LYB

lyb-202601300001489393False00014893932026-01-302026-01-300001489393country:GB2026-01-302026-01-300001489393country:NL2026-01-302026-01-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands001-3472698-0646235 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

2800 Post Oak Blvd., 4th Floor, One Vine Street Suite 5100LondonDelftseplein 27E Houston, Texas W1J0AH3013AARotterdam USA77056United KingdomNetherlands

(Addresses of principal executive offices) (Zip code) (713)309-7200+44 (0)207220 2600+31 (0)10275 5500

(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 ClassTrading SymbolName of Each Exchange On Which Registered Ordinary Shares, €0.04 Par ValueLYBNew 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 2.02.    Results of Operations and Financial Conditions. On January 30, 2026, LyondellBasell Industries N.V. announced earnings results for the quarter ended December 31, 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 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. (d) Exhibits

Exhibit NumberDescription

99.1Press Release dated January 30, 2026.

99.2Business Results Discussion by Reporting Segment dated January 30, 2026.

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

SIGNATURES

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

LYONDELLBASELL INDUSTRIES N.V.

Date: January 30, 2026 By:/s/ Matthew D. Hayes

Matthew D. Hayes Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

lyb-202510290001489393False00014893932025-10-292025-10-290001489393country:GB2025-10-292025-10-290001489393country:NL2025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands001-3472698-0646235 (State or other jurisdiction of incorporation)(Commission file number)(I.R.S. Employer Identification No.)

2800 Post Oak Blvd., 4th Floor, One Vine Street Suite 5100LondonDelftseplein 27E Houston, Texas W1J0AH3013AARotterdam USA77056United KingdomNetherlands

(Address of principal executive offices) (Zip code) (713)309-7200+44 (0)207220 2600+31 (0)10275 5500

(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 ClassTrading SymbolName of Each Exchange On Which Registered Ordinary Shares, €0.04 Par ValueLYBNew 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 5, 2025, LyondellBasell Industries N.V. (“LYB”) announced LyondellBasell Industries Holdings B.V. (the “Seller”) and AEQ Amethyst B.V. (the “Purchaser”) entered into a Put Option Letter Agreement (the “Agreement”) for the acquisition by the Purchaser of all of the issued and outstanding equity interests in the subsidiaries of LYB that hold (or will hold) the assets and liabilities of its olefins and polyolefins businesses at Carrington (UK), Tarragona (Spain), Münchsmünster (Germany), and Berre l’Etang (France) (collectively, the “Target Group”), including central supporting functions (such acquisition, the “Transaction”).

Under the Agreement, as reported on the Current Report on Form 8-K (the “Prior Form 8-K”) filed by LYB on that same date, the Purchaser made an irrevocable commitment to enter into the Transaction subject to the terms and conditions of a sale and purchase agreement attached thereto (the “SPA” and such commitment, the “Put Option”). The Seller’s right to exercise the Put Option was subject to the terms and conditions of the Agreement, including the completion of required employee notification and works council consultation processes as described in the Prior Form 8-K. The French consultation process was completed on October 15, 2025, and on October 23, 2025, the Seller exercised the Put Option.

On October 29, 2025, the Seller and Purchaser entered into the SPA in the form attached to the Agreement and as described in the Prior Form 8-K. The SPA contains customary representations, warranties and covenants by the parties, including post-closing covenants related to employee and other matters.

The closing of the Transaction is subject to customary closing conditions, including satisfaction of regulatory conditions, completion of additional required employee representative and works council consultation processes, and completion of the carve-out and transfer of the relevant assets and liabilities to the Target Group entities. The Transaction is expected to close during the first half of 2026.

The foregoing descriptions of the Agreement and SPA do not purport 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 Note Regarding Forward-looking Statements

Thi

lyb-202508010001489393False00014893932025-08-012025-08-010001489393country:GB2025-08-012025-08-010001489393country:NL2025-08-012025-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025

LYONDELLBASELL INDUSTRIES N.V.

(Exact name of registrant as specified in its charter)

Netherlands001-3472698-0646235 (State or other jurisdiction of incorporation)(Commission file number)(I.R.S. Employer Identification No.)

2800 Post Oak Blvd., 4th Floor, One Vine Street Suite 5100LondonDelftseplein 27E Houston, Texas W1J0AH3013AARotterdam USA77056United KingdomNetherlands

(Address of principal executive offices) (Zip code) (713)309-7200+44 (0)207220 2600+31 (0)10275 5500

(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 ClassTrading SymbolName of Each Exchange On Which Registered Ordinary Shares, €0.04 Par ValueLYBNew 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 2.02.    Results of Operations and Financial Conditions. On August 1, 2025, LyondellBasell Industries N.V. announced earnings results for the quarter ended June 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 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. (d) Exhibits

Exhibit NumberDescription

99.1Press Release dated August 1, 2025.

99.2Business Results Discussion by Reporting Segment dated August 1, 2025.

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

SIGNATURES

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

LYONDELLBASELL INDUSTRIES N.V.

Date: August 1, 2025 By:/s/ Matthew D. Hayes

Matthew D. Hayes Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)