LyondellBasell Industries 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

For the quarterly period ended June 30, 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 323,037,952 ordinary shares, €0.04 par value, outstanding at July 29, 2026 (excluding 17,384,546 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

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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 second quarter of 2026 increased compared to the first quarter of 2026, reflecting improved margins due to industry supply constraints as the conflict in the Middle East extended into the second quarter. In our Olefins and Polyolefins-Americas (“O&P-Americas”) segment, results improved relative to the prior quarter on expanding margins and favorable co-product pricing due to tighter global market supply. Our Olefins and Polyolefins-Europe, Asia, International (“O&P-EAI”) segment also benefited from improved polymer spreads, driven by supply chain disruptions and stronger joint venture contributions. Additionally, the second quarter results reflected a $734 million loss on the disposition of select European assets and the associated businesses. Our Intermediates and Derivatives (“I&D”) segment delivered higher earnings driven by improved margins across all businesses, partially offset by the Bayport PO/TBA unplanned outage during the quarter; Bayport was successfully restarted in June 2026.

Results from continuing operations for the first six months of 2026 increased compared to the first six months of 2025. In our O&P-Americas and O&P-EAI segments, margins improved due to industry supply constraints resulting from the conflict in the Middle East. In our I&D segment, margins improved on higher demand coupled with supply constraints and higher crude and gasoline crack spreads. Results for the first six months of 2025 in our I&D segment included shutdown costs related to our European PO Joint Venture.

During the first six months of 2026, we generated $483 million of cash from operating activities. We invested $539 million in capital projects and returned $448 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 $1,980 million, or 28%, in the second quarter of 2026 compared to the first quarter of 2026. This increase was primarily driven by higher average sales prices across many products, which reflected industry-wide supply constraints stemming from the conflict in the Middle East and contributed to higher revenues by 33%. This increase was partially offset by a 5% decrease in revenues resulting from lower sales volumes following the divestiture of certain European assets and the associated businesses in the second quarter of 2026.

Revenues increased by $1,039 million, or 7%, in the first six months of 2026 compared to the first six months of 2025. Higher average sales prices for many of our products, related to industry supply constraints, drove a 9% increase in revenues. Lower sales volumes, attributable to the divestiture of certain European assets and the associated businesses, led to a 5% decrease in revenues. Favorable foreign exchange impacts contributed to a 3% increase in revenues.

Cost of Sales—Cost of sales increased by $643 million, or 10%, in the second quarter of 2026 compared to the first quarter of 2026, due to higher feedstock costs. For the first six months of 2026 compared to the first six months of 2025, Costs of sales decreased by $364 million, or 3%, driven by lower feedstock costs. The year-over-year decrease also reflects $117 million of shutdown costs recognized in the first quarter of 2025 related to the permanent closure of our European PO Joint Venture.

Impairments—During the first six months of 2026, we recognized non-cash impairment charges of $89 million, including $74 million recognized in the second quarter related to a plastic waste sorting facility in Houston, Texas, within our O&P-Americas segment. The remaining impairment charges related to property, plant and equipment in our O&P-EAI segment. During the first six months of 2025, we recognized non-cash impairments charges of $32 million related to property, plant and equipment associated with the European assets classified as held for sale within our O&P EAI segment. See Note 13 to the Consolidated Financial Statements for additional information.

Selling, General and Administrative (“SG&A”) Expenses—SG&A expenses decreased by $24 million, or 6%, in the second quarter of 2026 compared to the first quarter of 2026, primarily due to lower fees related to professional services, and decreased by $38 million, or 5%, in the first six months of 2026 compared to the first six months of 2025, attributable to reduced employee-related expenses as a result of our cash improvement plan.

Operating Income—Operating income increased by $1,304 million, or 546%, in the second quarter of 2026 compared to the first quarter of 2026. Operating income in our O&P-Americas, O&P-EAI, I&D, Technology and APS segments increased by $861 million, $226 million, $150 million, $56 million and $19 million, respectively.

Operating income increased by $1,383 million, or 347%, in the first six months of 2026 compared to the first six months of 2025. Operating income in our O&P-Americas, I&D, O&P-EAI, APS and Technology segments increased by $918 million, $244 million, $153 million, $68 million and $6 million, respectively.

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

Loss on Sale of Business—In the second quarter of 2026, we divested select European olefins and polyolefins assets and the associated businesses, and recognized a pre-tax loss of $734 million. See Note 13 to the Consolidated Financial Statements for additional information.

Income (Loss) from Equity Investments—Income from equity investments increased by $62 million in the second quarter of 2026 compared to the first quarter of 2026, and by $44 million in the first six months of 2026 compared to the first six months of 2025, primarily reflecting improved margins as industry supply was constrained due to the conflict in the Middle East.

Other Income, Net—Other income increased by $46 million in the second quarter of 2026 compared to the first quarter of 2026, driven by a $52 million gain on the sale of excess European emissions credits recognized in the second quarter of 2026. Other income increased by $16 million in the first six months of 2026 compared to the first six months of 2025, due to the gain on sale of excess European emission credits recognized in the second quarter of 2026, partially offset by the absence of a $36 million gain on the sale of precious metals recognized in the second quarter of 2025.

Income Taxes—Our effective income tax rate for the second quarter of 2026 was 29.2% compared to (1.5)% for the first quarter of 2026. The higher effective income tax rate for the second quarter of 2026 is primarily due to the impact of the divestiture of select European assets and the associated businesses, which is largely nondeductible for tax and recognized discretely in the second quarter of 2026, that increased the effective income tax rate by 14.2 percentage points. A tax benefit associated with a tax refund claim recognized in the first quarter of 2026 coupled with changes in earnings in countries with varying statutory tax rates increased the effective income tax rate in the second quarter of 2026 by 10.5 percentage points and 2.4 percentage points, respectively.

Our effective income tax rate for the first six months of 2026 was 24.8% compared to 37.1% for the first six months of 2025. The lower effective income tax rate for the first six months of 2026 was due to changes in earnings in countries with varying statutory tax rates coupled with fluctuations in foreign exchange losses and exempt income that decreased the effective income tax rate by 11.0 percentage points, 5.8 percentage points, and 5.3 percentage points, respectively. These decreases were partially offset by an increase in our effective income tax rate of 11.0 percentage points due to the impact of the divestiture of select European assets and the associated businesses, which is largely nondeductible for tax, recognized discretely in the first six months of 2026.

Income (Loss) from Discontinued Operations, Net of Tax—Income (loss) from discontinued operations decreased $141 million in the first six months ended June 30, 2026 compared to the first six months ended June 30, 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 $690 million in the second quarter of 2026 compared to the first quarter of 2026, due to increases in Net income and net favorable impacts of foreign currency translation adjustments. Comprehensive income increased by $501 million in the first six months of 2026 compared to the first six months of 2025, primarily due to the increase in Net income. The components of Other comprehensive income are discussed below.

Foreign currency translations increased Comprehensive income by $320 million in the second quarter of 2026 compared to the first quarter of 2026. In May 2026, we completed the divestiture of select European olefins and polyolefins assets and the associated businesses resulting in the reclassification of $329 million cumulative currency translation adjustment losses from Accumulated other comprehensive loss to Loss on sale of business. Foreign currency translations increased Comprehensive income by $73 million in the first six months of 2026 compared to the first six months of 2025, as a result of the release of the cumulative currency translation adjustment losses noted above and the effective portion of our net investment hedges, partially offset by the strengthening of the U.S. dollar relative to the euro.

Segment Analysis

We use net income 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 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 second quarter of 2026 compared to the first quarter of 2026 and in the first six months of 2026 compared to the first six months of 2025, driven by higher 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 second and first quarters of 2026 and the first six months of 2026 and 2025, approximately 70% 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 $1,084 million, or 45% in the second quarter of 2026 compared to the first quarter of 2026 and increased by $1,100 million, or 23%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher average sales prices from industry supply constraints as the conflict in the Middle East extended into the second quarter, resulted in a 44% increase in revenue. Higher volumes driven by an increase in polymers demand led to a 1% increase in revenue.

First six months of 2026 versus first six months of 2025—Higher average sales prices from industry supply disruptions led to a 17% increase in revenue. Higher volumes driven by the absence of planned and unplanned outages resulted in a 6% increase in revenue.

EBITDA—EBITDA increased by $856 million, or 262%, in the second quarter of 2026 compared to the first quarter of 2026 and by $946 million, or 168%, in the first six months of 2026 compared to the first six months of 2025. The increase in both periods was due to stronger margins across all businesses as prices increased due to industry supply constraints.

Olefins and Polyolefins-Europe, Asia, International Segment

Overview—EBITDA decreased in the second quarter of 2026 compared to the first quarter of 2026 and in the first six months of 2026 compared to the first six months of 2025, as a result of a loss on divestiture of certain European olefins and polyolefins assets and the related businesses, slightly offset by improved margins.

Ethylene Raw Materials—In Europe, naphtha is the primary raw material for our ethylene production and represented approximately 70% to 85% of the raw materials used in the second and first quarters of 2026 and in the first six months of 2026 and 2025.

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

Revenue—Revenues increased by $454 million, or 18%, in the second quarter of 2026 compared to the first quarter of 2026 and increased by $152 million, or 3%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher average sales prices due to constrained supply from the conflict in the Middle East drove a 38% increase in revenue. Lower volumes resulted in a revenue decrease of 19% driven by the divestiture of certain European assets. Unfavorable foreign exchange impacts resulted in a 1% decrease in revenue.

First six months of 2026 versus first six months of 2025—Higher average sales prices as a result of constrained market supply drove an 11% increase in revenue. Lower volumes resulted in a decrease of 14% due to the divestiture of certain European assets. Favorable foreign exchange impacts resulted in a 6% increase in revenues.

EBITDA—EBITDA decreased by $397 million in the second quarter of 2026 compared to the first quarter of 2026 and by $486 million in the first six months of 2026 compared to the first six months of 2025.

During the second quarter of 2026, we recognized a $734 million loss associated with the divestiture of certain European olefins and polyolefins assets and the related businesses. See Note 13 to our Consolidated Financial Statements for additional information.

Second quarter of 2026 versus first quarter of 2026—EBITDA decreased primarily due to the loss on divestiture of certain European olefins and polyolefins assets and the related businesses during the second quarter of 2026. Approximately one-third of this decrease was offset by improved results across all businesses as margins improved due to industry supply constraints. Equity earnings improved $54 million due to improved margins. Further, during the second quarter of 2026 we sold excess European emission credits resulting in a gain of $52 million.

First six months of 2026 versus first six months of 2025—The first six months of 2026 were impacted by the loss on divestiture noted above. Approximately one-fifth of this decrease was offset by improved results across all businesses as margins improved due to industry supply constraints. EBITDA benefited by approximately $52 million from the gain on sale of excess European emission credits.

Intermediates and Derivatives Segment

Overview—EBITDA increased in the second quarter of 2026 compared to the first quarter of 2026 and in the first six months of 2026 compared to the first six months of 2025, as a result of improved margins. Additionally, the first six months of 2025 included 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 increased by $687 million, or 33%, in the second quarter of 2026 compared to the first quarter of 2026 and by $234 million, or 5%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher average sales prices drove a 33% increase in revenue primarily due to high octane values in the U.S. Gulf Coast and Europe driven by tight supply.

First six months of 2026 versus first six months of 2025—Higher average sales prices resulted in a 14% increase in revenue driven primarily by oxyfuels and related products as a result of higher crude, gasoline crack spreads, and blend premiums. A decline in sales volumes due to unplanned outages resulted in a 11% decrease in revenue. Favorable foreign exchange impacts resulted in a 2% increase in revenue.

EBITDA—EBITDA increased by $153 million, or 68%, in the second quarter of 2026 compared to the first quarter of 2026 and by $221 million, or 58%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—EBITDA for the segment increased as a result of margin improvements due to tight market supply.

First six months of 2026 versus first six months of 2025—In 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 2026 resulted in a 31% increase in EBITDA. Propylene oxide and derivatives results led to a 23% increase in EBITDA primarily due to improved margins on higher demand coupled with supply constraints. Oxyfuels and related products results led to a 18% increase in EBITDA driven by improved margins as a result of higher crude and gasoline crack spreads. These increases were partially offset by a 9% reduction in EBITDA attributable to lower intermediate chemicals volumes caused by an unplanned outage during the quarter.

Advanced Polymer Solutions Segment

Overview—EBITDA increased in the second quarter of 2026 relative to the first quarter of 2026 and in the first six months of 2026 compared to the first six months of 2025 as a result of improved margins.

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

Revenue—Revenues increased by $134 million, or 15%, in the second quarter of 2026 compared to the first quarter of 2026 and increased by $61 million, or 3%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher average sales prices resulted in a 16% increase in revenue driven by industry supply constraints due to the conflict in the Middle East. Sales volumes decreased resulting in a 1% decrease in revenue stemming from lower demand.

First six months of 2026 versus first six months of 2025—Higher average sales prices resulted in a 3% increase in revenue. Sales volumes decreased resulting in a 4% decrease in revenue due to challenging market conditions. Favorable foreign exchange impacts resulted in a revenue increase of 4%.

EBITDA—EBITDA increased by $19 million, or 33%, in the second quarter of 2026 compared to the first quarter of 2026 and by $57 million or 73% in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—EBITDA improved primarily due to higher margins driven by higher average sales prices.

First six months of 2026 versus first six months of 2025—Improved margins, primarily related to higher average sales prices due to industry supply constraints resulting from the conflict in the Middle East, drove a 101% increase in EBITDA. Lower volumes, stemming from weaker demand, resulted in a 35% decrease in EBITDA.

Technology Segment

Overview—EBITDA increased in the second quarter of 2026 compared to the first quarter of 2026, due to higher licensing and catalyst results. EBITDA increased in the first six months of 2026 compared to the first six months of 2025, driven by higher catalyst results, offset by lower licensing results.

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

Revenue—Revenues increased by $61 million, or 58%, in the second quarter of 2026 compared to the first quarter of 2026 and by $16 million, or 6%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher catalyst volumes resulted in a 28% increase in revenue due to increased demand. Higher licensing revenue from more contracts reaching significant milestones, drove a 25% increase in revenue. Higher average catalyst sales price resulted in a 5% increase in revenue.

First six months of 2026 versus first six months of 2025—Higher catalyst volumes resulted in a 2% increase in revenue from increased demand. Lower average catalyst sales price resulted in a 1% decrease in revenue. Lower licensing revenue, as contracts with lower average values reached significant milestones, drove a 2% decrease in revenue. Favorable foreign exchange impacts resulted in a 7% increase in revenue.

EBITDA—EBITDA increased by $55 million, or 306%, in the second quarter of 2026 compared to the first quarter of 2026 and by $6 million, or 7%, in the first six months of 2026 compared to the first six months of 2025.

Second quarter of 2026 versus first quarter of 2026—Higher demand for catalysts accounted for approximately half of the increase in EBITDA, while the remaining increase was driven by higher licensing results as a greater number of higher-value contracts reached significant milestones.

First six months of 2026 versus first six months of 2025—Catalyst volumes led to a 5% increase in EBITDA due to increased demand. Lower licensing results led to a 6% decrease in EBITDA as contracts with lower average values reached significant milestones. Favorable foreign exchange impacts resulted in a 9% increase in EBITDA.

FINANCIAL CONDITION

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

Operating Activities—Cash provided by operating activities of $483 million in the first six months of 2026 primarily reflected earnings adjusted for non-cash items and cash activities related to Accounts receivable, Inventories and Accounts payable. An increase in Accounts receivable of $1,692 million was driven by higher average sales prices reflecting higher crude pricing. The increase of $521 million in Inventories was primarily due to inventory build relative to the end of the year coupled with increased prices. The increase of $721 million in Accounts payable was primarily driven by higher feedstock prices and volumes.

Cash used in operating activities of $228 million in the first six months of 2025 primarily reflected earnings adjusted for non-cash items, $384 million of tax payments which included $235 million in U.S. Federal corporate income tax payments deferred from 2024 into 2025 under Hurricane Beryl disaster relief, and cash activities related to decreases in Accounts payable of $433 million which were driven by the timing of payments.

Investing Activities—Capital expenditures in the first six months of 2026 and 2025 totaled $539 million and $1,022 million, respectively, of which approximately 65% and 70%, respectively, 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 May 2026, we disposed of select European olefins and polyolefins assets and the associated businesses. In connection with the sale, we made a cash contribution of $310 million to the divested group. See Note 13 to our Consolidated Financial Statements for additional information.

In the first six months of 2025, foreign currency contracts with an aggregate notional value of €200 million expired. Upon settlement of these foreign currency contracts, we paid €200 million ($234 million at the expiry spot rate) to our counterparties and received $225 million from our counterparties. Additionally, 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 $448 million and $878 million in the first six months of 2026 and 2025, respectively. The decrease reflects our February 2026 announcement to reduce our quarterly dividend. Additionally, we made payments of $201 million to repurchase outstanding ordinary shares in the first six months of 2025.

In May 2025, we issued $500 million of 6.150% guaranteed notes due 2035. Net proceeds from the sale of the notes were used for general corporate purposes, including the repayment of guaranteed notes that were due in October 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.

Cash and Liquid Investments

As of June 30, 2026, we had Cash and cash equivalents totaling $2,630 million, which includes $1,092 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 June 30, 2026, we had total debt, including current maturities, of $12,910 million. Additionally, we had $176 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 $4,450 million as of June 30, 2026. For additional detail regarding our credit facilities see Note 7 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 July 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 11 to the Consolidated Financial Statements.

CURRENT BUSINESS OUTLOOK

As shown in recent weeks, conditions in the Middle East remain fluid and we expect this to continue to be a source of volatility for energy and petrochemical value chains. The pace, timing and magnitude at which conflict-impacted supply will return to the market remains uncertain with the recovery period likely extending into 2027. While we do not anticipate material demand deterioration in our key end markets, uncertainty on the near-term price outlook could temporarily impact normal buying patterns.

The restart of Bayport PO/TBA should provide volume uplift in the I&D segment, while planned downtime at the Clinton facility will impact polyolefins volumes in the second half of the year. To align with global demand and the Company's planned maintenance, we expect third quarter operating rates of 85% for our O&P-Americas assets, 70% for our European O&P-EAI assets and 85% for I&D assets.

We remain focused on commercial and operational agility in this dynamic market while continuing to execute the cash improvement plan. Our capital allocation priorities remain unchanged: safely operate and maintain assets, strengthen the balance sheet though disciplined deleveraging including the scheduled note maturity repayment in September 2026, maintain an attractive dividend and invest selectively in opportunities that enhance long-term shareholder value.

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 six months 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 those in Ukraine and 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 six months ended June 30, 2026.

As of June 30, 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 June 30, 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 10 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 22, 2026, our shareholders approved a share repurchase authorization of up to 34,042,250 shares, through November 22, 2027, 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 June 30, 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.”

+ Management contract or compensatory plan, contract or 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.