UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): November 10, 2025

Date of Report (Date of earliest event reported): October 29, 2025

____________________________________________

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands			001-34726	98-0646235
The Netherlands	001-34726	98-0646235
(State or other jurisdictionof incorporation)			(Commissionfile number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Post Oak Blvd.,

4th Floor, One Vine Street

2800 Post Oak Blvd Suite 5100 Houston, Texas USA 77056

4th Floor, One Vine Street London W1J0AH The United Kingdom

Delftseplein 27E 3013 AA Rotterdam The Netherlands

Suite 5100

London

Delftseplein 27E

(Addresses of principal executive offices)(Zip code)

Houston, Texas

W1J0AH

3013AA

Rotterdam

USA

77056

United Kingdom

Netherlands

(713) 309-7200 +44 (0) 207 220 2600 +31 (0) 10 275 5500

(713) 309-7200	+44 (0)207 220 2600	+31 (0)10 275 5500
(Registrant’s telephone numbers, including area codes)

(Registrant’s telephone numbers, including area codes)

(Former name or former address, if changed since last report)

~~_____________________________________~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares, €0.04 Par Value

LYB

New York Stock Exchange

Ordinary Shares, € 0.04 par value

LYB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~June~~November 513, 2025, LyondellBasell Industries N.V. (~~“LYB”) announced LyondellBasell Industries Holdings B.V. (~~the “~~Seller~~Company”) and ~~AEQ~~its ~~Amethyst~~wholly ~~B.V.~~owned ~~(the~~subsidiary, ~~“Purchaser”)~~LYB ~~entered~~International ~~into~~Finance aIII, ~~Put~~LLC ~~Option Letter Agreement~~ (the “~~Agreement~~Issuer”), ~~for~~completed the ~~acquisition~~underwritten bypublic ~~the~~offering and ~~Purchaser~~sale ofby ~~all of~~ the ~~issued~~Issuer ~~and~~of ~~outstanding~~$500 ~~equity~~million ~~interests~~aggregate inprincipal ~~the~~amount ~~subsidiaries~~ of ~~LYB~~5.125% ~~that~~Guaranteed ~~hold~~Notes ~~(or~~due ~~will~~2031 ~~hold)~~ (the ~~assets~~“2031 Notes”) and $1 ~~liabilities~~billion ofaggregate ~~its~~principal ~~olefins~~amount ~~and~~of ~~polyolefins~~5.875% ~~businesses~~Guaranteed atNotes ~~Carrington~~due ~~(UK),~~2036 ~~Tarragona~~ (~~Spain),~~the ~~Münchsmünster~~“2036 ~~(Germany),~~Notes” and, ~~Berre~~together ~~l’Etang~~with ~~(France)~~the ~~(collectively,~~2031 Notes, the “~~Target Group~~Notes”),. ~~including~~The ~~central~~Notes ~~supporting~~are ~~functions~~fully ~~(such~~and ~~acquisition,~~unconditionally guaranteed by the ~~“Transaction”)~~Company.

~~Under~~The offering of the ~~Agreement,~~Notes aswas ~~reported~~registered onunder the ~~Current~~Securities ~~Report~~Act onof 1933, ~~Form~~as ~~8-K~~amended (the “~~Prior~~Securities ~~Form 8-K~~Act”), ~~filed~~pursuant byto ~~LYB~~the Company’s Registration Statement on ~~that~~Form ~~same~~S-3ASR ~~date~~(Registration No. 333-283755), ~~the~~and ~~Purchaser~~was made anpursuant ~~irrevocable~~to ~~commitment~~the toprospectus ~~enter~~dated ~~into~~December 12, 2024 (the ~~Transaction~~“Base ~~subject~~Prospectus”), as supplemented by the prospectus supplement dated November 10, 2025 relating to the ~~terms~~Notes and ~~conditions~~filed ofwith athe ~~sale~~Securities and ~~purchase~~Exchange ~~agreement~~Commission ~~attached~~pursuant to ~~thereto~~Rule 424(b) of the ~~“SPA”~~Securities ~~and~~Act ~~such~~(together ~~commitment~~with the Base Prospectus, the “~~Put Option~~Prospectus”). The ~~Seller’s~~Notes ~~right~~were toissued ~~exercise~~under ~~the~~a base ~~Put~~indenture, ~~Option~~dated ~~was~~as ~~subject~~of toOctober 10, 2019, among the ~~terms~~Company, the Issuer and ~~conditions~~Wells ofFargo ~~the~~Bank, ~~Agreement~~National Association, ~~including~~as trustee (the “Base ~~completion~~Indenture”), ofas ~~required~~supplemented ~~employee~~by ~~notification~~a ~~and~~supplemental ~~works~~indenture ~~council~~dated ~~consultation~~May ~~processes~~17, as2023, ~~described~~among inthe Company, the ~~Prior~~Issuer, ~~Form~~Computershare Trust ~~8-K~~Company, N.A., ~~The~~as ~~French~~base ~~consultation~~trustee ~~process~~(as ~~was~~successor ~~completed~~to onWells ~~October~~Fargo 15Bank, ~~2025~~National Association), and onThe ~~October~~Bank ~~23,~~of ~~2025~~New York Mellon Trust Company, N.A., as trustee (the ~~Seller~~“Supplemental ~~exercised~~Indenture,” and the ~~Put~~Base ~~Option~~Indenture as so supplemented, the “Indenture”). The terms of the Notes and the guarantees by the Company are set forth in an officer’s certificate of the Issuer dated November 13, 2025 delivered pursuant to the Indenture (the “Officer’s Certificate”).

OnThe ~~October~~descriptions 29of the Notes, ~~2025~~the Indenture, and the ~~Seller~~Officer’s Certificate are included in the Prospectus and ~~Purchaser~~are ~~entered~~incorporated ~~into~~herein by reference. The foregoing description of the ~~SPA~~Indenture is qualified in ~~the~~its ~~form~~entirety ~~attached~~by reference to the ~~Agreement~~full ~~and~~text asof ~~described~~the inBase Indenture, the ~~Prior~~Supplemental ~~Form~~Indenture ~~8-K.~~and ~~The~~the ~~SPA~~Officer’s ~~contains~~Certificate ~~customary~~(including the ~~representations~~forms of the Notes), ~~warranties~~copies ~~and~~of ~~covenants~~which byare ~~the~~filed ~~parties~~as Exhibits 4.1, ~~including~~4.2 ~~post-closing~~and ~~covenants~~4.3, ~~related~~respectively, to ~~employee~~this Form 8-K and ~~other~~are ~~matters.~~incorporated herein by reference.

~~The~~Item ~~closing~~2.03. ofCreation ~~the Transaction is subject to customary closing conditions, including satisfaction~~ of ~~regulatory~~a ~~conditions,~~Direct ~~completion~~Financial ofObligation ~~additional~~or ~~required~~an ~~employee~~Obligation ~~representative~~under ~~and~~an ~~works council consultation processes, and completion of the carve~~Off-~~out~~Balance ~~and~~Sheet ~~transfer of the relevant assets and liabilities to the Target Group entities~~Arrangement. ~~The Transaction is expected to close during the first half of 2026.~~

The ~~foregoing~~information ~~descriptions~~set offorth ~~the~~under ~~Agreement~~“Item ~~and~~1.01. ~~SPA~~Entry dointo ~~not~~a ~~purport~~Material Definitive ~~to be complete and are qualified in their entirety by reference to the full text of the~~ Agreement” ~~(which was previously filed as Exhibit 10.1 to the Prior Form 8-K) and the SPA, which~~ is ~~attached to this Current Report on Form 8-K as Exhibit 10.1, each of which is~~ incorporated herein by reference.

~~Cautionary~~Item ~~Note~~8.01. ~~Regarding~~Other ~~Forward-looking Statements~~Events.

~~This~~On ~~Current~~November ~~Report~~10, on2025, ~~Form 8-K contains forward-looking statements within~~ the ~~meaning~~Company ofand ~~Section 27A of~~ the ~~Securities~~Issuer ~~Act~~entered ofinto ~~1933~~an ~~and~~Underwriting Agreement ~~Section 21E of~~ (the ~~Securities~~“Underwriting ~~Exchange~~Agreement”) ~~Act~~with ofCitigroup ~~1934,~~Global asMarkets ~~amended~~Inc., ~~The~~Deutsche ~~statements~~Bank inSecurities ~~this Form 8-K relating to matters that are not historical facts are forward-looking statements~~Inc. ~~These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made~~ and ~~are subject to significant risks and uncertainties~~J.P. ~~Actual~~Morgan Securities ~~results could differ materially from the anticipated results~~LLC, oras ~~other~~representatives ~~expectations expressed in this Report, including, but not limited to, the satisfaction~~ of ~~closing conditions and our ability to complete~~ the ~~transaction~~several ~~described.~~underwriters ~~While~~named ~~these statements and projections are made in good faith~~therein, ~~LYB~~relating ~~and its management cannot guarantee that anticipated future results will be achieved. Additional factors that could cause results~~ to ~~differ materially from those described in~~ the ~~forward-looking~~underwritten ~~statements~~public ~~can~~offering beand ~~found~~sale in by the ~~"Risk~~Issuer ~~Factors" section~~ of ~~our Form 10-K for~~ the ~~year ended December 31, 2024, which can be found at www~~Notes.LyondellBasell.com on the Investors page. Forward-looking statements provide the company’s current expectations or predictions of future conditions, events or results and speak only as of the date they are made, and the company can provide no assurance that these expectations and predictions will prove to have been correct and actual results may vary materially. LYB disclaims any obligation to publicly update or revise any forward-looking statements, except as required by law.

~~Item~~The ~~2.02. Results~~description above is a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of ~~Operations~~which is filed as Exhibit 1.1 to this Form 8-K and ~~Financial~~is ~~Conditions~~incorporated herein by reference.

On October 31, 2025, LyondellBasell Industries N.V. announced earnings results for the quarter ended September 30, 2025 and provided a supplemental discussion of segment results. Copies of our earnings release and segment results are attached as Exhibit 99.1 and 99.2, respectively, and are incorporated into this Item 2.02 by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number						Description
10.1						Sale and Purchase Agreement dated as of October 29, 2025, between LyondellBasell Industries Holdings B.V. and AEQ Amethyst B.V.
10.2						Put Option Letter Agreement between LyondellBasell Industries Holdings B.V. and AEQ Amethyst B.V. (including the form of Sale and Purchase Agreement as Schedule 1 thereto) incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 5, 2025.
99.1						Press Release dated October 31, 2025.
99.2						Business Results Discussion by Reporting Segment dated October 31, 2025.
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

(d) Exhibits

Exhibit Number		Description

1.1*		Underwriting Agreement dated November 10, 2025 among LyondellBasell Industries N.V., LYB International Finance III, LLC, and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

4.1		Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, and Wells Fargo Bank, National Association, as Trustee, dated as of October 10, 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 10, 2019).

4.2		Supplemental Indenture, among LYB International Finance III, LLC, as Issuer, LyondellBasell Industries N.V., as Guarantor, Computershare Trust Company, N.A., as Base Trustee (as successor to Wells Fargo Bank, National Association) and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of May 17, 2023 (incorporated by reference to Exhibit 4.44 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-261639) filed with the SEC on May 17, 2023).

4.3*		Officer’s Certificate of LYB International Finance III, LLC relating to the 5.125% Guaranteed Notes due 2031 and 5.875% Guaranteed Notes due 2036, dated as of November 13, 2025.

4.4*		Form of LYB International Finance III, LLC’s 5.125% Guaranteed Notes due 2031 (included in Exhibit 4.3).

4.5*		Form of LYB International Finance III, LLC’s 5.875% Guaranteed Notes due 2036 (included in Exhibit 4.3).

5.1*		Legal opinion of Gibson, Dunn & Crutcher LLP.

5.2*		Legal opinion of De Brauw Blackstone Westbroek N.V.

8.1*		Legal opinion of De Brauw Blackstone Westbroek N.V.

23.1*		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).

23.2*		Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibits 5.2 and 8.1).

104*		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

*Filed herewith

SIGNATURES

LYONDELLBASELL INDUSTRIES N.V.

Date:

October 31, 2025

By:

/s/ Matthew D. Hayes

Matthew D. Hayes

Senior Vice President,

Chief Accounting Officer

(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	LYONDELLBASELL INDUSTRIES N.V.

Date: November 13, 2025	By:	/s/ Brendan J. Dalton
	Name:	Brendan J. Dalton
	Title:	Vice President and Treasurer

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