not amounting to Cause, the earlier of (A) the seven-year anniversary of the date of such termination of employment or (B) the Expiration Date, or, (ii) in the case of a termination by the Company in connection with a Qualifying Disposition, the Expiration Date. To the extent permitted by applicable country, state or province law, as consideration for the continued vesting provisions upon Retirement contained in this paragraph, upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes two-year noncompetition and non-solicitation covenants in a form acceptable to the Company. In the event of a termination of the Participant's employment by the Company in connection with a Qualifying Disposition as described in this Section, if the Company determines that the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award, the Company, in its sole discretion, may determine not to provide for the continued vesting under this Section 4(c).
d.Upon the termination of a Participant's employment with the Company for any reason other than as set forth in Section 4(a), 4(b), 4(c), 4(e) or 6(a)(i), (i) the unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment, and (ii) the Participant may exercise the vested Options until the earlier of (A) 30 days following the date of such termination of employment and (B) the Expiration Date.
e.Notwithstanding anything in this Section 4 to the contrary, upon the termination of a Participant's employment with the Company for Cause, the Options (whether vested and unvested) shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of employment. If at any time on or before a Vesting Date the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause, the Participant's employment shall be considered to have been terminated for Cause, and his or her Award shall be forfeited and cancelled without consideration pursuant to this Section 4(e), regardless of whether the Participant's termination initially was considered to have been without Cause. In each such case, the provisions of Sections 4(a), 4(b), 4(c), 4(d) and 6(a)(i) are inapplicable.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the Options have been exercised and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:



a.Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control, with respect to any unvested Options granted pursuant to this Agreement that have not previously been forfeited:
(i)If (A) the Options are assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (B) the Participant's employment is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested Options (or, as applicable, the substitute award) shall immediately vest and become exercisable, and shall remain exercisable for such period (not less than 12 months, or through the Expiration Date if earlier) as specified by the Committee and communicated to the Participant.
(ii)If the Options are not assumed or continued and a substitute award is not made pursuant to Section 6(a)(i) above, then immediately prior to the occurrence of such Change in Control, the unvested Options shall immediately vest and become exercisable, and shall remain exercisable for such period as specified by the Committee and communicated to the Participant.
b.Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any unvested Options granted pursuant to this Agreement shall immediately vest and be automatically exercised, as specified by the Committee and communicated to the Participant.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of the exercise of Options unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Such obligations may be paid in any of the following forms or in a combination thereof: (i) cash or its equivalent, (ii) withholding of Common Shares to be issued as a result of the exercise of the Option, or (iii) any other method approved by the Committee. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any exercised Options from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the exercise of the Options, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the exercise of the Options, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system



upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.
9.Non-Transferability of Award: The Options may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
a.The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(i)shall have delivered to the Company an executed copy of this Agreement;
(ii)shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(iii)shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023, as the same may be amended (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(iv)shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
b.The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back



Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested Options under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued upon exercise of the Option granted under this Award.
c.If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country, which terms are deemed incorporated herein. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment at any time for any reason. The grant of Options hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these Options nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:
a.Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.



b.Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:
The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant’s intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
c.MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the arbitrator. Consistent with the waiver of all claims to punitive or exemplary damages, the arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
d.NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
e.CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury



decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
f.WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES THE RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
g.WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
h.LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value, less the applicable Exercise Price, of the Common Shares subject to the Award, as set forth in Section 1, as of the applicable Vesting Date, reduced by the value of any Common Shares previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
i.LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Options Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The Options and the Common Shares issued upon exercise of such Options are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within 90 days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.



21.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:
a."Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
b."Change in Control" means:
(i)Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the



Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)The implementation of a complete liquidation or dissolution of Celanese.
c."Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion.
d."Operative Documents" means the 2018 Plan and this Agreement.
e."Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.
f."Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.



IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.

CELANESE CORPORATION
By:
Scott A. Richardson
Chief Executive Officer and President

Exhibit 10.7
[Form of 2026 Time-Based CEO Stock Option Award]





celogo1a.jpg








CELANESE CORPORATION
AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
DATED [Grant Date]



Pursuant to the terms and conditions of the Celanese Corporation Amended and Restated 2018 Global Incentive Plan, you have been awarded Nonqualified Stock Options, subject to the restrictions described in this Agreement. In addition to the information included in this Agreement, the Participant's name and the number of Options can be found in the Grant Summary located in the electronic stock plan award administration system maintained by the Company or its designee that contains a link to this Agreement (which summary information is set forth in the appropriate records of the Company authorizing such award).


Stock Option Award

[Number of Common Shares Subject to Options] Shares



This grant is made pursuant to the Nonqualified Stock Option Award Agreement dated as of [Grant Date], between Celanese and [Participant Name], which Agreement is attached hereto and made a part hereof.


CELANESE CORPORATION

AMENDED AND RESTATED 2018 GLOBAL INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT
This Nonqualified Stock Option Award Agreement (the "Agreement") is made and entered into as of [Grant Date] (the "Grant Date") by and between Celanese Corporation, a Delaware corporation ("Celanese" and together with the participating subsidiaries that are employers of the Participants, the "Company"), and [Participant Name] (the "Participant"). Capitalized terms used, but not otherwise defined herein shall have the meanings ascribed to such terms in the Celanese Corporation Amended and Restated 2018 Global Incentive Plan (as amended from time to time, the "2018 Plan").
1.Grant of Options: In order to encourage the Participant's contribution to the successful performance of the Company, the Company hereby grants to the Participant as of the Grant Date, pursuant to the terms of the 2018 Plan and this Agreement, an award (the "Award") of Nonqualified Stock Options (the "Options") to purchase all or any part of the number of Common Shares that are covered by such Options at the Exercise Price per share, in each case as specified below. The Participant hereby acknowledges and accepts such Award upon the terms and subject to the conditions, restrictions and limitations contained in this Agreement and the 2018 Plan.

Number of Common Shares Subject to Options:


[Number of Shares]



Exercise Price Per Share (the "Exercise Price"):


[Exercise Price]



Expiration Date:


[Expiration Date (Put 1 day before 10-year anniversary from Grant Date)]


Vesting Schedule:


Subject to Sections 4 and 6 of this Agreement, [33% of the Number of Shares] Options shall vest on [Vest Date 1], [33% of the Number of Shares] Options shall vest on [Vest Date 2] and [34% of the Number of Shares] Options shall vest on [Vest Date 3] (each date on which a portion of the Options vest and become exercisable, a "Vesting Date", and each period between the Grant Date and a Vesting Date, a "Vesting Period").

2.Non-Qualified Stock Option: The Options are not intended to qualify as Incentive Stock Options and this Agreement will be interpreted accordingly.
3.Exercise of Options:
(a)The Options shall not be exercisable as of the Grant Date. After the Grant Date, to the extent not previously exercised, and subject to termination or acceleration as provided in this Agreement or in the 2018 Plan, the Options shall be exercisable to the extent the Options become vested, as described in this Agreement, to purchase up to that number of Common Shares as set forth in Section 1 above, subject to the Participant's continued service with the Company (except as set forth in Section 4 or 6 below). The Vesting Period and/or exercisability of the Options may be adjusted by the Committee to reflect the decreased level of service during any



period in which the Participant is on an approved leave of absence or is employed on a less than full-time basis.
(b)To exercise the Options (or any part thereof), the Participant shall notify the Company and its designated stock plan administrator or agent, as specified by the Company, and indicate the number of whole Common Shares the Participant wishes to purchase pursuant to such Options.
(c)The Exercise Price of the Options is set forth in Section 1. The Company shall not be obligated to issue any Common Shares until the Participant shall have paid the total Exercise Price for that number of Common Shares. The Exercise Price may be paid in any of the following forms or in a combination thereof: (i) cash or its equivalent, (ii) withholding of Common Shares to be issued as a result of such exercise, or (iii) any other method approved by the Committee.
(d)Common Shares will be issued as soon as practical following exercise of the Options. Notwithstanding the above, the Company shall not be obligated to deliver any Common Shares during any period in which the Company determines that the exercisability of the Options or the delivery of Common Shares pursuant to this Agreement would violate any federal, state or other applicable laws.
4.Effects of Certain Events:
(a)Upon the termination of the Participant's service by the Company without Cause (other than as provided in Section 4(b), 4(c) or 6(a)(i)), a prorated portion of the unvested Options will vest, with such prorated amount equal to (i) the unvested Options in each Vesting Period, multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination without Cause, and the denominator of which is the number of complete and partial calendar months in the applicable Vesting Period, such product to be rounded up to the nearest whole number (the "Section 4(a) Pro-Rated Options"). The remaining unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service without Cause. In the event of the Participant's termination without Cause, the Participant may exercise the vested portion of the Options until the earlier of (A) the 12-month anniversary of the date of such termination of service or (B) the Expiration Date.
(b)Upon the termination of the Participant's service by the Company due to the Participant's death or Disability (other than as provided in Section 4(c)), a prorated portion of the unvested Options will vest, with such prorated amount equal to (i) the unvested Options in each Vesting Period, multiplied by (ii) a fraction, the numerator of which is the number of complete and partial calendar months from the Grant Date to the date of termination due to the Participant's death or Disability, and the denominator of which is the number of complete and partial calendar months in the applicable Vesting Period, such product to be rounded up to the nearest whole number (the "Section 4(b) Pro-Rated Options"). The remaining unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service due to the Participant's death or Disability. In the event of the Participant's death or Disability, the Participant (or the Participant's estate, beneficiary or legal representative) may exercise the vested portion of the Options until the earlier of (A) the five-year anniversary of the date of such termination of service or (B) the Expiration Date.
(c)Except as otherwise provided in this Section 4(c), upon the termination of the Participant's service (i) due to the Participant's Retirement but under circumstances not amounting to Cause or (ii) by the Company in connection with a Qualifying Disposition, as determined by



the Company in its sole discretion, other than for Cause (and regardless of whether the Participant is offered employment with the acquiror or successor), any unvested Options will remain outstanding and vest and become exercisable on the same Vesting Dates that would have otherwise applied had the Participant remained in continuous service with the Company through the last Vesting Date applicable to this Award. The Participant (or the Participant's estate, beneficiary or legal representative) may exercise any vested Options held by the Participant as of the date of termination or that otherwise vest pursuant to this Section 4(c) until (i) in the case of the Participant's Retirement under circumstances not amounting to Cause, the earlier of (A) the seven-year anniversary of the date of such termination of employment or (B) the Expiration Date, or, (ii) in the case of a termination by the Company in connection with a Qualifying Disposition, the Expiration Date. To the extent permitted by applicable country, state or province law, as consideration for the continued vesting provisions upon Retirement contained in this paragraph, upon Retirement, the Participant shall enter into a departure and general release of claims agreement with the Company that includes a general release of claims, covenants relating to the provision of transition assistance and cooperation (including reasonable transition support to any successor CEO and cooperation in litigation related to the time period of Participant's service) and two-year noncompetition and non-solicitation covenants in a form acceptable to the Company. In the event of a termination of the Participant's service by the Company in connection with a Qualifying Disposition as described in this Section, if the Company determines that the Participant has been offered employment with the acquiror or successor and in connection with that employment will receive a substitute award from the acquiror or successor with an equivalent (or greater) economic value and no less favorable vesting conditions as this Award, the Company, in its sole discretion, may determine not to provide for the continued vesting under this Section 4(c).
(d)Upon the termination of a Participant's service with the Company for any reason other than as set forth in Section 4(a), 4(b), 4(c), 4(e) or 6(a)(i), (i) the unvested Options shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service, and (ii) the Participant may exercise the vested Options until the earlier of (A) 30 days following the date of such termination of service and (B) the Expiration Date.
(e)Notwithstanding anything in this Section 4 to the contrary, upon the termination of a Participant's service with the Company for Cause, the Options (whether vested and unvested) shall be immediately forfeited and cancelled without consideration as of the date of the Participant's termination of service. If at any time on or before a Vesting Date the Company determines, in its sole discretion, that the Participant engaged in an act constituting Cause, the Participant's service shall be considered to have been terminated for Cause, and his or her Award shall be forfeited and cancelled without consideration pursuant to this Section 4(e), regardless of whether the Participant's termination initially was considered to have been without Cause. In each such case, the provisions of Sections 4(a), 4(b), 4(c), 4(d) and 6(a)(i) are inapplicable.
5.Rights as a Stockholder: The Participant shall have no voting, dividend or other rights as a stockholder with respect to the Award until the Options have been exercised and Common Shares have been delivered pursuant to this Agreement.
6.Change in Control; Dissolution:
(a)Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of a Change in Control, with respect to any unvested Options granted pursuant to this Agreement that have not previously been forfeited:



(i)If (A) the Options are assumed or continued or if a substitute award with an equivalent (or greater) economic value and no less favorable vesting conditions is granted to the Participant in connection with the occurrence of a Change in Control, and (B) the Participant's service is terminated by the Company (or its successor) without Cause within two years following the Change in Control, then the unvested Options (or, as applicable, the substitute award) shall immediately vest and become exercisable, and shall remain exercisable for such period (not less than 12 months, or through the Expiration Date if earlier) as specified by the Committee and communicated to the Participant.
(ii)If the Options are not assumed or continued and a substitute award is not made pursuant to Section 6(a)(i) above, then immediately prior to the occurrence of such Change in Control, the unvested Options shall immediately vest and become exercisable, and shall remain exercisable for such period as specified by the Committee and communicated to the Participant.
(b)Notwithstanding any other provision of this Agreement to the contrary, in the event of a corporate dissolution of the Company that is taxed under Section 331 of the Internal Revenue Code of 1986, as amended, then in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), this Agreement shall terminate and any unvested Options granted pursuant to this Agreement shall immediately vest and be automatically exercised, as specified by the Committee and communicated to the Participant.
7.Income and Other Taxes: The Company shall not deliver Common Shares in respect of the exercise of Options unless and until the Participant has made arrangements satisfactory to the Company to satisfy applicable withholding tax obligations for US federal, state, and local income taxes (or the foreign counterpart thereof) and applicable employment taxes. Such obligations may be paid in any of the following forms or in a combination thereof: (i) cash or its equivalent, (ii) withholding of Common Shares to be issued as a result of the exercise of the Option, or (iii) any other method approved by the Committee. Withholding shall be effected using a rate or method chosen by the Company consistent with ASC Topic 718 (or any successor applicable equity accounting standard applicable to this Award) and the U.S. Internal Revenue Service withholding regulations or other applicable tax requirements, not to exceed maximum statutory rates. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of Common Shares issued in respect of any exercised Options from any amounts payable by it to the Participant (including, without limitation, future cash wages). The Participant acknowledges and agrees that amounts withheld by the Company for taxes may be less than amounts actually owed for taxes by the Participant in respect of the Award.
8.Securities Laws: The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Shares issued as a result of the exercise of the Options, including without limitation (a) restrictions under an insider trading policy, and (b) restrictions as to the use of a specified brokerage firm for such resales or other transfers. Upon the acquisition of any Common Shares pursuant to the exercise of the Options, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement and the 2018 Plan. All accounts in which such Common Shares are held or any certificates for Common Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or quotation system upon which the Common Shares are then listed or quoted, and any applicable federal or state securities law, and the Company may cause a legend or legends to be put on any such certificates (or other appropriate restrictions and/or notations to be associated with any accounts in which such Common Shares are held) to make appropriate reference to such restrictions.



9.Non-Transferability of Award: The Options may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the Participant may designate a beneficiary, on a form provided by the Company, to receive any portion of the Award payable hereunder following the Participant's death.
10.Other Agreements: Subject to Sections 10(a) and 10(b) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.
(a)The Participant acknowledges that as a condition to the receipt of the Award, the Participant:
(i)shall have delivered to the Company an executed copy of this Agreement;
(ii)shall be subject to the Company's stock ownership guidelines, to the extent applicable to the Participant;
(iii)shall be subject to policies and agreements adopted by the Company from time to time, and applicable laws and regulations, requiring the repayment by the Participant of incentive compensation under certain circumstances, including that certain (i) Celanese Corporation Incentive-Based Compensation Recoupment (Clawback) Policy (Financial Restatements) (as applicable) adopted by the Committee on October 18, 2023 and (ii) Celanese Corporation Amended and Restated Incentive Compensation Recoupment Policy (Detrimental Conduct; Violations of Restrictive Covenants) adopted by the Committee on October 18, 2023, as the same may be amended (collectively, "Clawback Policies"), without any further act or deed or consent of the Participant; and
(iv)shall have delivered to the Company an executed copy of the current form of Long-Term Incentive Claw-Back Agreement. For purposes hereof, "Long-Term Incentive Claw-Back Agreement" means an agreement between the Company and the Participant associated with the grant of long-term incentives of the Company, which contains terms, conditions, restrictions and provisions regarding one or more of (i) noncompetition by the Participant with the Company, and its customers and clients; (ii) non-solicitation and non-hiring by the Participant of the Company's employees, former employees or consultants; (iii) maintenance of confidentiality of the Company's and/or clients' information, including intellectual property; (iv) nondisparagement of the Company; and (v) such other matters deemed necessary, desirable or appropriate by the Company for such an agreement in view of the rights and benefits conveyed in connection with an award.
(b)The Participant acknowledges that if the Participant violates any of the terms or provisions of the Clawback Policies or the Long-Term Incentive Claw-Back Agreement, whether before or after termination of employment, then the Company will, to the fullest extent permitted by applicable law, (i) terminate the Participant's rights in any unvested Options under this Award, and (ii) claw back (i.e., recover) all Common Shares previously issued upon exercise of the Option granted under this Award.



(c)If the Participant is a non-resident of the U.S., there may be an addendum containing special terms and conditions applicable to awards in the Participant's country, which terms are deemed incorporated herein. The issuance of the Award to any such Participant is contingent upon the Participant executing and returning any such addendum in the manner directed by the Company, if required.
11.Not a Contract for Employment; No Acquired Rights; Agreement Changes: Nothing in the 2018 Plan, this Agreement or any other instrument executed in connection with the Award shall confer upon the Participant any right to continue in the Company's employ or service nor limit in any way the Company's right to terminate the Participant's employment or service at any time for any reason. The grant of Options hereunder, and any future grant of awards to the Participant under the 2018 Plan, is entirely voluntary and at the complete and sole discretion of the Company. Neither the grant of these Options nor any future grant of awards by the Company shall be deemed to create any obligation to grant any further awards, whether or not such a reservation is expressly stated at the time of such grants. The Company has the right, at any time and for any reason, to amend, suspend or terminate the 2018 Plan; provided, however, that no such amendment, suspension, or termination shall adversely affect the Participant's rights hereunder.
12.Severability: In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
13.Further Assurances: Each party shall cooperate and take such action as may be reasonably requested by either party hereto in order to carry out the provisions and purposes of this Agreement.
14.Binding Effect: The Award and this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
15.Electronic Delivery: By executing this Agreement, the Participant hereby consents to the delivery of any and all information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws), in whole or in part, regarding Celanese and its subsidiaries, the 2018 Plan, and the Award via electronic mail, the Company's or a plan administrator's web site, or other means of electronic delivery.
16.Personal Data: By accepting the Award under this Agreement, the Participant hereby consents to the Company's use, dissemination and disclosure of any information pertaining to the Participant that the Company determines to be necessary or desirable for the implementation, administration and management of the 2018 Plan.
17.Miscellaneous:
(a)Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be governed by, construed under and interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
(b)Notice. The Participant is reminded to read the following carefully and after consulting with counsel of their choice:



The Participant agrees that the following provisions requiring arbitration, prohibiting recovery of attorneys' fees, waiving class actions and mass actions, waiving the right to a jury trial, waiving any right to seek punitive damages, limiting actual damages, and limiting remedies by waiving any right to injunctive or other equitable or legal relief are and were an important part of the Company's decision to adopt the Operative Documents and for Participant to be offered this Agreement. The Participant understands and agrees that absent the foregoing provisions, the Operative Documents would not have been offered or entered into or would have materially changed. The Participant acknowledges the benefits of receiving potential incentive awards. In reliance on the Participant's intent to abide by and enter into the following provisions, the parties have entered into the Operative Documents.
(c)MANDATORY ARBITRATION. All disputes arising out of or related in any manner to the Operative Documents shall be resolved exclusively by arbitration to be conducted only in the county and state of Dallas, Texas in accordance with the rules of the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration ("CPR") applying the laws of Delaware and by a sole arbitrator. Within 45 days of the service of any demand for arbitration, the parties shall attempt to mutually agree on the appointment of an arbitrator and may seek names of potential arbitrators from CPR for their consideration. Failing agreement on selection of an agreed arbitrator, upon written request of either party, CPR shall appoint a single arbitrator in accordance with its rules, with the parties expressing a contractual preference for the selection of a retired judge with at least 10 years of judicial experience. Discovery shall be as provided by the CPR rules. The arbitration award shall be in writing and shall include a reasoned opinion by the arbitrator. Consistent with the waiver of all claims to punitive or exemplary damages, the arbitrator shall have no authority to award such damages. The parties understand that their right to appeal or to seek modification of any ruling or award of the arbitrator is severely limited, if any. Awards issued by the arbitrator shall be final and binding, and judgment may be entered on it in any court of competent jurisdiction. All parties shall keep confidential the fact of the arbitration, the dispute being arbitrated, and the decision of the arbitrator. Any and all disputes regarding this arbitration provision and its enforceability shall be exclusively submitted to the United States District Court for the District of Delaware, if it has jurisdiction, and failing that, to the Delaware state court in Wilmington, Delaware.
(d)NO RECOVERY OF ATTORNEYS' FEES AND COSTS. Each party agrees that in any litigation or proceeding between the parties arising out of, connected with, related to, or incidental to the relationship between them in connection with the Operative Documents, each party shall bear all of its own attorneys' fees and costs regardless of which party prevails, except when prohibited by applicable law.
(e)CLASS ACTION AND MASS ACTION WAIVER. As part of this provision of arbitration as the contracted method of all dispute resolution under this Agreement, any claim, whether brought in a court of law or in arbitration, must be brought in the Participant's individual capacity, and not as a representative of any purported class or as a "mass action" (involving multiple plaintiffs) ("Class/Mass Action"). The parties expressly waive any ability to maintain any Class/Mass Action in any forum. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class/Mass Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class/Mass Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Participant understands that but for this Agreement, he or she would have had a right to litigate through a court, to have a judge or jury decide the case and to be party to a Class/Mass Action. However, in exchange for the potential incentive awards provided herein and the receipt of the benefit of arbitration, the Participant



understands and chooses to have only his or her individual claims decided, each in a separate case, by an arbitrator.
(f)WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXPRESSLY BECAUSE OF THE COMPLEXITY OF THE MATTERS IN THE OPERATIVE DOCUMENTS, EACH PARTY WAIVES THE RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR RELATING TO THE OPERATIVE DOCUMENTS.
(g)WAIVER OF PUNITIVE AND EXEMPLARY DAMAGE CLAIMS. The Participant waives, to the fullest extent allowed by law, any claims or rights to recover punitive, exemplary or similar damages.
(h)LIMIT ON ACTUAL DAMAGES. In no event may the actual damages awarded to the Participant in a dispute arising out of or relating to the Operative Documents exceed the Fair Market Value, less the applicable Exercise Price, of the Common Shares subject to the Award, as set forth in Section 1, as of the applicable Vesting Date, reduced by the value of any Common Shares previously received under this Agreement (the "Damages Limit"). The Participant knowingly, voluntarily and irrevocably waives and releases any claim to damages in excess of this Damages Limit.
(i)LIMITATION OF REMEDIES. Except when prohibited by applicable law, the procedures and remedies set forth in this Agreement shall constitute the sole remedies available to the Participant. In no event shall the Participant seek equitable relief, injunctive relief, or otherwise bring claims directly or derivatively for ultra vires, corporate waste, breach of fiduciary duty, or any other claim or cause of action, whether legal or equitable, sounding in contract or tort. Nothing in this clause is intended to waive or limit any claim brought pursuant to any federal or state statute related to the protection of civil rights. Should any provision in this Agreement be found by a court of competent jurisdiction, after all appellate rights are exhausted, to be unenforceable or void, the parties expressly agree to sever such provision and to otherwise proceed to dispute resolution with the remaining provisions in the Mandatory Arbitration provisions.
18.Options Subject to Plan: By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the 2018 Plan and the 2018 Plan's prospectus. The Options and the Common Shares issued upon exercise of such Options are subject to the 2018 Plan, which is hereby incorporated by reference. In the event of any conflict between any term or provision of this Agreement and a term or provision of the 2018 Plan, the applicable terms and provisions of the 2018 Plan shall govern and prevail.
19.Validity of Agreement: This Agreement shall be valid, binding and effective upon the Company on the Grant Date. However, the Participant must accept this Agreement electronically pursuant to the online acceptance procedure established by the Company within 90 days; otherwise the Company may, in its sole discretion, rescind the Award in its entirety.
20.Headings: The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
21.Definitions: The following terms shall have the following meanings for purposes of this Agreement, notwithstanding any contrary definition in the 2018 Plan:



(a)"Cause" means, as determined by the Company in its sole discretion, (i) the Participant's willful failure to perform the Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to the Participant of such failure, (ii) the Participant's conviction of, or a plea of nolo contendere to, (x) a felony under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude, (iii) the Participant's willful malfeasance or willful misconduct which is demonstrably injurious to the Company or its affiliates, (iv) any act of fraud by the Participant, (v) any violation of the Company's business conduct policy, (vi) any violation of the Company's policies concerning harassment or discrimination by the Participant, (vii) the Participant's conduct that causes harm to the business reputation of the Company or its affiliates, or (viii) the Participant's breach of any confidentiality, intellectual property, noncompetition or non-solicitation provisions applicable to the Participant under the Long-Term Incentive Claw-Back Agreement or any other agreement between the Participant and the Company. "Cause" shall be determined by the Company in its sole discretion, and such determination shall be final, binding, and conclusive on the Participant.
(b)"Change in Control" means:
(i)Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then-outstanding shares of common stock of Celanese (the "Outstanding Celanese Common Stock") or (B) the combined voting power of the then-outstanding voting securities of Celanese entitled to vote generally in the election of directors (the "Outstanding Celanese Voting Securities"); provided, however, that, for purposes of this subparagraph, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate, or (iv) any acquisition pursuant to a transaction that complies with clauses (A), (B) or (C) in paragraph (iii) of this definition; or
(ii)Individuals who, as of the effective date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of this Agreement whose election, or nomination for election by Celanese's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Celanese or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Celanese, or the acquisition of assets or stock of another entity by Celanese or any of its subsidiaries (each, a "Business Combination"), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the



then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Celanese or all or substantially all of Celanese's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Celanese Common Stock and the Outstanding Celanese Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(iv)The implementation of a complete liquidation or dissolution of Celanese.
(c)"Disability" has the same meaning as "Disability" in the Celanese Corporation 2008 Deferred Compensation Plan or such other meaning as determined by the Committee in its sole discretion.
(d)"Operative Documents" means the 2018 Plan and this Agreement.
(e)"Qualifying Disposition" means a sale or other disposition by the Company or one or more subsidiaries of all or part of a business, business unit, segment or subsidiary in a stock, asset, merger or other similar transaction or combination thereof, and determined by the Committee to be a Qualifying Disposition; provided, however, that no Change in Control shall be considered a Qualifying Disposition.
(f)"Retirement" of the Participant shall mean a voluntary separation from service on or after the date when the Participant is both 55 years of age and has ten years of service with the Company, as determined by the Company in its discretion based on payroll records. Retirement shall not include voluntary separation from service in which the Company could have terminated the Participant's employment for Cause.
(g)"Service" shall mean continued service as the Executive Chairman of the Board of Directors (but not service as another non-employee director that is not Executive Chairman), employee, contractor or consultant.




IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer.


CELANESE CORPORATION

By: Belinda Hyde
Senior Vice President and Chief Human Resources Officer
Exhibit 22.1
List of Guarantor Subsidiaries
(as of March 31, 2026)

Celanese US Holdings LLC (the "Issuer"), a 100% owned subsidiary of Celanese Corporation (the "Parent"), has 1.400% Senior Notes due 2026, 5.277% Senior Notes due 2026(6), 2.125% Senior Notes due 2027, 7.165% Senior Notes due 2027(2)(5)(7), 0.625% Senior Notes due 2028, 6.850% Senior Notes due 2028(1)(4), 6.337% Senior Notes due 2029(3)(8), 7.330% Senior Notes due 2029(2)(5)(7), 6.500% Senior Notes due 2030, 7.050% Senior Notes due 2030(1)(4), 5.000% Senior Notes due 2031, 7.000% Senior Notes due 2031, 7.379% Senior Notes due 2032(2)(5)(7), 6.750% Senior Notes due 2033, 7.200% Senior Notes due 2033(1)(4) and 7.375% Senior Notes due 2034 (the "Senior Notes"). The Senior Notes are jointly and severally guaranteed on a full and unconditional basis by the Parent and the 100% owned subsidiaries of the Parent listed below.
______________________________
(1)Effective November 15, 2024, interest rate increased by 0.25% as a result of downgrade in credit rating.
(2)Effective January 15, 2025, interest rate increased by 0.25% as a result of downgrade in credit rating.
(3)Effective January 19, 2025, interest rate increased by 0.25% as a result of downgrade in credit rating.
(4)Effective May 15, 2025, interest rate increased by 0.25% as a result of downgrade in credit rating.
(5)Effective July 15, 2025, interest rate increased by 0.25% as a result of downgrade in credit rating.
(6)Effective July 19, 2025, interest rate increased by 0.50% as a result of downgrade in credit rating.
(7)Effective January 15, 2026, interest rate increased by 0.50% as a result of downgrade in credit rating.
(8)Effective January 19, 2026, interest rate increased by 0.75% as a result of downgrade in credit rating.

Name of CompanyJurisdiction
Parent Guarantor
Celanese CorporationDelaware
Subsidiary Guarantors
Celanese Acetate LLCDelaware
Celanese Americas LLCDelaware
Celanese Chemicals, Inc.Delaware
Celanese Global Relocation LLCDelaware
Celanese International CorporationDelaware
Celanese Ltd.Texas
Celanese Sales U.S. Ltd.Texas
Celtran, Inc.Delaware
CNA Holdings LLCDelaware
KEP Americas Engineering Plastics, LLCDelaware
Ticona Fortron Inc.Delaware
Ticona LLCDelaware
Ticona Polymers, Inc.Delaware

Exhibit 31.1
 
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 

I, Scott A. Richardson, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 /s/ SCOTT A. RICHARDSON
Scott A. Richardson
President, Chief Executive Officer and Director
May 6, 2026

Exhibit 31.2
 
CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 

I, Chuck B. Kyrish, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Celanese Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 /s/ CHUCK B. KYRISH
Chuck B. Kyrish
Senior Vice President and
Chief Financial Officer
May 6, 2026

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 
In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott A. Richardson, President, Chief Executive Officer and Director of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 /s/ SCOTT A. RICHARDSON
Scott A. Richardson
President, Chief Executive Officer and Director
May 6, 2026

Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 
In connection with the Quarterly Report of Celanese Corporation (the "Company") on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Chuck B. Kyrish, Senior Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 /s/ CHUCK B. KYRISH
Chuck B. Kyrish
Senior Vice President and
Chief Financial Officer
May 6, 2026