LyondellBasell Industries 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended March 31, 2026

or

For the transition period from to

Commission file number: 001-34726

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

(Address of principal executive offices) (Zip code)

(Registrant’s telephone numbers, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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 x 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 x

The registrant had 322,784,773 ordinary shares, €0.04 par value, outstanding at April 29, 2026 (excluding 17,637,725 treasury shares).

LYONDELLBASELL INDUSTRIES N.V.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

See Notes to the Consolidated Financial Statements.

LYONDELLBASELL INDUSTRIES N.V.

CONSOLIDATED BALANCE SHEETS

| |

Showing the first 8K of 93K characters. Open the full section

GENERAL

This discussion should be read in conjunction with the information contained in the Consolidated Financial Statements, and the accompanying notes elsewhere in this report. Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to LyondellBasell Industries N.V. together with its consolidated subsidiaries (“LyondellBasell N.V.”).

OVERVIEW

Results from continuing operations for the first quarter of 2026 increased compared to the fourth quarter of 2025. During the fourth quarter of 2025 we recognized last-in, first-out (“LIFO”) inventory valuation charges of $107 million primarily in our Olefins and Polyolefins-Americas (“O&P-Americas”) and Intermediates and Derivatives (“I&D”) segments. In our O&P-Americas segment, results improved relative to the prior quarter as lower feedstock costs and accelerating product prices benefited integrated polyethylene margins. Tightening market conditions supported higher polyethylene prices in both domestic and export markets. In our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment, a combination of reduced imports and improved seasonal demand drove higher prices and volumes. In our I&D segment, propylene oxide and derivatives margins strengthened with improved pricing and increased demand. A delayed restart of the La Porte acetyls assets impacted first quarter profitability. In oxyfuels, margins compressed due to lower gasoline cracks and octane premiums while volumes were impacted by an outage at the Bayport PO/TBA site that began in March.

Results from continuing operations for the first quarter of 2026 increased compared to the first quarter of 2025. In our I&D segment, propylene oxide and derivatives margins improved from lower feedstock costs. First quarter of 2025 results for our I&D segment included shutdown costs related to our European PO Joint Venture. In our O&P-Americas segment, polyethylene margins increased from lower feedstock costs. These improvements were partially offset by lower results in our O&P-EAI segment driven by lower polymer volumes. Additionally, results in our Technology segments decreased as a result of lower licensing and catalyst margins.

During the first quarter of 2026 we used $269 million of cash from operating activities. We invested $269 million in capital projects and returned $224 million to shareholders through dividend payments.

Results of operations for the periods discussed are presented in the table below:

RESULTS OF OPERATIONS

Revenues—Revenues increased by $106 million, or 1%, in the first quarter of 2026 compared to the fourth quarter of 2025. Higher average sales prices for many of our products drove a 7% increase in revenues, while lower sales volumes driven by lower demand and unplanned downtime led to a 6% decrease in revenues.

Revenues decreased by $480 million, or 6%, in the first quarter of 2026 compared to the first quarter of 2025. Lower average sales prices for many of our products resulted in a 10% decrease in revenues. Lower sales volumes, driven by reduced demand, led to a 2% decrease in revenues. Favorable foreign exchange impacts led to a 6% increase in revenues.

Cost of Sales—Cost of sales decreased by $260 million, or 4%, in the first quarter of 2026 compared to the fourth quarter of 2025, and by $632 million, or 9%, compared to the first quarter of 2025. These decreases were driven by lower feedstock costs. Further, in the first quarter of 2025, we recognized $117 million in shutdown costs related to the permanent closure of our European PO Joint Venture.

Selling, General and Administrative (“SG&A”) Expenses—SG&A expenses increased by $38 million, or 10%, in the first quarter of 2026 compared to the fourth quarter of 2025, primarily driven by an increase in employee-related expenses.

Operating Income (Loss)—Operating income increased by $327 million, or 372%, in the first quarter of 2026 compared to the fourth quarter of 2025. Operating income in our O&P-Americas, O&P-EAI, APS and I&D segments increased by $174 million, $143 million, $43 million and $26 million, respectively. These increases were partially offset by a decrease in our Technology segment of $62 million.

Operating income increased by $125 million, or 110%, in the first quarter of 2026 compared to the first quarter of 2025. Operating income in our I&D, O&P-Americas and APS segments increased by $127 million, $57 million and $21 million, respectively. These increases were partially offset by decreases in our O&P-EAI and Technology segments of $45 million $35 million, respectively.

Results for each of our business segments are discussed further in the “Segment Analysis” section below.

Other Income, Net—Other income decreased by $55 million, or 85%, in the first quarter of 2026 compared to the fourth quarter of 2025, largely due to a $67 million gain on the sale of excess European emissions credits recognized in the fourth quarter of 2025.

Income Taxes—Our effective income tax rate for the first quarter of 2026 was (1.5)% compared to 5.6% for the fourth quarter of 2025. The decrease is primarily due to changes in earnings in countries with varying statutory tax rates coupled with foreign exchange losses that decreased our effective tax rate by 20.4 percentage points and 10.6 percentage points, respectively. These decreases were partially offset by the establishment of valuation allowances against deferred tax assets that increased the effective tax rate by 20.7 percentage points in the fourth quarter of 2025.

Our effective income tax rate for the first quarter of 2026 was (1.5)% compared to 61.0% for the first quarter of 2025. The lower effective tax rate for the first quarter of 2026 was due to foreign exchange losses coupled with a tax benefit associated with a tax refund claim that decreased the effective tax rate by 28.6 percentage points and 11.4 percentage points, respectively. In addition, changes in earnings in countries with varying statutory tax rates decreased the effective tax rate by 17.5 percentage points.

Income (loss) from Discontinued Operations, Net of Tax—Income (loss) from discontinued operations decreased $168 million in the first quarter of 2026 compared to the first quarter of 2025 primarily due to the recognition of a last-in, first-out (“LIFO”) benefit of $196 million, net of tax, for the liquidation of low cost inventory in the first quarter of 2025.

Comprehensive income—Comprehensive income increased by $238 million in the first quarter of 2026 compared to the fourth quarter of 2025, primarily due to the increase in Net income. Comprehensive income decreased by $121 million in the first quarter of 2026 compared to the first quarter of 2025, due to the decrease in Net income and net unfavorable impacts of unrealized changes in foreign currency translation adjustments. The components of Other comprehensive income are discussed below.

Financial derivatives designated as cash flow hedges, primarily our commodity swaps, led to an increase in Comprehensive income of $54 million in the first quarter of 2026 compared to the fourth quarter of 2025 reflecting commodity price volatility.

Defined benefit pension and other postretirement benefit plans led to a decrease in Comprehensive income of $43 million in the first quarter of 2026 compared to the fourth quarter of 2025, as the fourth quarter of 2025 included annual changes in actuarial assumptions.

Foreign currency translations decreased Comprehensive income by $38 million and $91 million in the first quarter of 2026 compared to the first and fourth quarter of 2025, primarily due to the strengthening of the U.S. dollar relative to the euro, partially offset by the effective portion of our net investment hedges.

Segment Analysis

We use net income (loss) before interest, income taxes, and depreciation and amortization (“EBITDA”) as our measure of profitability for segment reporting purposes. This measure of segment operating results is used by our chief operating decision maker to assess the performance of, and allocate resources to, our operating segments. Intersegment eliminations and items that are not directly related or allocated to business operations, such as foreign exchange gains or losses and components of pension and other postretirement benefits other than service costs are included in “Other”. See the table below for a reconciliation of EBITDA to its nearest generally accepted accounting principles (“GAAP”) measure.

The following table presents the reconciliation of Net income (loss) to EBITDA for each of the periods presented:

Our continuing operations are managed through five reportable segments: O&P-Americas, O&P-EAI, I&D, APS, and Technology. Revenues and other information by segment for the periods presented are reflected in the tables below:

Olefins and Polyolefins-Americas Segment

Overview—EBITDA increased in the first quarter of 2026 compared to the fourth quarter of 2025 and first quarter of 2025 largely due to higher olefin and polyethylene margins.

*Ethylene Raw Materials—*We have flexibility to vary the raw material mix and process conditions in our U.S. olefins plants to maximize profitability as market prices fluctuate for both feedstocks and products. Although prices of crude-based liquids and natural gas liquids are generally related to crude oil and natural gas prices, during specific periods the relationships among these materials and benchmarks may vary significantly. In the first quarter of 2026, and the first and fourth quarters of 2025, approximately 75% to 80% of the raw materials used in our North American crackers was ethane.

The following table sets forth selected financial information for the O&P-Americas segment including Income from equity investments, which is a component of EBITDA:

Revenue—Revenues for our O&P-Americas segment increased by $100 million, or 4% in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $44 million, or 2%, in the first three months of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Increased demand drove average sales prices higher resulting in a 15% increase in revenue. Lower volumes driven by a decline in polyethylene exports led to an 11% decrease in revenue.

First quarter of 2026 versus first quarter of 2025—Lower average sales prices driven by ample market supply resulted in a 5% decrease in revenue. Higher volumes driven by the absence of planned and unplanned outages resulted in a 3% increase in revenue.

EBITDA—EBITDA increased by $165 million, or 102%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $76 million, or 30% in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Stronger olefins results, reflecting improved margins resulting from favorable product pricing and lower feedstock costs, led to a 46% increase in EBITDA. Polyethylene results contributed to a 38% increase in EBITDA, reflecting margin expansion from higher sales prices driven by supply constraints. Additionally, a $52 million LIFO inventory charge recognized during the fourth quarter of 2025 contributed to a 32% change in EBITDA.

First quarter of 2026 versus first quarter of 2025—Higher polyethylene results contributed to a 24% increase in EBITDA, reflecting improved margins from lower feedstock costs. Improved olefins results, as the first quarter of 2025 was impacted by planned downtime, led to a 16% increase in EBITDA.

Olefins and Polyolefins-Europe, Asia, International Segment

Overview—EBITDA increased in the first quarter of 2026 compared to the fourth quarter of 2025 driven by higher polymer margins and equity income.

EBITDA decreased in the first quarter of 2026 compared to the first quarter of 2025, as a result of lower polymer volumes and lower equity income. In addition, results for the current period reflect impairment charges and transaction‑related costs associated with the sale of certain European olefins and polyolefins assets and the related business.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 65% to 85% of the raw materials used in the first quarter of 2026, and the first and fourth quarters of 2025.

The following table sets forth selected financial information for the O&P-EAI segment including Loss from equity investments, which is a component of EBITDA:

Revenue—Revenues increased by $165 million, or 7%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $99 million, or 4%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Higher volumes resulted in a revenue increase of 3% driven by stronger demand after year end destocking. Higher average sales prices due to constrained supply drove a 3% increase in revenue. Favorable foreign exchange impacts resulted in a 1% increase in revenue.

First quarter of 2026 versus first quarter of 2025—Lower demand led to a decrease in average sales prices and volumes reducing revenues by 13% and 2%, respectively. Favorable foreign exchange impacts resulted in an 11% increase in revenues.

EBITDA—EBITDA increased by $60 million, or 63%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $52 million in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—EBITDA increased 88% due to improved polymer results, as higher average sales prices expanded margins. Lower losses from equity investments increased EBITDA by 21%. These improvements were partially offset by a 71% decline in EBITDA attributable to the absence of a gain on sale of excess emission credits recognized in the fourth quarter of 2025.

First quarter of 2026 versus first quarter of 2025—Impairments of property, plant and equipment recognized in the first quarter of 2026 resulted in an 88% decline in EBITDA. Weaker polymer results led to a 94% decrease in EBITDA, attributable to lower volumes reflecting a decline in demand. Equity income declined, driving a 59% decrease in EBITDA, due to lower volumes associated with maintenance downtime. The remaining decrease was mostly attributable to costs incurred in the first quarter of 2026 related to the disposition of select European olefins and polyolefins assets and the associated business, see Note 4 to our Consolidated Financial Statements for additional information.

Intermediates and Derivatives Segment

Overview—EBITDA increased in the first quarter of 2026 relative to the fourth quarter of 2025 driven by higher margins from both propylene oxide and derivatives and intermediate chemicals, offset by a decrease in oxyfuel and related products results.

EBITDA increased in the first quarter of 2026 compared to the first quarter of 2025 as a result of improved margins for propylene oxide and derivatives, partially offset by a decrease in intermediate chemicals volumes. Additionally, the first quarter of 2025 included $117 million of shutdown costs related to our European PO Joint Venture.

The following table sets forth selected financial information for the I&D segment including Income from equity investments, which is a component of EBITDA:

Revenue—Revenues decreased by $93 million, or 4%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $238 million, or 10%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Sales volumes decreased due to lower demand and unplanned outages resulting in a 7% decrease in revenue. Higher average sales prices resulted in a 3% increase in revenue primarily due to high octane values in the U.S. Gulf Coast and Europe driven by tight supply.

First quarter of 2026 versus first quarter of 2025—A decline in sales volumes due to unplanned outages resulted in a 7% decrease in revenues. Lower average sales prices resulted in a 7% decrease in revenue driven primarily by oxyfuels and related products as a result of lower crude, gasoline crack spreads, and blend premiums. Favorable foreign exchange impacts resulted in a 4% increase in revenue.

EBITDA—EBITDA increased by $29 million, or 15%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $130 million, or 138%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025— Propylene oxide and derivatives results led to a 19% increase in EBITDA driven by improved pricing. Intermediate chemicals results drove a 10% increase in EBITDA driven by improved margins. Oxyfuels and related products results led to a 44% decrease in EBITDA, with approximately half of the decline attributable to lower margins resulting from reduced prices and the remainder driven by lower volumes due to lower demand following a strong fourth quarter of 2025. During the fourth quarter of 2025 we recognized a LIFO inventory charge of $51 million. The absence of a similar charge in the first quarter of 2026 resulted in a 26% increase in EBITDA.

First quarter of 2026 versus first quarter of 2025—During the first quarter of 2025 we incurred $117 million in shutdown costs related to the closure of our European PO Joint venture. The absence of a similar charge in the first quarter of 2026 resulted in a 124% increase in EBITDA. Propylene oxide and derivatives results led to a 55% increase in EBITDA primarily due to improved margins from lower feedstock costs. This increase was partially offset by a 43% reduction in EBITDA attributable to lower intermediate chemicals volumes caused by unplanned downtime.

Advanced Polymer Solutions Segment

Overview—EBITDA increased in the first quarter of 2026 relative to the fourth quarter of 2025 as a result of higher volumes, slightly offset by lower margins. Additionally, during the fourth quarter of 2025, we recognized $20 million of shutdown costs for our European APS specialty powders business unit. EBITDA increased in the first quarter of 2026 compared to the first quarter of 2025 as a result of improved margins, partially offset by lower volumes.

The following table sets forth selected financial information for the APS segment:

Revenue—Revenues increased by $99 million, or 13%, in the first quarter of 2026 compared to the fourth quarter of 2025 and decreased by $32 million, or 4%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Sales volumes increased resulting in an 11% increase in revenue stemming from improved seasonal demand. Higher average sales prices resulted in a 1% increase in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 1%.

First quarter of 2026 versus first quarter of 2025—Sales volumes decreased resulting in a 5% decrease in revenue stemming from weaker automotive demand. Lower average sales prices resulted in a 6% decrease in revenue. Favorable foreign exchange impacts resulted in a revenue increase of 7%.

EBITDA—EBITDA increased by $41 million in the first quarter of 2026 compared to the fourth quarter of 2025 and by $12 million or 26% in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—During the fourth quarter of 2025, we recognized $20 million of site closure costs. The remainder of the change was substantially due to increased volumes driven by stronger demand.

First quarter of 2026 versus first quarter of 2025—Improved margins primarily related to favorable feedstock pricing drove a 65% increase in EBITDA. Lower volumes, stemming from weaker automotive demand and challenging market conditions, resulted in a 35% decrease in EBITDA.

Technology Segment

Overview—EBITDA decreased in the first quarter of 2026 compared to the fourth quarter of 2025, largely in part from lower licensing results as the planned pace of global polyolefin capacity additions moderates. EBITDA decreased in the first quarter of 2026 compared to the first quarter of 2025, driven equally by lower licensing results and lower catalyst margins.

The following table sets forth selected financial information for the Technology segment:

Revenue—Revenues decreased by $71 million, or 40%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $14 million, or 12%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Lower licensing revenues, from fewer contracts reaching significant milestones, drove a 35% decrease in revenues. Lower catalyst volumes resulted in a 6% decrease in revenues due to lower demand. Favorable foreign exchange impacts resulted in a 1% increase in revenues.

First quarter of 2026 versus first quarter of 2025—Lower licensing revenues, as contracts with lower average values reached significant milestones, drove a 12% decrease in revenues. Lower catalyst volumes resulted in a 7% decrease in revenues due to lower demand. Lower average catalyst sales price resulted in a 5% decrease in revenues. Favorable foreign exchange impact resulted in a 12% increase in revenues.

EBITDA—EBITDA decreased by $62 million, or 78%, in the first quarter of 2026 compared to the fourth quarter of 2025 and by $34 million, or 65%, in the first quarter of 2026 compared to the first quarter of 2025.

First quarter of 2026 versus fourth quarter of 2025—Licensing results led to an 83% decrease in EBITDA as fewer contracts with lower average values reached significant milestones.

First quarter of 2026 versus first quarter of 2025—Lower catalyst margins resulted in a 35% decrease in EBITDA driven by higher costs. Licensing results led to a 33% decrease in EBITDA as contracts with lower average values reached significant milestones.

FINANCIAL CONDITION

The following table summarizes operating, investing and financing cash flow activities:

Operating Activities—Cash used in operating activities of $269 million in the first three months of 2026 primarily reflected earnings adjusted for non-cash items and cash activities primarily related to Accounts receivable and Accounts payable. An increase in Accounts receivable of $797 million was primarily driven by higher average sales prices reflecting higher crude pricing. The increase of $291 million in Accounts payable was primarily driven by higher raw material costs.

Cash used in operating activities of $579 million in the first three months of 2025 primarily reflected earnings adjusted for non-cash items, $269 million of tax payments which includes $235 million in U.S. Federal corporate income tax payments deferred from 2024 into 2025 under Hurricane Beryl disaster relief, and cash activities primarily related to increases in Accounts Receivable and Inventory of $440 million and $198 million, respectively, associated with higher volumes following maintenance downtime.

Investing Activities—Capital expenditures in the first three months of 2026 and 2025 totaled $269 million and $483 million, respectively. Approximately 65% of capital expenditures in each period supported sustaining maintenance, including turnaround activities at several sites, as well as other plant health, safety and environmental projects. The remaining expenditures supported profit-generating growth projects.

In the first three months of 2025, we received $59 million upon termination and cash settlement of our cross-currency interest rate swaps, designated as net investment hedges, maturing in 2025 and 2030.

Financing Activities—We made dividend payments totaling $224 million and $433 million in the first three months of 2026 and 2025, respectively. The decrease reflects our February 2026 announcement to reduce our quarterly dividend. Additionally, we made payments of $110 million to repurchase outstanding ordinary shares in the first three months of 2025.

Liquidity and Capital Resources

Overview

We plan to fund our working capital, capital expenditures, debt service, dividends and other cash requirements with our current available liquidity and cash from operations, which could be affected by general economic, financial, competitive, legislative, regulatory, business and other factors, many of which are beyond our control.

Debt repayment, and the purchase of shares under our share repurchase authorization, may be funded from cash and cash equivalents, cash from short-term investments, cash from operating activities, proceeds from the issuance of debt, or a combination thereof.

Sale of Certain European Assets

On May 1, 2026, we announced the completion of the sale of select European olefins and polyolefins assets and the associated business. In connection with the sale, we made a cash contribution of approximately $300 million to the divested group prior to closing. See Note 4 to our Consolidated Financial Statements for additional information.

Cash and Liquid Investments

As of March 31, 2026, we had Cash and cash equivalents totaling $2,635 million, which includes $1,263 million in jurisdictions outside of the U.S., the majority of which is held within the European Union and the United Kingdom. There are currently no legal or economic restrictions that would materially impede our transfers of cash.

Credit Arrangements

As of March 31, 2026, we had total debt, including current maturities, of $12,921 million. Additionally, we had $173 million of outstanding letters of credit, bank guarantees and surety bonds issued under uncommitted credit facilities.

We had total unused availability under our credit facilities of $4,650 million as of March 31, 2026. For additional detail regarding our credit facilities see Note 8 to the Consolidated Financial Statements.

At any time and from time to time, we may repay or redeem our outstanding debt, including purchases of our outstanding bonds in the open market, through privately negotiated transactions or a combination thereof, in each case using cash and cash equivalents, cash from our short-term investments, cash from operating activities, proceeds from the issuance of debt or proceeds from asset divestitures. Any repayment or redemption of our debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In connection with such repurchases or redemptions, we may incur cash and non-cash charges, which could be material in the period in which they are incurred.

Share Repurchases

As of April 29, 2026, we had approximately 34.0 million shares remaining under the current authorization. The timing and amounts of additional shares repurchased, if any, will be determined based on our evaluation of market conditions and other factors, including any additional authorizations approved by our shareholders. For additional information related to our share repurchase authorizations, see Note 12 to the Consolidated Financial Statements.

CURRENT BUSINESS OUTLOOK

In the second quarter of 2026, market conditions are expected to improve across almost all businesses, reflecting tighter supply dynamics and favorable pricing trends resulting from the disruption in the Middle East. In North America, further margin expansion is anticipated, driven by increased export demand and crude-linked pricing dynamics. In Europe, the completion of the European asset sale is expected to improve average margins while reducing cost. Reduced exports from the Middle East and Asia to Europe are leading to increased polymer spreads, which are expected to more than offset lower volumes associated with the divestiture. In oxyfuels, higher margins from widening spreads should partially offset lower volumes associated with unplanned downtime at the Bayport PO/TBA site. Intermediate chemicals results are expected to improve with stronger methanol and acetyls margins.

We are aligning second quarter operations to capture value and match demand by maximizing operating rates for our O&P-Americas assets and raising rates for our European O&P-EAI assets to 80% while the I&D segment is expected to keep rates at 75%. Ongoing geopolitical uncertainty is likely to continue to drive supply dislocation and price volatility.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

*Inventory—*As of December 31, 2025, three of our nine LIFO inventory pools, with a combined carrying value of $1.6 billion, were valued close to their respective market values. Due to increases in market prices during the first quarter of 2026, none of our LIFO inventory pools were at risk for lower of cost or market adjustments.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on the Consolidated Financial Statements, see Note 2 to the Consolidated Financial Statements.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions.

We based forward-looking statements on our current expectations, estimates and projections of our business and the industries in which we operate. We caution you that these statements are not guarantees of future performance. They involve assumptions about future events that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. Our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

• the cost of raw materials represents a substantial portion of our operating expenses, and energy costs generally follow price trends of crude oil, natural gas liquids and/or natural gas; price volatility can significantly affect our results of operations and we may be unable to pass raw material and energy cost increases on to our customers due to the significant competition that we face, the commodity nature of our products and the time required to implement pricing changes;

• our operations in the United States (“U.S.”) have benefited from low-cost natural gas and natural gas liquids; decreased availability of these materials (for example, from their export or regulations impacting hydraulic fracturing in the U.S.) could reduce the current benefits we receive;

• if crude oil prices are low relative to U.S. natural gas prices, we could see less benefit from low-cost natural gas and natural gas liquids and it could have a negative effect on our results of operations;

• industry production capacities and operating rates may lead to periods of oversupply and low profitability and our future operating and financial results are dependent on the pace of global capacity rationalization;

• we may face unplanned operating interruptions (including leaks, explosions, fires, weather-related incidents, mechanical failures, unscheduled downtime, supplier disruptions, labor shortages, strikes, work stoppages or other labor difficulties, transportation interruptions, spills and releases and other environmental incidents) at any of our facilities, which would negatively impact our operating results;

• changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate could increase our costs through tariffs or otherwise, limit or disrupt trade, restrict our operations and reduce our operating results;

• our ability to execute our organic growth plans may be negatively affected by our ability to complete projects on time and on budget;

• the successful outcome of any planned sale of our assets, or our ability to acquire or dispose of product lines or businesses could disrupt our business and harm our financial condition;

• uncertainties associated with worldwide economic conditions, including those resulting from geopolitical instability and global supply disruptions related to ongoing conflicts such as the war in the Middle East could adversely affect demand, pricing, and supply chain reliability, increase counterparty and credit risks, and impact the company’s liquidity, financial condition, and results of operations;

• the negative outcome of any legal, tax and environmental proceedings or changes in laws or regulations regarding legal, tax and environmental matters may increase our costs, reduce demand for our products, or otherwise limit our ability to achieve savings under current regulations;

• any loss or non-renewal of favorable tax treatment under tax agreements or tax treaties, or changes in tax laws, regulations or treaties, may substantially increase our tax liabilities;

• we may be required to reduce production or idle certain facilities because of the cyclical and volatile nature of the supply-demand balance in the chemical and refining industries, which would negatively affect our operating results;

• we rely on continuing technological innovation, and an inability to protect our technology, or others’ technological developments could negatively impact our competitive position;

• we have significant international operations, and fluctuations in exchange rates, valuations of currencies and our possible inability to access cash from operations in certain jurisdictions on a tax-efficient basis, if at all, could negatively affect our liquidity and our results of operations;

• we are subject to the risks of doing business at a global level, including wars, terrorist activities, political and economic instability and disruptions and changes in governmental policies, which could cause increased expenses, decreased demand or prices for our products and/or disruptions in operations, all of which could reduce our operating results;

• if we are unable to achieve our emission reduction, circularity, or other sustainability targets, it could result in reputational harm, changing investor sentiment regarding investment in our stock or a negative impact on our access to and cost of capital;

• our ability to execute and achieve the expected results of our value enhancement program and cash improvement plan;

• our ability to maintain our investment-grade credit rating and execute our capital allocation strategy, including our ability to pay dividends;

• if we are unable to comply with the terms of our credit facilities, indebtedness and other financing arrangements, those obligations could be accelerated, which we may not be able to repay; and

• we may be unable to incur additional indebtedness or obtain financing on terms that we deem acceptable, including for refinancing of our current obligations; higher interest rates and costs of financing would increase our expenses.

Any of these factors, or a combination of these factors, could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. Our management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and any other cautionary statements that may accompany such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.

Our exposure to market and regulatory risks is described in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025. Our exposure to such risks has not changed materially in the three months ended March 31, 2026.

As of March 31, 2026, with the participation of our management, our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

There have been no changes in our internal controls over financial reporting, as defined in Rule 13a-15(f) of the Act, in the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Information regarding our litigation and legal proceedings can be found in Note 11 to the Consolidated Financial Statements, which is incorporated into this Item 1 by reference.

Additional information about our environmental proceedings can be found in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated into this Item 1 by reference.

There have been no material changes to the risk factors associated with our business previously disclosed in “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 23, 2025, our shareholders approved a share repurchase authorization of up to 34,042,250 shares, through November 23, 2026, which superseded any prior repurchase authorizations. The maximum number of shares that may yet be purchased is not necessarily an indication of the number of shares that will ultimately be purchased.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

During the three months ended March 31, 2026, none of our Section 16 officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

• Filed herewith

** Furnished herewith

SIGNATURE

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.